LINCOLN LIFE VARIABLE ANNUITY ACCOUNT W, N-4, 2000-12-22

LINCOLN LIFE VARIABLE ANNUITY ACCOUNT W
N-4, 2000-12-22

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<PAGE>

As filed with the Securities and Exchange Commission on December 22, 2000
Registration No.: 333-

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

LINCOLN LIFE VARIABLE ANNUITY ACCOUNT W

(Exact Name of Registrant)

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(Name of Depositor)

1300 South Clinton Street
Post Office Box 1110
Fort Wayne, Indiana 46801

--------------------------------------------------------------------------------
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code: (219)455-2000

Elizabeth A. Frederick, Esq.
The Lincoln National Life Insurance Company
1300 S. Clinton St.
Post Office Box 1110
Fort Wayne, Indiana 46802

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(Name and Address of Agent for Service)

Copy to:
Mary Jo Ardington, Esq.
The Lincoln National Life Insurance Company
1300 S. Clinton St.
Fort Wayne, Indiana 46802

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after the effective date of the Registration Statement.

Title of securities being registered:
Interests in a separate account under individual flexible premium deferred
variable annuity contracts.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
SHALL DETERMINE.

<PAGE>

Lincoln Life Variable Annuity Account W
individual variable annuity contracts

Home Office:
Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
www.lincolnlife.com

This Prospectus describes the individual flexible premium deferred variable an-
nuity contract that is issued by The Lincoln National Life Insurance Company
(Lincoln Life). It is primarily for use with nonqualified plans and retirement
plans under Section 408 (IRAs) and 408A (Roth IRAs) of the tax code. Generally,
you do not pay federal income tax on the contract's growth until it is paid
out. The contract is designed to accumulate contract value and to provide re-
tirement income that you cannot outlive or for an agreed upon time. These bene-
fits may be a variable or fixed amount or a combination of both. If you die be-
fore the annuity commencement date, we will pay your beneficiary a death bene-
fit. In the alternative, you may choose to receive a death benefit on the death
of the annuitant.

The minimum initial purchase payment for the contract is $25,000. Additional
purchase payments may be made to the contract and must be at least $100 per
payment ($25 if transmitted electronically), and at least $300 annually.

You choose whether your contract value accumulates on a variable or a fixed
(guaranteed) basis or both. If all your purchase payments are in the fixed ac-
count, we guarantee your principal and a minimum interest rate. We limit with-
drawals and transfers from the fixed side of the contract. A market value ad-
justment (MVA) may be applied to any surrender or transfer from the fixed ac-
count before the expiration date of a guaranteed period.

All purchase payments for benefits on a variable basis will be placed in Lin-
coln Life Variable Annuity Account W (variable annuity account [VAA]). The VAA
is a segregated investment account of Lincoln Life. You take all the investment
risk on the contract value and the retirement income for amounts placed into
one or more of the contract's variable options. If the subaccounts you select
make money, your contract value goes up; if they lose money, it goes down. How
much it goes up or down depends on the performance of the subaccounts you se-
lect. We do not guarantee how any of the variable options or their funds will
perform. Also, neither the U.S. Government nor any federal agency insures or
guarantees your investment in the contract.

The available funds are listed below:

American Funds Insurance SeriesSM (AFIS) also known as American Variable Insur-
ance Series(R) (AVIS) (Class 2):
AFIS Global Small Capitalization Fund
AFIS Growth Fund
AFIS International Fund

Delaware Group Premium Fund (Service Class):
Delaware Premium Emerging Markets Series
Delaware Premium Growth & Income Series
Delaware Premium High Yield Series (formerly Delchester)
Delaware Premium REIT Series
Delaware Premium Small Cap Value Series
Delaware Premium Trend Series
Delaware Premium U.S. Growth

Evergreen Variable Annuity Trust
VA Omega
VA Special Equity
VA Strategic Income

Goldman Sachs Variable Insurance Trust
CORE Small Cap Equity
Mid Cap Value

Janus Aspen Series (Service Class)
Aggressive Growth
Worldwide Growth

Lincoln National:
Capital Appreciation Fund
Growth and Income Fund

MFS(R) Variable Insurance Trust (Service Class):
MFS Capital Opportunities
MFS Emerging Growth Series
MFS Utilities Series

Neuberger Berman Advisers Management Trust (AMT)
Balanced
Mid Cap Growth
Regency

Variable Insurance Products (Service Class 2):
Fidelity(R) VIP Contrafund
Fidelity(R) VIP Growth Opportunities Portfolio
Fidelity(R) VIP Overseas Portfolio

Wells Fargo Variable Trust (Service Class)
Asset Allocation
Corporate Bond
Equity Income
Equity Index
Equity Value
Growth
International Equity
Large Company Growth
Money Market
Small Cap Growth
Specialized Technology

1
<PAGE>

This Prospectus gives you information about the contracts that you should know
before you decide to buy a contract and make purchase payments. You should
also review the prospectuses for the funds that are attached, and keep all
prospectuses for reference.

Neither the SEC nor any state securities commission has approved this contract
or determined that this Prospectus is accurate or complete. Any representation
to the contrary is a criminal offense.

You can obtain a current Statement of Additional Information (SAI), dated the
same date as this Prospectus, about the contracts which has more information.
Its terms are made part of this Prospectus. For a free copy, write: Lincoln
National Life Insurance Company, P.O. Box 7882, Fort Wayne, Indiana 46801, or
call1-800-458-0822. The SAI and other information about Lincoln Life and Ac-
count W are also available on the SEC's web site (http://www.sec.gov). There
is a table of contents for the SAI on the last page of this Prospectus.

, 2000

2
<PAGE>

Table of contents

<TABLE>
<CAPTION>
Page
-------------------------------------------------
<S> <C>
Special terms 3
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Expense tables 4
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Summary 7
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Condensed financial information 7
-------------------------------------------------
Investment results 8
-------------------------------------------------
Financial statements 8
-------------------------------------------------
The Lincoln National Life Insurance Co. 8
-------------------------------------------------
Variable annuity account (VAA) 8
-------------------------------------------------
Investments of the variable annuity account 8
-------------------------------------------------
Charges and other deductions 11
-------------------------------------------------
The contracts 13
-------------------------------------------------
Annuity payouts 18
-------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Page
------------------------------------------------------------------------
<S> <C>
Fixed side of the contract 19
------------------------------------------------------------------------
Federal tax matters 20
------------------------------------------------------------------------
Voting rights 24
------------------------------------------------------------------------
Distribution of the contracts 24
------------------------------------------------------------------------
Return privilege 24
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State regulation 24
------------------------------------------------------------------------
Records and reports 25
------------------------------------------------------------------------
Other information 25
------------------------------------------------------------------------
Statement of additional information table of contents for Variable
Annuity Account W 26
------------------------------------------------------------------------
</TABLE>
Special terms

(We have italicized the terms that have special meaning throughout this Pro-
spectus.)

Account or variable annuity account (VAA) -- The segregated investment ac-
count, Account W, into which Lincoln Life sets aside and invests the assets
for the variable side of the contract offered in this Prospectus.

Accumulation unit -- A measure used to calculate contract value for the vari-
able side of the contract before the annuity commencement date.

Annuitant -- The person on whose life the annuity benefit payments are based
and upon whose life a death benefit may be paid.

Annuity commencement date -- The valuation date when funds are withdrawn or
converted into annuity units or fixed dollar payout for payment of retirement
income benefits under the annuity payout option you select.

Annuity payout -- An amount paid at regular intervals after the annuity com-
mencement date under one of several options available to the annuitant and/or
any other payee. This amount may be paid on a variable or fixed basis, or a
combination of both.

Annuity unit -- A measure used to calculate the amount of annuity payouts for
the variable side of the contract after the annuity commencement date.

Beneficiary -- The person you choose to receive the death benefit that is paid
if you die before the annuity commencement date.

Contractowner (you, your, owner) -- The person who has the ability to exercise
the rights within the contract (decides on investment allocations, transfers,
payout option, designates the beneficiary, etc.). Usually, but not always, the
owner is the annuitant.

Contract value -- At a given time before the annuity commencement date, the
total value of all accumulation units for a contract plus the value of the
fixed side of the contract.

Contract year -- Each one-year period starting with the effective date of the
contract and starting with each contract anniversary after that.

Death benefit -- The amount payable to your designated beneficiary if the
owner dies before the annuity commencement date or, if selected, to the owner
if the annuitant dies.

Lincoln Life (we, us, our) -- The Lincoln National Life Insurance Company.

Purchase payments -- Amounts paid into the contract.

Subaccount -- The portion of the VAA that reflects investments in accumulation
and annuity units of a class of a particular fund available under the con-
tracts. There is a separate subaccount which corresponds to each class of a
fund.

Valuation date -- Each day the New York Stock Exchange (NYSE) is open for
trading.

Valuation period -- The period starting at the close of trading (currently,
normally, 4:00 p.m. New York time) on each day that the NYSE is open for trad-
ing (valuation date) and ending at the close of such trading on the next valu-
ation date.
3
<PAGE>

Expense tables

Summary of contractowner expenses:

Account fee: $40 (See Charges and other deductions)

The account fee will be waived for any contract year your account value equals
or exceeds $100,000.00 at the end of the contract year.

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Account W annual expenses for subaccounts:
(as a percentage of average daily net assets):

<TABLE>
<CAPTION>
With Enhanced
Guaranteed
Minimum With Estate
Death Benefit Enhancement
(EGMDB) Benefit Rider
<S> <C> <C>
Mortality and expense risk charge 1.30% 1.50%
Administrative charge .15% .15%
---- ----
Total annual charge for each subaccount 1.45% 1.65%
</TABLE>

Annual expenses of the funds for the year ended December 31, 1999:
(as a percentage of each fund's average net assets):

<TABLE>
<S> <C> <C> <C> <C> <C>
Management Other Total
Fees (after any Expenses (after Expenses (after
waivers/ 12b-1 any waivers/ any waivers/
reimbursements) + Fees + reimbursements) = reimbursements)
----------------------------------------------------------------------------------------------------------------
AFIS Global Small Capitalization Fund (class 2) 0.78% 0.25 0.03% 1.06%
----------------------------------------------------------------------------------------------------------------
AFIS Growth Fund (class 2) 0.38 0.25 0.01 0.64
----------------------------------------------------------------------------------------------------------------
AFIS International Fund (class 2) 0.55 0.25 0.05 0.85
----------------------------------------------------------------------------------------------------------------
Delaware Premium Emerging Markets Series
(Service class)/1/ 1.19 0.15 0.28 1.62
----------------------------------------------------------------------------------------------------------------
Delaware Premium Growth and Income Series
(Service class)/1/ 0.60 0.15 0.11 0.86
----------------------------------------------------------------------------------------------------------------
Delaware Premium High Yield Series (formerly
Delchester) (Service class)/1/ 0.65 0.15 0.07 0.87
----------------------------------------------------------------------------------------------------------------
Delaware Premium REIT Series (Service class)/1/ 0.64 0.15 0.21 1.00
----------------------------------------------------------------------------------------------------------------
Delaware Premium Small Cap Value Series
(Service class)/1/ 0.75 0.15 0.10 1.00
----------------------------------------------------------------------------------------------------------------
Delaware Premium Trend Series (Service 0.15
class)/1/ 0.75 0.07 0.97
----------------------------------------------------------------------------------------------------------------
Delaware Premium U.S. Growth (Service class)/1/ .0.65 0.15 0.09 0.89
----------------------------------------------------------------------------------------------------------------
Evergreen VA Omega 0.52 0.00 0.44 0.96
----------------------------------------------------------------------------------------------------------------
Evergreen VA Special Equity/2/ 0.55 0.00 0.45 1.00
----------------------------------------------------------------------------------------------------------------
Evergreen VA Strategic Income 0.52 0.00 0.32 0.84
----------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP Contrafund (Service class 2)/3/ 0.58 0.25 0.12 0.95
----------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP Growth Opportunities Portfolio
(Service class 2)/3/ 0.58 0.25 0.13 0.96
----------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP Overseas Portfolio (Service 0.25
class 2)/3/ 0.73 0.18 1.16
----------------------------------------------------------------------------------------------------------------
GS AMG CORE Small Cap Equity 0.90 0.00 0.00 0.90
----------------------------------------------------------------------------------------------------------------
GS AMG Mid Cap Value 0.95 0.00 0.00 0.95
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Janus Aspen Aggressive Growth 0.65 0.25 0.02 0.92
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Janus Aspen Worldwide Growth 0.65 0.25 0.05 0.95
----------------------------------------------------------------------------------------------------------------
Lincoln National Capital Appreciation Fund 0.72 0.00 0.06 0.78
----------------------------------------------------------------------------------------------------------------
Lincoln National Growth and Income Fund 0.31 0.00 0.05 0.36
----------------------------------------------------------------------------------------------------------------
MFS(R) Variable Trust Capital Opportunities
(Service class)/4/,/5/ 0.75 0.20 0.16 1.11
----------------------------------------------------------------------------------------------------------------
MFS(R) Variable Trust Emerging Growth Series
(Service class)/4/ 0.75 0.20 0.09 1.04
----------------------------------------------------------------------------------------------------------------
MFS(R) Variable Trust Utilities Series
(Service class)/4/ 0.75 0.20 0.16 1.11
----------------------------------------------------------------------------------------------------------------
NB AMT Balanced 0.85 0.00 0.17 1.02
----------------------------------------------------------------------------------------------------------------
NB AMT Mid Cap Growth 0.85 0.00 0.15 1.00
----------------------------------------------------------------------------------------------------------------
NB AMT Regency 0.85 0.00 0.65 1.50
----------------------------------------------------------------------------------------------------------------
</TABLE>

4
<PAGE>

(1) Effective through April 30, 2001, Delaware Management Company, "DMC" has
voluntarily agreed to waive its management fee and reimburse the Series for
expenses such that total expenses (excluding any taxes, interest, brokerage
fees, extraordinary expenses and 12b-1 fees) will not exceed 0.80% for High
Yield and Growth and Income; 0.85% for REIT, Small Cap Value and Trend;
1.50% for Emerging Markets. Without such an arrangement, total operating
expenses for the Service class would have been 1.11% for REIT and 1.68% for
Emerging Markets. DMC voluntarily elected to cap its management fee for the
Growth and Income Series at 0.60% indefinitely. The Service class shares
are subject to an annual 12b-1 fee of not more than 0.30% (currently set at
0.15%).

(2) From time to time, the Fund's investment advisor may, at its discretion,
reduce or waive its fee or reimburse the Fund for certain of its expenses
in order to reduce expense ratios. The Fund's investment advisor may cease
these waivers or reimbursements at any time. The Annual Fund Operating Ex-
penses do not reflect fee waivers and expense reimbursements. Including fee
waivers and expense reimbursements, Total Fund Operating Expenses are esti-
mated to be 1.00%. Without the fee waivers and expense reimbursements, the
Total Fund Operating Expenses would be 1.37%.

(3) Service class 2 expenses are based on estimated expenses for the first
year.

(4) Each series has an expense offset arrangement which reduces the series'
custodian fee based on the amount of cash maintained by the series with its
custodian and dividend disbursing agent. Each series may enter into other
such arrangement and directed brokerage arrangements, which would also have
the effect of reducing the series' expenses. "Other Expenses" do not take
into account these expense reductions, and are therefore higher than the
actual expenses of the series. Had the fee reductions been taken into ac-
count, "Net Expenses" would be lower for certain series and would equal:
1.03% for Emerging Growth Series; 1.10% for Utilities Series and Capital
Opportunities Series.

(5) MFS has contractually agreed, subject to reimbursement, to bear the series'
expenses such that "Other Expenses" (after taking into account the expense
offset arrangement described above) do not exceed 0.15% annually. These
contractual fee arrangements will continue until at least May 1, 2001, un-
less changed with the consent of the board of trustees which oversees the
series.

(6) The Advisor has contractually undertaken to waive its fee and to reimburse
the funds for certain expenses. Without such an arrangement the total ex-
penses would have been 1.13% for Asset Allocation; 1.25% for Corporate
Bond; 1.17% for Equity Income; 1.09% for Equity Index; 1.57% for Equity
Value; 1.23% for Growth; 2.40% for International Equity; 1.43% for Large
Company Growth; 0.90% for Money Market; 2.41% for Small Cap Growth; and
1.93% for Specialized Technology.

5
<PAGE>

Examples
(expenses of the subaccounts and of the funds):

If you surrender your contract at the end of the time period shown, you would
pay the following expenses on a $1,000 investment, assuming a 5% annual return:

<TABLE>
<CAPTION>
1 year 3 years
-------------------------------------------------------------------------------
<S> <C> <C>
AFIS Global Small Capitalization Fund $29 $ 88
-------------------------------------------------------------------------------
AFIS Growth Fund 24 75
-------------------------------------------------------------------------------
AFIS International Fund 26 81
-------------------------------------------------------------------------------
Delaware Emerging Markets Series 34 105
-------------------------------------------------------------------------------
Delaware Growth and Income Series 27 82
-------------------------------------------------------------------------------
Delaware High-Yield Bond Series 27 82
-------------------------------------------------------------------------------
Delaware REIT Series 28 86
-------------------------------------------------------------------------------
Delaware Small Cap Value Series 28 86
-------------------------------------------------------------------------------
Delaware Trend Series 28 85
-------------------------------------------------------------------------------
Delaware U.S. Growth 27 82
-------------------------------------------------------------------------------
Evergreen VA Omega 28 85
-------------------------------------------------------------------------------
Evergreen VA Special Equity 28 86
-------------------------------------------------------------------------------
Evergreen VA Strategic Income 26 81
-------------------------------------------------------------------------------
Fidelity(R) VIP Contrafund Portfolio 27 84
-------------------------------------------------------------------------------
Fidelity(R) VIP Growth Opportunities Portfolio 28 85
-------------------------------------------------------------------------------
Fidelity(R) VIP Overseas Portfolio 30 91
-------------------------------------------------------------------------------
GS AMG CORE Small Cap Equity 12 38
-------------------------------------------------------------------------------
GS AMG Mid Cap Value 27 84
-------------------------------------------------------------------------------
Janus Aspen Aggressive Growth 27 83
-------------------------------------------------------------------------------
Janus Aspen Worldwide Growth 27 84
-------------------------------------------------------------------------------
Lincoln National Capital Appreciation Fund 26 79
-------------------------------------------------------------------------------
Lincoln National Growth and Income Fund 21 66
-------------------------------------------------------------------------------
MFS(R) Variable Trust Capital Opportunities Series 29 89
-------------------------------------------------------------------------------
MFS(R) Variable Trust Emerging Growth Series 28 87
-------------------------------------------------------------------------------
MFS(R) Variable Trust Utilities Series 29 89
-------------------------------------------------------------------------------
NB AMT Balanced 28 87
-------------------------------------------------------------------------------
NB AMT Mid Cap Growth 28 86
-------------------------------------------------------------------------------
NB AMT Regency 33 101
-------------------------------------------------------------------------------
WF Asset Allocation 28 86
-------------------------------------------------------------------------------
WF Corporate Bond 27 83
-------------------------------------------------------------------------------
WF Equity Income 28 86
-------------------------------------------------------------------------------
WF Equity Index 23 70
-------------------------------------------------------------------------------
WF Equity Value 28 86
-------------------------------------------------------------------------------
WF Growth 28 86
-------------------------------------------------------------------------------
WF International Equity 28 86
-------------------------------------------------------------------------------
WF Large Company Growth 28 86
-------------------------------------------------------------------------------
WF Money Market 26 81
-------------------------------------------------------------------------------
WF Small Cap Growth 30 92
-------------------------------------------------------------------------------
WF Specialized Technology 32 98
-------------------------------------------------------------------------------
</TABLE>

We provide these examples to help you understand the direct and indirect costs
and expenses of the contract. These examples assume that the Estate Enhancement
Death Benefit is in effect. Without this benefit, expenses would be lower.
These examples assume that fee waivers/reimbursements will continue for the
length of time shown in the example. For more information, see Charges and
other deductions in this Prospectus, and the prospectuses for the funds. Pre-
mium taxes may also apply, although they do not appear in the examples. This
example should not be considered a representation of past or future expenses.
Actual expenses may be more or less than those shown.

6
<PAGE>

Summary

What kind of contract am I buying? It is an individual variable and/or market
value adjusted annuity contract between you and Lincoln Life. This Prospectus
describes the variable side of the contract. See The contracts.

What is the variable annuity account (VAA)? It is a separate account we estab-
lished under Indiana insurance law, and registered with the SEC as a unit in-
vestment trust. VAA assets are allocated to one or more subaccounts, according
to your investment choices. VAA assets are not chargeable with liabilities
arising out of any other business which Lincoln Life may conduct. See Variable
annuity account.

What are my investment choices? Based upon your instruction for purchase pay-
ments, the VAA applies your purchase payments to buy shares in one or more of
the investment options. See Investments of the variable annuity account--De-
scription of the funds.

Who invests my money? Several different investment advisors manage the invest-
ment options. See Investments of the variable annuity account--Investment ad-
visors.

How does the contract work? If we approve your application, we will send you a
contract. When you make purchase payments during the accumulation phase, you
buy accumulation units. If you decide to receive retirement income payments,
your accumulation units are converted to annuity units. Your retirement income
payments will be based on the number of annuity units you received and the
value of each annuity unit on payout days. See The contracts.

What charges do I pay under the contract? We will deduct any applicable pre-
mium tax from purchase payments or contract value at the time the tax is in-
curred or at another time we choose.

We charge an account fee of $40 on any contract anniversary if the contract
value is less than $100,000.

We apply an annual charge totaling 1.45% to the daily net asset value of the
VAA. This charge includes 0.15% as an administrative charge and 1.30% as a
mortality and expense risk charge. If the Estate Enhancement Benefit Rider is
in effect, the mortality and expense risk charge is 1.50% for an annual charge
totaling 1.65%. See Charges and other deductions.

The funds' investment management fees, expenses and expense limitations, if
applicable, are more fully described in the prospectuses for the funds.

What purchase payments do I make, and how often? Subject to the minimum and
maximum payment amounts, your payments are completely flexible. See The con-
tracts--Purchase payments.

How will my annuity payouts be calculated? If you decide to annuitize, you may
select an annuity option and start receiving retirement income payments from
your contract as a fixed option or variable option or a combination of both.
See Annuity payouts--Annuity options. Remember that participants in the VAA
benefit from any gain, and take a risk of any loss, in the value of the secu-
rities in the funds' portfolios.

What happens if I die before I annuitize? Your beneficiary will receive the
enhanced guaranteed minimum death benefit. If the Estate Enhancement Benefit
Rider is in effect, a larger death benefit may be paid. Your beneficiary has
options as to how the death benefit is paid. In the alternative, you may
choose to receive a death benefit on the death of the annuitant. See The con-
tracts--Death benefit before the annuity commencement date.

May I transfer contract value between variable options and between the fixed
side of the contract? Yes, with certain limits. See The contracts--Transfers
between subaccounts on or before the annuity commencement date, Transfers af-
ter the annuity commencement date and Transfers to and from a fixed account on
or before the annuity commencement date.

May I surrender the contract or make a withdrawal? Yes, subject to contract
requirements and to the restrictions of any qualified retirement plan for
which the contract was purchased. See The contracts--Surrenders and with-
drawals. A portion of surrender/withdrawal proceeds may be taxable. In addi-
tion, if you decide to take a distribution before age 59 1/2, a 10% Internal
Revenue Service (IRS) tax penalty may apply. A surrender or a withdrawal also
may be subject to 20% withholding. See Federal tax matters.

Do I get a free look at this contract? Yes. You can cancel the contract within
ten days (in some states longer) of the date you first receive the contract.
You need to return the contract, postage prepaid, to our Home Office. In most
states you assume the risk of any market drop on purchase payments you allo-
cate to the variable side of the contract. See Return privilege.

Condensed financial information for the variable annuity account

Because the subaccounts which are available under the contracts did not begin
operation before the date of this Prospectus, financial information for the
subaccounts is not included in this Prospectus or in the SAI.

Investment results

At times, the VAA may compare its investment results to various unmanaged in-
dices or other variable annui-

7
<PAGE>

ties in reports to shareholders, sales literature and advertisements. The re-
sults will be calculated on a total return basis for various periods, with or
without contingent deferred sales charges. Total returns include the reinvest-
ment of all distributions, which are reflected in changes in unit value. See
the SAI for further information.

Financial statements

The statutory-basis financial statements of Lincoln Life are located in the
SAI. No financial statements are included for the VAA because as of December
31, 2000, the account had not yet commenced operations. If you would like a
free copy of the SAI, complete and mail the enclosed card, or call 1-800-458-
0822.

The Lincoln National Life Insurance Co.

Lincoln Life was founded in 1905 and is organized under Indiana law. We are
one of the largest stock life insurance companies in the United States. We are
owned by Lincoln National Corp. (LNC) which is also organized under Indiana
law. LNC's primary businesses are insurance and financial services.

Variable annuity account (VAA)

On November 28, 2000, the VAA was established as an insurance company separate
account under Indiana law. It is registered with the SEC as a unit investment
trust under the provisions of the Investment Company Act of 1940 (1940 Act).
The SEC does not supervise the VAA or Lincoln Life. The VAA is a segregated
investment account, meaning that its assets may not be charged with liabili-
ties resulting from any other business that we may conduct. Income, gains and
losses, whether realized or not, from assets allocated to the VAA are, in ac-
cordance with the applicable annuity contracts, credited to or charged against
the VAA. They are credited or charged without regard to any other income,
gains or losses of Lincoln Life. The VAA satisfies the definition of a sepa-
rate account under the federal securities laws. We do not guarantee the in-
vestment performance of the VAA. Any investment gain or loss depends on the
investment performance of the funds. You assume the full investment risk for
all amounts placed in the VAA.

The VAA is used to support other annuity contracts offered by Lincoln Life in
addition to the contracts described in this Prospectus. The other annuity con-
tracts supported by the VAA generally invest in the same funds as the con-
tracts described in this Prospectus. These other annuity contracts may have
different charges that could affect performance of the subaccount.

Investments of the variable annuity account

You decide the subaccount(s) to which you allocate purchase payments. There is
a separate subaccount which corresponds to each class of each fund. You may
change your allocation without penalty or charges. Shares of the funds will be
sold at net asset value with no initial sales charge to the VAA in order to
fund the contracts. The funds are required to redeem fund shares at net asset
value upon our request. We reserve the right to add, delete or substitute
funds.

Investment advisors
The investment advisors of the funds are:

American Funds Insurance Series, managed by Capital Research and Management
Company.

Delaware Group Premium Fund Inc. ("Delaware Group"), managed by Delaware Man-
agement Company. The REIT Series is sub-advised by Lincoln Investment Manage-
ment. The Emerging Markets Series is managed by Delaware International Advis-
ers Ltd.

Evergreen Variable Annuity Trust--VA Omega Fund and VA Strategic Income Fund
are managed by Evergreen Investment Management Company; VA Special Equity Fund
is managed by Meridian Investment Company.

Goldman Sachs Variable Insurance Trust--CORE Small Cap Equity and Mid Cap
Value are managed by Goldman Sachs Asset Management.

Janus Aspen Series, managed by Janus Capital Corporation.

Lincoln National Capital Appreciation Fund, Inc., and Lincoln National Growth
and Income Fund, Inc., managed by Lincoln Investment Management, Inc. ("LIM").
Lincoln National Capital Appreciation Fund, Inc. is sub-advised by Janus Capi-
tal Corporation and Lincoln National Growth and Income Fund, Inc. is sub-ad-
vised by Goldman Sachs & Co. LIM has informed the funds to which it provides
advisory services that it intends to integrate its investment capabilities
into a newly created series of its affiliate, Delaware Management Business
Trust, during the first or second quarter of 2001. The new series will be
named Delaware Lincoln Investment Advisers. LIM does not expect the integra-
tion to result in any change in the level of advisory services that it cur-
rently provides to these funds, although there may be some changes in, and ad-
ditions to, personnel. See the prospectuses for these funds for more informa-
tion.

MFS--Variable Insurance Trust ("MFS Variable Trust"), managed by Massachusetts
Financial Services Company.

Neuberger Berman Advisers Management Trust (AMT), managed by Neuberger Berman
Management Incorporated.

8
<PAGE>

Variable Insurance Products ("Fidelity(R) VIP"), managed by Fidelity Manage-
ment & Research Company.

Wells Fargo Variable Trust, managed by Wells Fargo Bank, N.A.

As compensation for their services to the fund, the investment advisors re-
ceive a fee from the fund, which is accrued daily and paid monthly. This fee
is based on the net assets of each fund, as defined under the Purchase and Re-
demption of Shares, in the prospectus for the fund.

With respect to a fund, the advisor and/or distributor, or an affiliate there-
of, may compensate Lincoln Life (or an affiliate) for administrative, distri-
bution, or other
services. Some funds may compensate us more than other funds. It is antici-
pated that such compensation will be based on assets of the particular fund
attributable to the contracts along with certain other variable contracts is-
sued or administered by Lincoln Life (or an affiliate).

The funds' shares are issued and redeemed only in connection with variable an-
nuity contracts and variable life insurance policies (mixed funding) issued
through separate accounts of Lincoln Life and other life insurance companies
(shared funding). The funds do not foresee any disadvantage to contractowners
arising out of mixed or shared funding. Nevertheless, the funds' Boards intend
to monitor events in order to identify any material irreconcilable conflicts
which may possibly arise and to determine what action, if any, should be taken
in response thereto. If such a conflict were to occur, one of the separate ac-
counts might withdraw its investment in a fund. This might force a fund to
sell portfolio securities at disadvantageous prices.

Description of the funds
Each of the subaccounts of the VAA is invested solely in shares of one of the
funds available under the contract. Each fund is registered as a diversified,
open-end management investment company under the 1940 Act, except for the Del-
aware Premium REIT Series and Delaware Premium Emerging Market Series, which
are non-diversified. Diversified means not owning too great a percentage of
the securities of any one company. An open-end company is one which, in this
case, permits Lincoln Life to sell its shares back to the fund when you make a
withdrawal, surrender the contract or transfer from one fund to another. Man-
agement investment company is the legal term for a mutual fund. These defini-
tions are very general. The precise legal definitions for these terms are con-
tained in the 1940 Act.

Certain funds offered as part of this contract have similar investment objec-
tives and policies to other portfolios managed by the advisor. The investment
results of the funds, however, may be higher or lower than the other portfo-
lios that are managed by the advisor or sub-advisor. There can be no assur-
ance, and no representation is made, that the investment results of any of the
funds will be comparable to the investment results of any other portfolio man-
aged by the advisor or sub-advisor.

Following are brief summaries of the investment objectives and policies of the
funds. Each fund is subject to certain investment policies and restrictions
which may not be changed without a majority vote of shareholders of that fund.
More detailed information may be obtained from the current prospectus for the
fund which is included in this booklet. Please be advised that there is no as-
surance that any of the funds will achieve their stated objectives.

AFIS Global Small Capitalization Fund: Seeks to make your investment grow over
time by investing primarily in stocks of smaller companies located around the
world that typically have market capitalizations of $50
million to $1.5 billion. The fund is designed for investors seeking capital
appreciation through stocks. Investors in the fund should have a long-term
perspective and be able to tolerate potentially wide price fluctuations.

AFIS Growth Fund: Seeks to make your investment grow by investing primarily in
common stocks of companies that appear to offer superior opportunities for
growth of capital. The fund is designed for investors seeking capital appreci-
ation through stocks. Investors in the fund should have a long-term perspec-
tive and be able to tolerate potentially wide price fluctuations.

AFIS International Fund: Seeks to make your investment grow over time by in-
vesting primarily in common stocks of companies located outside the United
States. The fund is designed for investors seeking capital appreciation
through stocks. Investors in the fund should have a long-term perspective and
be able to tolerate potentially wide price fluctuations.

Delaware Premium Emerging Markets Series: Seeks long-term growth by investing
primarily in stocks of companies located or operating in emerging or develop-
ing countries.

Delaware Premium Growth and Income Series: Seeks the highest possible total
return by investing in stocks that exhibit the potential for growth while pro-
viding higher than average dividend income.

Delaware Premium High Yield Series (formerly Delchester): Seeks total return
and, as a secondary objective, high current income. The series invests in
rated and unrated corporate bonds (including high-risk, high-yield bonds com-
monly known as junk bonds), foreign bonds, U.S. government securities and com-
mercial paper. An investment in this series may involve greater risks than an
investment in a portfolio comprised primarily of investment-grade bonds.

Delaware Premium REIT Series: Seeks to achieve maximum long-term total return
by investing primarily in the securities of real estate investment trusts and
real estate operating companies.

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Delaware Premium Small Cap Value Series: Seeks growth by investing primarily
in stocks of small cap companies whose market values appear low relative to
underlying value or future earnings and growth potential.

Delaware Premium Trend Series: Seeks long-term growth by investing primarily
in stocks of small companies and convertible securities of emerging and other
growth-oriented companies.

Delaware Premium U.S. Growth: Seeks to provide maximum capital appreciation by
investing primarily in companies with high expected earnings growth relative
to their industry, strong balance sheets and low dividend yields. Seeks to
identify companies of all sizes whose earnings are expected to grow faster
than the U.S. economy in general.

Evergreen VA Omega Fund: Seeks long-term capital growth. The Fund invests pri-
marily in common stocks of U.S. companies across all market capitalizations.

Evergreen VA Special Equity Fund: Seeks capital growth by investing primarily
in equity securities of U.S. companies with small market capitalizations.

Evergreen VA Strategic Income Fund: Seeks high current income from interest on
debt securities. Secondarily, the Fund considers potential for growth of capi-
tal in selecting securities. The Fund intends to allocate its assets princi-
pally between domestic high yield, high risk bonds and debt securities of for-
eign governments and foreign corporations.

Fidelity(R) VIP Contrafund: Seeks long-term capital appreciation by investing
primarily in securities of companies whose value the advisor believes is not
fully recognized by the public.

Fidelity(R) VIP Growth Opportunities Portfolio: Seeks capital growth by in-
vesting primarily in common stocks.

Fidelity(R) VIP Overseas Portfolio: Seeks long-term growth of capital by in-
vesting primarily in foreign securities.

Goldman Sachs CORE Small Cap Equity Fund: Seeks long-term growth of capital.
The Fund seeks this objective through a broadly diversified portfolio of eq-
uity securities of U.S. issuers.

Goldman Sachs Mid Cap Value Fund: Seeks long-term capital appreciation. The
Fund invests substantially all of its assets in equity securities of mid-cap
companies.

Janus Aspen Series Aggressive Growth seeks long-term growth of capital. The
Portfolio invests primarily in common stocks selected for their growth poten-
tial, and normally invests at least 50% of its equity assets in medium-sized
companies. The Portfolio is nondiversified and may hold larger positions in a
smaller number of securities than a diversified fund.

Janus Aspen Series Worldwide Growth Portfolio: Seeks long-term growth of capi-
tal in a manner consistent with the preservation of capital. The Portfolio
pursues its objective by investing primarily in common stocks of companies of
any size throughout the world. The Portfolio normally invests in issuers from
at least 5 different countries, including the U.S., although may at times in-
vest in fewer than five countries or even a single country.

Lincoln National Capital Appreciation Fund: Seeks long-term growth of capital
in a manner consistent with preservation of capital. The fund primarily buys
stocks in a large number of companies of all sizes if the companies are com-
peting well and if their products or services are in high demand. It may also
buy some money market securities and bonds, including junk bonds.

Lincoln National Growth and Income Fund: Seeks long-term capital appreciation.
The fund buys stocks of established companies.

MFS(R) Variable Trust Capital Opportunities: Seeks capital appreciation. The
Portfolio invests primarily in common stocks and related securities, such as
preferred stocks, convertible securities and depository receipts for those se-
curities. The series focuses on companies which have favorable growth prospec-
tus and attractive valuations based on current and expected earnings or cash
flow.

MFS(R) Variable Trust Emerging Growth Series: Seeks to provide long-term
growth by investing primarily in the common stocks of companies the managers
believe are in the early stages of their life cycle but which have the poten-
tial to become major enterprises.

MFS(R) Variable Trust Utilities Series: Seeks capital growth and current in-
come by investing the majority of its assets in equity and debt securities of
both domestic and foreign companies in the utilities industry.

NB AMT Balanced Portfolio: Seeks long-term capital growth and reasonable cur-
rent income without undue risk to principal.

NB AMT Mid-Cap Growth Portfolio: Seeks growth of capital through an investment
approach that is designed to increase capital with reasonable risk. It invests
mainly in common stocks of mid-to-large capitalization companies.

NB AMT Regency: Seeks growth of capital by investing mainly in common stocks
of mid-capitalization companies. The Portfolio seeks to reduce risk by diver-
sifying among different companies and industries.

Wells Fargo Asset Allocation Fund: Seeks long-term total return, consistent
with reasonable risk. The Fund allocates and reallocates assets among common
stocks, U.S. Treasury bonds and money market instruments.

Wells Fargo Corporate Bond Fund: Seeks a high level of current income consis-
tent with reasonable risk by actively managing a diversified portfolio con-
sisting primarily of corporate debt securities.

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Wells Fargo Equity Income Fund: Seeks long-term capital appreciation and
above-average dividend income by investing in the common stocks of large,
high-quality domestic companies that have above-average return potential.

Wells Fargo Equity Index Fund: Seeks to approximate the total rate of return
of substantially all common stocks comprising the S&P 500 Index.

Wells Fargo Equity Value Fund: Seeks long-term capital appreciation by invest-
ing in the a diversified portfolio composed primarily of equity securities
that are trading at low price-to-earnings ratios, as measured against the
stock market as a whole or against the individual stock's own price history.

Wells Fargo Growth Fund: Seeks long-term capital appreciation by investing
primarily in common stocks and other equity securities of companies that have
a strong earnings growth trend.

Wells Fargo International Equity Fund: Seeks long-term growth by investing in
equity securities of companies based outside the U.S.

Wells Fargo Large Company Growth Fund: Seeks long-term capital appreciation by
investing in large, high-quality domestic companies that appear to have supe-
rior growth potential.

Wells Fargo Money Market Fund: Seeks a high level of current income, while
preserving capital and liquidity. The Fund invests primarily in high-quality
money market instruments.

Wells Fargo Small Cap Growth Fund: Seeks long-term capital appreciation by in-
vesting in the common stocks of domestic and foreign companies that appear to
have above-average prospects for capital growth, or that may be involved in
new or innovative products, services and processes.

Wells Fargo Specialized Technology Fund: Seeks long-term capital appreciation
by investing in equity securities of U.S. and foreign technology companies.

Fund shares
We will purchase shares of the funds at net asset value and direct them to the
appropriate subaccounts of the VAA. We will redeem sufficient shares of the
appropriate funds to pay annuity payouts, death benefits, surrender/withdrawal
proceeds or for other purposes described in the contract. If you want to
transfer all or part of your investment from one subaccount to another, we may
redeem shares held in the first and purchase shares of the other. Redeemed
shares are retired, but they may be reissued later.

Shares of the funds are not sold directly to the general public. They are sold
to Lincoln Life, and may be sold to other insurance companies, for investment
of the assets of the subaccounts established by those insurance companies to
fund variable annuity and variable life insurance contracts.

Reinvestment of dividends and capital gain distributions
All dividends and capital gain distributions of the funds are automatically
reinvested in shares of the distributing funds at their net asset value on the
date of distribution. Dividends are not paid out to contractowners as addi-
tional units, but are reflected as changes in unit values.

Addition, deletion or substitution of investments
We reserve the right, within the law, to add, delete and substitute series
and/or funds within the VAA. We may also add, delete, or substitute series or
funds only for certain classes of contractowners. New or substitute funds may
have different fees and expenses, and may only be offered to certain classes
of contractowners. This substitution might occur if shares of a fund should no
longer be available, or if investment in any fund's shares should become inap-
propriate, in the judgment of our management, for the purposes of the con-
tract. We cannot substitute shares of one fund for another without the ap-
proval by the SEC. We will also notify you.

Charges and other
deductions

We will deduct the charges described below to cover our costs and expenses,
services provided and risks assumed under the contracts. We incur certain
costs and expenses for the distribution and administration of the contracts
and for providing the benefits payable thereunder. More particularly, our ad-
ministrative services include: processing applications for and issuing the
contracts, processing purchases and redemptions of fund shares as required
(including dollar cost averaging, cross-reinvestment, portfolio rebalancing,
and automatic withdrawal services --See Additional services and the SAI for
more information on these programs), maintaining records, administering annu-
ity payouts, furnishing accounting and valuation services (including the cal-
culation and monitoring of daily subaccount values), reconciling and deposit-
ing cash receipts, providing contract confirmations, providing toll-free in-
quiry services and furnishing telephone fund transfer services. The risks we
assume include: the risk that annuitants receiving annuity payouts under con-
tract live longer than we assumed when we calculated our guaranteed rates
(these rates are incorporated in the contract and cannot be changed); the risk
that death benefits paid will exceed the actual contract value; and the risk
that our costs in providing the services will exceed our revenues from con-
tract charges (which we cannot change). The amount of a charge may not neces-
sarily correspond to the costs associated with providing the services or bene-
fits indicated by the description of the charge.

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Deductions from the VAA for
We deduct from the VAA an amount, computed daily, which is equal to an annual
rate of 1.45% (1.65% for contracts with the Estate Enhancement Benefit Rider)
of the daily net asset value. The charge consists of a 0.15% administrative
charge and a 1.30% (1.50% for contracts with the Estate Enhancement Benefit
Rider) mortality and expense risk charge.

Account fee
During the accumulation period, we will deduct $40 from the contract value on
each contract anniversary to compensate us for the administrative services
provided to you; this $40 account fee will also be deducted from the contract
value upon surrender. This fee may be lower in certain states, if required.
The account fee will be waived for any contract with a contract value that is
equal to or greater than $100,000 on the contract anniversary.

Rider charges
A fee or expense may also be deducted in connection with any benefits added to
the contract by rider or endorsement. See the rider for any applicable fee or
expense.

Deductions for premium taxes
Any premium tax or other tax levied by any governmental entity as a result of
the existence of the contracts or the VAA will be deducted from the contract
value when incurred, or at another time of our choosing.

The applicable premium tax rates that states and other governmental entities
impose on the purchase of an annuity are subject to change by legislation, by
administrative interpretation or by judicial action. These premium taxes gen-
erally depend upon the law of your state of residence. The tax ranges from
zero to 5.0%.

Other charges and deductions
There are deductions from and expenses paid out of the assets of the under-
lying funds that are more fully described in the prospectuses for the funds.
Among these deductions and expenses are 12b-1 fees which reimburse Lincoln
Life for certain expenses incurred in connection with certain administrative
and distribution support services provided to the funds.

Additional information
The administrative charge and account fee described previously may be reduced
or eliminated for any particular contract. However, these charges will be re-
duced only to the extent that we anticipate lower distribution and/or adminis-
trative expenses, or that we perform fewer sales or administrative services
than those originally contemplated in establishing the level of those charges.
Lower distribution and administrative expenses may be the result of economies
associated with (1) the use of mass enrollment procedures, (2) the performance
of administrative or sales functions by the employer, (3) the use by an em-
ployer of automated techniques in submitting deposits or information related
to deposits on behalf of its employees or (4) any other circumstances which
reduce distribution or administrative expenses. The exact amount of charges
and fees applicable to a particular contract will be stated in that contract.

The contracts

Purchase of contracts
If you wish to purchase a contract, you must apply for it through a sales rep-
resentative authorized by us. The completed application is sent to us and we
decide whether to accept or reject it. If the application is accepted, a con-
tract is prepared and executed by our legally authorized officers. The con-
tract is then sent to you through your sales representative. See Distribution
of the contracts.

When a completed application and all other information necessary for process-
ing a purchase order is received, an initial purchase payment will be priced
no later than two business days after we receive the order. While attempting
to finish an incomplete application, we may hold the initial purchase payment
for no more than five business days. If the incomplete application cannot be
completed within those five days, you will be informed of the reasons, and the
purchase payment will be returned immediately. Once the application is com-
plete, the initial purchase payment must be priced within two business days.

Who can invest
To apply for a contract, you must be of legal age in a state where the con-
tracts may be lawfully sold and also be eligible to participate in any of the
qualified or nonqualified plans for which the contracts are designed. The
contractowner, joint owner and annuitant cannot be older than age 85.

Purchase payments
Purchase payments are payable to us at a frequency and in an amount selected
by you in the application. The minimum initial purchase payment is $25,000.
The minimum annual amount for additional purchase payments is $300. The mini-
mum payment to the contract at any one time must be at least $100 ($25 if
transmitted electronically). Purchase payments in total may not exceed $2 mil-
lion for an owner or $1 million for each joint owner without Lincoln Life ap-
proval. If you stop making purchase payments, the contract will remain in
force as a paid-up contract. However, we may terminate the contract as allowed
by your state's non-forfeiture law for individual deferred annuities. Purchase
payments may be made or, if stopped, resumed at any time until the annuity
commencement date, the surrender of the contract, maturity date or the payment
of any death benefit,

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<PAGE>

whichever comes first. Lincoln Life reserves the right to limit purchase pay-
ments made to the contract.

Valuation date
Accumulation and annuity units will be valued once daily at the close of
trading (currently, normally, 4:00 p.m., New York time) on each day the New
York Stock Exchange is open (valuation date). On any date other than a
valuation date, the accumulation unit value and the annuity unit value will
not change.

Allocation of purchase payments
Purchase payments allocated to the variable account are placed into the VAA's
subaccounts, each of which invests in shares of the class of its corresponding
fund, according to your instructions.

The minimum amount of any purchase payment which can be put into any one
subaccount is $20. Upon allocation to a subaccount, purchase payments are con-
verted into accumulation units. The number of accumulation units credited is
determined by dividing the amount allocated to each subaccount by the value of
an accumulation unit for that subaccount on the valuation date on which the
purchase payment is received at our Home Office if received before 4:00 p.m.,
New York time. If the purchase payment is received at or after 4:00 p.m., New
York time, we will use the accumulation unit value computed on the next valua-
tion date. The number of accumulation units determined in this way is not
changed by any subsequent change in the value of an accumulation unit. Howev-
er, the dollar value of an accumulation unit will vary depending not only upon
how well the underlying fund's investments perform, but also upon the expenses
of the VAA and the underlying funds.

Valuation of accumulation units
Purchase payments allocated to the VAA are converted into accumulation units.
This is done by dividing the amount allocated by the value of an accumulation
unit for the valuation period during which the purchase payments are allocated
to the VAA. The accumulation unit value for each subaccount was or will be es-
tablished at the inception of the subaccount. It may increase or decrease from
valuation period to valuation period. The accumulation unit value for a
subaccount for a later valuation period is determined as follows:

(1) The total value of the fund shares held in the subaccount is calculated by
multiplying the number of fund shares owned by the subaccount at the be-
ginning of the valuation period by the net asset value per share of the
fund at the end of the valuation period, and adding any dividend or other
distribution of the fund if an ex-dividend date occurs during the valua-
tion period; minus

(2) The liabilities of the subaccount at the end of the valuation period;
these liabilities include daily charges imposed on the subaccount, and may
include a charge or credit with respect to any taxes paid or reserved for
by us that we determine result from the operations of the VAA; and

(3) The result of (2) is divided by the number of subaccount units outstanding
at the beginning of the valuation period.

The daily charges imposed on a subaccount for any valuation period are equal
to the daily mortality and expense risk charge and the daily administrative
charge multiplied by the number of calendar days in the valuation period. Be-
cause a different daily charge is made for contracts with the Estate Enhance-
ment Benefit Rider, contracts with the Rider will have different corresponding
accumulation unit values on any given day than contracts without the Rider.

Transfers between subaccounts on or before the annuity commencement date
You may transfer all or a portion of your investment from one subaccount to
another. A transfer involves the surrender of accumulation units in one
subaccount and the purchase of accumulation units in the other subaccount. A
transfer will be done using the respective accumulation unit values determined
at the end of the valuation date on which the transfer request is received.
There is no charge for a transfer.

Transfers are limited to twelve (12) (within and/or between the variable and
the fixed accounts) per contract year unless otherwise authorized by Lincoln
Life. This limit does not apply to transfers made under the automatic transfer
programs of dollar cost averaging, cross re-investment or portfolio
rebalancing programs elected on forms available from us. (See Additional serv-
ices and the SAI for more information on these programs.)

The minimum amount which may be transferred between subaccounts is $300 (or
the entire amount in the subaccount, if less than $300). If the transfer from
a subaccount would leave you with less than $300 in the subaccount, we may
transfer the total balance of the subaccount.

A transfer may be made by writing to our Home Office or, if a Telephone Ex-
change Authorization form (available from us) is on file with us, by a toll-
free telephone call or by the Lincoln Life internet site. In order to prevent
unauthorized or fraudulent telephone transfers, we may require the caller to
provide certain identifying information before we will act upon his or her in-
structions. We may also assign the contractowner a Personal Identification
Number (PIN) to serve as identification. We will not be liable for following
telephone instructions we reasonably believe are genuine. Telephone requests
may be recorded and written confirmation of all transfer requests will be
mailed to the contractowner on the next valuation date. Telephone transfers
will be processed on the valuation date that they are received when they are
received at our customer service center before 4 p.m. New York time.

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<PAGE>

When thinking about a transfer of contract value, you should consider the in-
herent risk involved. Frequent transfers based on short-term expectations may
increase the risk that a transfer will be made at an inopportune time. This
contract is not designed for professional market timing organizations or other
entities using programmed and frequent transfers.

Repeated patterns of frequent transfers are disruptive to the operation of the
subaccounts, and should Lincoln Life become aware of such disruptive practic-
es, Lincoln Life may refuse to permit such transfers.

Payment or transfer may be delayed as permitted by the 1940 Act.

Transfers to and from a fixed account on or before the annuity commencement
date

You may transfer all or any part of the contract value from the subaccount(s)
to the fixed side of the contract. The minimum amount which can be transferred
to a fixed account is $2,000 or the total amount in the subaccount if less
than $2,000. However, if a transfer from a subaccount would leave you with
less than $300 in the subaccount, we may transfer the total amount to the
fixed side of the contract.

You may also transfer part of the contract value from a fixed account to the
various subaccount(s) subject to the following restrictions: (1) the sum of
the percentages of fixed value transferred is limited to 25% of the value of
that fixed account in any twelve month period; and (2) the minimum amount
which can be transferred is $300 or the amount in the fixed account.

There is no charge to you for a transfer. Transfers are limited to twelve (12)
(within and/or between the variable and the fixed accounts) per contract year
unless otherwise authorized by Lincoln Life. Transfers made as a part of an
automatic transfer program will not be counted against these twelve transfers.
Transfers of all or a portion of a fixed account (other than automatictransfer
programs) may be subject to a market valueadjustment.

Payment or transfer may be delayed as permitted by the 1940 Act.

Transfers after the annuity commencement date
You may transfer all or a portion of your investment in one subaccount to an-
other subaccount or to the fixed side of the contract. Those transfers will be
limited to three times per contract year. You may also transfer from a vari-
able annuity payment to a fixed annuity payment. No transfers are allowed from
the fixed side of the contract to the subaccounts.

Additional services
There are four additional services available to you at no extra charge under
your contract: dollar-cost averaging (DCA), automatic withdrawal service
(AWS), cross-reinvestment service and portfolio rebalancing. In order to take
advantage of one of these services, you will need to complete the election
form for the service that is available from us. For further detailed informa-
tion on these services, please see Advertising and sales literature in the
SAI.

Dollar-cost averaging (DCA) allows you to transfer amounts from the DCA fixed
subaccount or certain variable subaccounts into the variable subaccounts on a
monthly basis. The minimum amount that can be dollar cost averaged is $1,500.

The automatic withdrawal service (AWS) provides for an automatic periodic
withdrawal of your contract value. The minimum contract value required to es-
tablish an AWS is $10,000.

The cross-reinvestment service allows you to automatically transfer the ac-
count value in a designated variable subaccount that exceeds a baseline amount
to another specific variable subaccount at specific intervals. The minimum
contract value required for this service is $10,000.

Portfolio rebalancing is an option that restores to a pre-determined level the
percentage of contract value allocated to each variable account subaccount.
The rebalancing may take place monthly, quarterly, semi-annually or annually.

Death benefit before the annuity commencement date
You may designate a beneficiary during your lifetime and change the benefi-
ciary by filing a written request with our Home Office. Each change of benefi-
ciary revokes any previous designation. We reserve the right to request that
you send us the contract for endorsement of a change of beneficiary.

Upon the death of the contractowner, a death benefit will be paid to the bene-
ficiary. Upon the death of a joint owner, the death benefit will be paid to
the surviving joint owner. Upon the death of an annuitant who is not the
contractowner or joint owner, a death benefit may be paid to the contractowner
(and joint owner, if applicable, in equal shares). If the contractowner is a
corporation or other non-individual (non-natural person), the death of the an-
nuitant will be treated as death of the contractowner. Death benefits are tax-
able. See Federal tax matters.

If the death occurs before the annuity commencement date, the death benefit
paid will be the greatest of: (1) the contract value as of the day on which
Lincoln Life approves the payment of the claim; (2) the sum of all purchase
payments less the sum of all withdrawals, partial annuitization and premium
tax incurred; or (3) the highest contract value which the contract attains on
any contract anniversary date (including the inception date) (determined be-
fore the allocation of any purchase payments on that contract anniversary)
prior to the 81st birthday of the deceased. The highest contract value is in-

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<PAGE>

creased by purchase payments and is decreased by partial withdrawals, partial
annuitizations, and any premium taxes incurred on or subsequent to the anni-
versary date on which the highest contract value is obtained.

If the Estate Enhancement Death Benefit Rider ("Rider") is in effect, death
benefit will be paid that is equal to the greatest of the following four
items:

. the contract value as of the day on which Lincoln Life approves payment of
the claim is; or

. the sum of all purchase payments less the sum of all withdrawals, partial
annuitizations and premium tax incurred; or

. the highest contract value which the contract attains on any contract anni-
versary date (including the inception date) (determined before the alloca-
tion of any purchase payments on that contract anniversary) prior to the
81st birthday of the deceased. The highest contract value is increased by
purchase payments and is decreased by partial withdrawals, partial
annuitizations, and any premium taxes incurred on or subsequent to the anni-
versary date on which the highest contract value is obtained; or

. the contract value on the date on which the death claim is approved plus the
enhancement rate multiplied times the lesser of: (1) the Contract Earnings,
or (2) the Covered Earnings limit.

The enhancement rate is based on the age of the oldest insured on the date the
Rider becomes effective. If the oldest insured is under age 70, the rate is
40%. If the oldest insured is age 70 to 75, the rate is 25%.

Contract Earnings equals:

. the contract value on the date the Estate Enhancement Benefit is approved
by the Home Office for payment; minus

. all purchase payments made to the contract after the effective date of the
Rider; plus

. the amount by which each withdrawal made on or after the effective date of
the Rider exceeded the Contract Earnings immediately prior to the
withdrawal.

Covered Earnings limit equals 200% of:

. all purchase payments made to the contract after the effective date of the
Rider and prior to the contract anniversary immediately preceding the
oldest insured's 76th birthday; minus

. the amount by which each withdrawal made on or after the effective date of
the Rider exceeded the Contract Earnings immediately prior to the
withdrawal.

If the beneficiary is the spouse of the contractowner, then the spouse may
elect to continue the contract as owner.

If there are joint owners, upon the death of the first contractowner, Lincoln
Life will pay a death benefit to the surviving joint owner. The surviving
joint owner will be treated as the primary, designated beneficiary. Any other
beneficiary designation on record at the time of death will be treated as a
contingent beneficiary. If the surviving joint owner is the spouse of the de-
ceased joint owner he/she may continue the contract as sole contractowner.
Upon the death of the spouse who continues the contract, Lincoln Life will pay
a death benefit to the designated beneficiary(s).

Upon the death of a contractowner, joint owner or annuitant, if the surviving
spouse continues the contract, any portion of the death benefit that would
have been payable (if the contract had not been continued) that exceeds the
current contract value will be credited to the contract. This provision ap-
plies only one time for each contract. If the contract is continued in this
way, the enhancement rate for future benefits under the Estate Enhancement
Death Benefit Rider, if applicable, will be based on the age of the older of
the surviving spouse or the annuitant at the time the excess of the original
Estate Enhancement Benefit was paid into the contract. The Contract Earnings
and the Covered Earnings limit will be reset, treating the contract value (af-
ter payment of the excess Estate Enhancement Benefit into the account value)
as the initial deposit for purposes of future benefit calculations.

If an annuitant who is not the contractowner or joint owner dies, then the
contingent annuitant, if named, becomes the annuitant and no death benefit is
payable on the death of the annuitant. If no contingent annuitant is named,
the contractowner (or younger of joint owners) becomes the annuitant. Alterna-
tively, a death benefit may be paid to the contractowner (and joint owner, if
applicable, in equal shares) if the annuitant named on this contract has not
been changed, unless the change occurred because of the death of a prior annu-
itant. In addition, the Estate Enhancement Benefit will not be paid upon the
death of any owner or joint owner who has been changed after the effective
date of this Rider.

Notification of the election of this death benefit must be received by Lincoln
Life within 75 days of the death of the annuitant. If no contractowner is liv-
ing on the date of death of the annuitant, the death benefit will be available
to the beneficiary. The contract terminates when any death benefit is paid due
to the death of the annuitant. A death benefit payable on the death of the an-
nuitant will not be paid if the annuitant has been changed subsequent to the
effective date of this contract unless the change occurred because of the
death of a prior annuitant.

The value of the death benefit will be determined as of the date on which the
death claim is approved for payment. This payment of the death benefit will
occur upon receipt of: (1) proof (e.g. an original certified death certifi-
cate), or any other proof of death satisfactory to us, of the death; (2) writ-
ten authorization for payment;

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<PAGE>

and (3) our receipt of all required claim forms, fully completed. If the bene-
ficiary is a minor, court documents appointing the guardian/custodian must be
submitted.

Notwithstanding any provision of this contract to the contrary, the payment of
death benefits provided under this contract must be made in compliance with
Code Section 72(s) or 401(a)(9) as applicable, as amended from time to time.
Death benefits may be taxable. See Federal tax matters.

If a lump sum settlement is elected, the proceeds will be mailed within seven
days of approval by us of the claim subject to the laws, regulations and tax
code governing payment of death benefits. This payment may be postponed as per-
mitted by the Investment Company Act of 1940.

Unless otherwise provided in the beneficiary designation, one of the following
procedures will take place on the death of a beneficiary:

1. If any beneficiary dies before the contractowner, that beneficiary's inter-
est will go to any other beneficiaries named, according to their respective
interests; and/or

2. If no beneficiary survives the contractowner, the proceeds will be paid to
the contractowner's estate.

Unless the contractowner has already selected a settlement option, the benefi-
ciary may choose the method of payment of the death benefit. The death benefit
payable to the beneficiary or joint owner must be distributed within five years
of the contractowner's date of death unless the beneficiary begins receiving
within one year of the contractowner's death the distribution in the form of a
life annuity or an annuity for a designated period not extending beyond the
beneficiary's life expectancy.

The death benefit payable on the death of the annuitant will be distributed in
either a lump sum settlement or under an annuity payout. The annuity payout
must be selected within 60 days after Lincoln Life has approved the death
claim.

Joint ownership
If a contract has joint owners, the joint owners shall be treated as having
equal undivided interests in the contract. Either owner, independently of the
other, may exercise any ownership rights in this contract. Not more than two
owners (an owner and joint owner) may be named and contingent owners are not
permitted.

Annuitant
The following rules apply prior to the annuity commencement date. You may name
only one annuitant [unless you are a tax exempt entity, then you can name two
joint annuitants]. You (if the contractowner is a natural person) have the
right to change the annuitant at any time by notifying the Home Office of the
change. The new annuitant must be under age 85 as of the effective date of the
change. This change may cause a loss of the death benefit on the death of the
annuitant. See The contracts--Death benefit before the annuity commencement
date. A contingent annuitant may be named or changed by notifying the Home Of-
fice in writing.
On or after the annuity commencement date, the annuitant or joint annuitants
may not be changed. Contingent annuitant designations are no longer applicable.

Surrenders and withdrawals
Before the annuity commencement date, we will allow the surrender of the con-
tract or a withdrawal of the contract value upon your written request, subject
to the rules discussed below. Surrender or withdrawal rights after the annuity
commencement date are not available at this time, but may be available in the
future.

The amount available upon surrender/withdrawal is the contract value less any
applicable charges, fees, and taxes at the end of the valuation period during
which the written request for surrender/withdrawal is received at the home of-
fice. The minimum amount which can be withdrawn is $300. Unless a request for
withdrawal specifies otherwise, withdrawals will be made from all subaccounts
within the VAA and from the fixed account in the same proportion that the
amount of withdrawal bears to the total contract value. Surrenders and with-
drawals from the fixed account may be subject to a market value adjustment. See
Fixed side of the contract. Unless prohibited, surrender/withdrawal payments
will be mailed within seven days after we receive a valid written request at
the home office. The payment may be postponed as permitted by the 1940 Act.

The tax consequences of a surrender/withdrawal are discussed later in this
booklet. See Federal tax matters.

Lincoln Life reserves the right to surrender this contract if any withdrawal
reduces the total contract value to a level at which this contract may be sur-
rendered in accordance with applicable law for individual deferredannuities.

Delay of payments
Contract proceeds from the VAA will be paid within seven days, except (i) when
the NYSE is closed (other than weekends and holidays); (ii) times when market
trading is restricted or the SEC declares an emergency, and we cannot value
units or the funds cannot redeem shares; or (iii) when the SEC so orders to
protect contractowners.

Amendment of contract
We reserve the right to amend the contract to meet the requirements of the 1940
Act or other applicable federal or state laws or regulations. You will be noti-
fied in writing of any changes, modifications or waivers.

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<PAGE>

Commissions
Commissions are paid to dealers under different commission options. The maxi-
mum commission paid as a percentage of each purchase payment is 5.50%, plus
ongoing annual compensation of up to .80% of contract value. Upon
annuitization, the commissions paid to dealers are a maximum of 3.00% of ac-
count annuitized and/or an annual continuing commission of up to .80% of stat-
utory reserves. These commissions are not deducted from purchase payments or
contract value; they are paid by us.

Ownership
As contractowner, you have all rights under the contract. According to Indiana
law, the assets of the VAA are held for the exclusive benefit of all
contractowners and their designated beneficiaries; and the assets of the VAA
are not chargeable with liabilities arising from any other business that we
may conduct. Qualified contracts may not be assigned or transferred except as
permitted by applicable law and upon written notification to us. Non-qualified
contracts may not be collaterally assigned. We assume no responsibility for
the validity or effect of any assignment. Consult your tax advisor about the
tax consequences of an assignment.

Contractowner questions
The obligations to purchasers under the contracts are those of Lincoln Life.
Questions about your contract should be directed to us at 1-800-458-0822.

Annuity payouts

When you apply for a contract, you may select any annuity commencement date
permitted by law.

The contract provides optional forms of payouts of annuities (annuity op-
tions), each of which is payable on a variable basis, a fixed basis or a com-
bination of both as you specify. The contract provides that all or part of the
contract value may be used to purchase an annuity.

You may elect annuity payouts in monthly, quarterly, semiannual or annual in-
stallments. If the payouts from any subaccount would be or become less than
$50, we have the right to reduce their frequency until the payouts are at
least $50 each. Following are explanations of the variable annuity options
available.

Annuity options
Life Annuity. This option offers a periodic payout during the lifetime of the
annuitant and ends with the last payout before the death of the annuitant.
This option offers the highest periodic payout since there is no guarantee of
a minimum number of payouts or provision for a death benefit for beneficia-
ries. However, there is the risk under this option that the recipient would
receive no payouts if the annuitant dies before the date set for the first
payout; only one payout if death occurs before the second scheduled payout,
and so on.

Life Income with Payouts Guaranteed for Designated Period. This option guaran-
tees periodic payouts during a designated period, usually 10 or 20 years, and
then continues throughout the lifetime of the annuitant. The designated period
is selected by the contractowner.

Joint Life Annuity. This option offers a periodic payout during the joint
lifetime of the annuitant and a designated joint annuitant. The payouts con-
tinue during the lifetime of the survivor.

Joint Life Annuity with Guaranteed Period. This option guarantees periodic
payouts during a designated period, usually 10 or 20 years, and continues dur-
ing the joint lifetime of the annuitant and a designated joint annuitant. The
payouts continue during the lifetime of the survivor. The designated period is
selected by the contractowner.

Joint Life and Two Thirds to Survivor Annuity. This option provides a periodic
payout during the joint lifetime of the annuitant and a designated joint annu-
itant. When one of the joint annuitants dies, the survivor receives two thirds
of the periodic payout made when both were alive.

Joint Life and Two-Thirds Survivor Annuity with Guaranteed Period. This option
provides a periodic payout during the joint lifetime of the annuitant and a
joint annuitant. When one of the joint annuitants dies, the survivor receives
two-thirds of the periodic payout made when both were alive. This option fur-
ther provides that should one or both of the annuitants dies during the
elected guaranteed period, usually 10 or 20 years, full benefit payment will
continue for the rest of the guaranteed period.

Unit Refund Life Annuity. This option offers a periodic payout during the
lifetime of the annuitant with the guarantee that upon death a payout will be
made of the value of the number of annuity units (see Variable annuity
payouts) equal to the excess, if any, of: (a) the total amount applied under
this option divided by the annuity unit value for the date payouts begin, mi-
nus (b) the annuity units represented by each payout to the annuitant multi-
plied by the number of payouts paid before death. The value of the number of
annuity units is computed on the date the death claim is approved for payment
by the Home Office.

General information
Under the annuity options listed above, you may not make withdrawals. Other
options, with or without withdrawal features, may be made available by us. You
may pre-select an annuity payout option as a method of paying the death bene-
fit to a beneficiary. If you do, the beneficiary cannot change this payout op-
tion. At death, options are only available to the extent they are
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<PAGE>

consistent with the requirements of the contract as well as Sections 72(s) and
401(a)(9) of the tax code, if applicable. The mortality and expense risk
charge of 1.30% and the charge for administrative services of .15% will be as-
sessed on all variable annuity payouts, including options that may be offered
that do not have a life contingency and therefore no mortality risk. The EGMDB
and the Estate Enhancement Benefit Rider are not available after the annuity
commencement date.

The annuity commencement date is usually on or before the contractowner's 90th
birthday. You may change the annuity commencement date, change the annuity op-
tion or change the allocation of the investment among subaccounts up to 30
days before the scheduled annuity commencement date, upon written notice to
the Home Office. You must give us at least 30 days notice before the date on
which you want payouts to begin. If proceeds become available to a beneficiary
in a lump sum, the beneficiary may choose any annuity payout option.

Unless you select another option, the contract automatically provides for a
life annuity with annuity payouts guaranteed for 10 years (on a fixed, vari-
able or combination fixed and variable basis, in proportion to the account al-
locations at the time of annuitization) except when a joint life payout is re-
quired by law. Under any option providing for guaranteed period payouts, the
number of payouts which remain unpaid at the date of the annuitant's death (or
surviving annuitant's death in case of joint life annuity) will be paid to
your beneficiary as payouts become due.

Variable annuity payouts
Variable annuity payouts will be determined using:

1. The contract value on the annuity commencement date, less any applicable
premium taxes;

2. The annuity tables contained in the contract;

3. The annuity option selected; and

4. The investment performance of the fund(s) selected.

To determine the amount of payouts, we make this calculation:

1. Determine the dollar amount of the first periodic payout; then

2. Credit the contract with a fixed number of annuity units equal to the first
periodic payout divided by the annuity unit value; and

3. Calculate the value of the annuity units each period thereafter.

Annuity payouts assume an investment return of 3%, 4%, 5% or 6% per year, as
applied to the applicable mortality table. The higher the assumed interest
rate you choose, the higher your initial annuity payment will be. The amount
of each payout after the initial payout will depend upon how the underlying
fund(s) perform, relative to the assumed rate. If the actual net investment
rate (annualized) exceeds the assumed rate, the payment will increase at a
rate proportional to the amount of such excess. Conversely, if the actual rate
is less than the assumed rate, annuity payments will decrease. The higher the
assumed interest rate, the less likely future annuity payments are to in-
crease, or the payments will increase more slowly than if a lower assumed rate
was used. There is a more complete explanation of this calculation in the SAI.

Fixed side of the contract

Purchase payments allocated to the fixed side of the contract become part of
Lincoln Life's general account, and do not participate in the investment expe-
rience of the VAA. The general account is subject to regulation and supervi-
sion by the Indiana Insurance Department as well as the insurance laws and
regulations of the jurisdictions in which the contracts are distributed.

In reliance on certain exemptions, exclusions and rules, Lincoln Life has not
registered interests in the general account as a security under the Securities
Act of 1933 and has not registered the general account as an investment com-
pany under the 1940 Act. Accordingly, neither the general account nor any in-
terests in it are regulated under the 1933 Act or the 1940 Act. Lincoln Life
has been advised that the staff of the SEC has not made a review of the dis-
closures which are included in this Prospectus which relate to our general ac-
count and to the fixed account under the contract. These disclosures, however,
may be subject to certain provisions of the federal securities laws relating
to the accuracy and completeness of statements made in prospectuses. This Pro-
spectus is generally intended to serve as a disclosure document only for as-
pects of the contract involving the VAA, and therefore contains only selected
information regarding the fixed side of the contract. Complete details regard-
ing the fixed side of the contract are in the contract.

We guarantee an interest rate of not less than 3.0% per year on amounts held
in a fixed account. Any amount withdrawn from or transferred out of a fixed
account prior to the expiration of the guaranteed period is subject to a mar-
ket value adjustment (see Market value adjustment below) and other charges.
The MVA will NOT reduce the amount available for a surrender, withdrawal or
transfer to an amount less than the initial amount allocated or transferred to
a fixed account plus interest of 3.0% per year, and account fees, if any.

ANY INTEREST IN EXCESS OF 3.0% WILL BE DECLARED IN ADVANCE AT LINCOLN LIFE'S
SOLE DISCRETION, CONTRACTOWNERS BEAR THE RISK THAT NO INTEREST IN EXCESS OF
3.0% WILL BE DECLARED.

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<PAGE>

Guaranteed periods
The portion of the fixed account which accepts allocations for a guaranteed pe-
riod at a guaranteed interest rate is called a fixed subaccount. There is a
fixed subaccount for each particular guaranteed period and dollar cost averag-
ing holding account.

The owner may allocate purchase payments to one or more fixed subaccounts with
guaranteed periods of 1 through 10 years. Lincoln Life may offer a fixed
subaccount for a period of less than one year for the purpose of dollar cost
averaging. Each purchase payment allocated to a fixed subaccount will start its
own guaranteed period and will earn a guaranteed interest rate. The duration of
the guaranteed period affects the guaranteed interest rate of the fixed
subaccount. A fixed subaccount guarantee period ends on the date after the num-
ber of calendar years in the fixed subaccount's guaranteed period. Interest
will be credited daily at a guaranteed rate that is equal to the effective an-
nual rate determined on the first day of the fixed sub-account guaranteed peri-
od. Amounts surrendered, transferred or withdrawn from a fixed subaccount prior
to the end of the guaranteed period will be subject to the MVA. Each guaranteed
period purchase payment will be treated separately for purposes of determining
any applicable MVA. Any amount withdrawn from a fixed subaccount may be subject
to any applicable surrender charges, account fees and premium taxes.

Lincoln Life will notify the contractowner in writing prior to the expiration
date for any guaranteed period amount. A new fixed subaccount guaranteed period
of the same duration as the previous fixed subaccount guaranteed period will
begin automatically at the end of the previous guaranteed period, unless Lin-
coln Life receives, prior to the end of a guaranteed period, a written election
by the contractowner. The written election may request the transfer of the
guaranteed period amount to a different fixed subaccount or to a variable
subaccount from among those being offered by Lincoln Life. Transfers of any
guaranteed period amount which become effective upon the date of expiration of
the applicable guaranteed period are not subject to the limitation of twelve
transfers per contract year or the additional fixed account transfer restric-
tions.

Market value adjustment

Any surrender, withdrawal or transfer of a fixed subaccount guaranteed period
amount before the end of the guaranteed period (other than dollar cost averag-
ing transfers) will be subject to a MVA. A surrender, withdrawal or transfer
effective upon the expiration date of the guaranteed period will not be subject
to an MVA. The MVA will be applied to the amount being surrendered, withdrawn
or transferred. The MVA will be applied after the deduction of any applicable
account fees and before any applicable transfer charges. In general, the MVA
reflects the relationship between the yield rate in effect at the time a pur-
chase payment is allocated to a fixed subaccount's guaranteed period under the
contract and the yield rate in effect at the time of the purchase payment's
surrender, withdrawal or transfer. It also reflects the time remaining in the
fixed subaccount's guaranteed period. If the yield rate at the time of the sur-
render, withdrawal or transfer is lower than the yield rate at the time the
purchase payment was allocated, then the application of the MVA will generally
result in a higher payment at the time of the surrender, withdrawal or trans-
fer. Similarly, if the yield rate at the time of surrender, withdrawal or
transfer is higher than the yield rate at the time of the allocation of the
purchase payment, then the application of the MVA will generally result in a
lower payment at the time of the surrender, withdrawal or transfer. The yield
rate is published by the Federal Reserve Board.

The MVA is calculated by multiplying the transaction amount by:
(1+A)N
------
(1+B+K)N
-1

where:
A = yield rate for a security with time to maturity equal to the subaccount's
guaranteed period, determined at the beginning of the guaranteed period.

B = yield rate for a security with time to maturity equal to the time remaining
in the applicable guaranteed period, if greater than one year. For periods re-
maining of one year or less, the yield rate for one-year Treasury Security is
used.

K = 0.10%

N = The number of years remaining in the guaranteed period (e.g., 1 year and 73
days = 1 + (73 divided by 365) = 1.2 years)

Yield rates in A and B above that are not quoted will be determined using
straight-line interpolation.

See the SAI for examples of the application of the MVA.

Federal tax matters

Introduction
The Federal income tax treatment of the contract is complex and sometimes un-
certain. The Federal income tax rules may vary with your particular circum-
stances. This discussion does not include all the Federal income tax rules that
may affect you and your contract. This discussion also does not address other
Federal tax consequences, or state or local tax consequences, associated with
the contract. As a result, you should always consult a tax advisor about the
application of tax rules to your individual situation.

Taxation of nonqualified annuities
This part of the discussion describes some of the Federal income tax rules ap-
plicable to nonqualified

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<PAGE>

annuities. A nonqualified annuity is a contract not issued in connection with
a qualified retirement plan receiving special tax treatment under the tax
code, such as an IRA or a section 403(b) plan.

Tax deferral on earnings
The Federal income tax law generally does not tax any increase in your con-
tract value until you receive a contract distribution. However, for this gen-
eral rule to apply, certain requirements must be satisfied:

. An individual must own the contract (or the tax law must treat the contract
as owned by the individual).

. The investments of the VAA must be "adequately diversified" in accordance
with IRS regulations.

. Your right to choose particular investments for a contract must be limited.

. The annuity commencement date must not occur near the end of the annuitant's
life expectancy.

Contracts not owned by the individual
If a contract is owned by an entity (rather than an individual) the tax code
generally does not treat it as an annuity contract for Federal income tax pur-
poses. This means that the entity owning the contract pays tax currently on
the excess of the contract value over the purchase payments for the contract.
Examples of contracts where the owner pays current tax on the contract's earn-
ings are contracts issued to a corporation or a trust. Exceptions to this rule
exist. For example, the tax code treats a contract as owned by an individual
if the named owner is a trust or other entity that holds the contract as an
agent for an individual. However, this exception does not apply in the case of
any employer that owns a contract to provide deferred compensation for its em-
ployees.

Investments in the VAA must be diversified
For a contact to be treated as an annuity for Federal income tax purposes, the
investments of the VAA must be "adequately diversified." IRS regulations de-
fine standards for determining whether the investments of the VAA are ade-
quately diversified. If the VAA fails to comply with these diversification
standards, you could be required to pay tax currently on the excess of the
contract value over the contract purchase payments. Although we do not control
the investments of the underlying investment options, we expect that the un-
derlying investment options will comply with the IRS regulations so that the
VAA will be considered "adequatelydiversified."

Restrictions
Federal income tax law limits your right to choose particular investments for
the contract. Because the IRS has not issued guidance specifying those limits,
the limits are uncertain and your right to allocate contract value among
subaccounts may exceed those limits. If so, you would be treated as the owner
of the assets of the VAA and thus subject to current taxation on the income
and gains from those assets. We do not know what limits may be set by the IRS
in any guidance that it may issue and whether any such limits will apply to
existing contracts. We reserve the right to modify the contract without your
consent to try to prevent the tax law from considering you as the owner of the
assets of the VAA.

Age at which annuity payouts begin
Federal income tax rules do not expressly identify a particular age by which
annuity payouts must begin. However, those rules do require that an annuity
contract provide for amortization, through annuity payouts, of the contract's
purchase payments and earnings. If annuity payouts under the contract begin or
are scheduled to begin on a date past the annuitant's 85th birthday, it is
possible that the tax law will not treat the contract as an annuity for Fed-
eral income tax purposes. In that event, you would be currently taxed on the
excess of the contract value over the purchase payments of thecontract.

Tax treatment of payments
We make no guarantees regarding the tax treatment of any contract or of any
transaction involving a contract. However, the rest of this discussion assumes
that your contract will be treated as an annuity for Federal income tax pur-
poses and that the tax law will not tax any increase in your contract value
until there is a distribution from your contract.

Taxation of withdrawals and surrenders
You will pay tax on withdrawals to the extent your contract value exceeds your
purchase payments in the contract. This income (and all other income from your
contract) is considered ordinary income. A higher rate of tax is paid on ordi-
nary income than on capital gains. You will pay tax on a surrender to the ex-
tent the amount you receive exceeds your purchase payments. In certain circum-
stances, your purchase payments are reduced by amounts received from your con-
tract that were not included in income.

Taxation of annuity payouts
The tax code imposes tax on a portion of each annuity payout (at ordinary in-
come tax rates) and treats a portion as a nontaxable return of your purchase
payments in the contract. We will notify you annually of the taxable amount of
your annuity payout. Once you have recovered the total amount of the purchase
payment in the contract, you will pay tax on the full amount of your annuity
payouts. If annuity payouts end because of the annuitant's death and before
the total amount of the purchase payments in the contract has been received,
the amount not received generally will be deductible.

Taxation of death benefits
We may distribute amounts from your contract because of the death of a
contractowner or an annuitant. The tax

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<PAGE>

treatment of these amounts depends on whether you or the annuitant dies before
or after the annuity commencement date.

. Death prior to the annuity commencement date--

. If the beneficiary receives death benefits under an annuity payout option,
they are taxed in the same manner as annuity payouts.

. If the beneficiary does not receive death benefits under an annuity payout
option, they are taxed in the same manner as withdrawal.

. Death after the annuity commencement date--

. If death benefits are received in accordance with the existing annuity
payout option, they are excludible from income if they do not exceed the
purchase payments not yet distributed from the contract. All annuity
payouts in excess of the purchase payments not previously received are
includible in income.

. If death benefits are received in a lump sum, the tax law imposes tax on
the amount of death benefits which exceeds the amount of purchase payments
not previously received.

Penalty taxes payable on withdrawals, surrenders, or annuity payouts
The tax code may impose a 10% penalty tax on any distribution from your con-
tract which you must include in your gross income. The 10% penalty tax does not
apply if one of several exceptions exists. These exceptions include withdraw-
als, surrenders or annuity payouts that:

. you receive on or after you reach age 59 1/2,

. you receive because you became disabled (as defined in the tax law),

. a beneficiary receives on or after your death, or

. you receive as a series of substantially equal periodic payments for your
life (or life expectancy).

Special rules if you own more than one annuity contract
In certain circumstances, you must combine some or all of the nonqualified an-
nuity contracts you own in order to determine the amount of an annuity payout,
a surrender or a withdrawal that you must include in income. For example, if
you purchase two or more deferred annuity contracts from the same life insur-
ance company (or its affiliates) during any calendar year, the tax code treats
all such contracts as one contract. Treating two or more contracts as one con-
tract could affect the amount of a surrender, withdrawal or an annuity payout
that you must include in income and the amount that might be subject to the
penalty tax described above.

Loans and assignments
Except for certain qualified contracts, the tax code treats any amount received
as a loan under a contract, and any assignment or pledge (or agreement to as-
sign or pledge) any portion of your contract value, as a withdrawal of such
amount or portion.

Gifting a contract
If you transfer ownership of your contract to a person other than your spouse
(or to your former spouse incident to divorce), and receive a payment less than
your contract's value, you will pay tax on your contract value to the extent it
exceeds your purchase payments not previously received. The new owner's pur-
chase payments in the contract would then be increased to reflect the amount
included in income.

Charges for a contract's death benefit
Your contract may provide an additional death benefit for which you pay an an-
nual charge, computed daily. It is possible that the tax law may treat all or a
portion of the additional charge as a contract withdrawal.

Loss of interest deduction
After June 8, 1997, if a contract is issued to a taxpayer that is not an indi-
vidual, or if a contract is held for the benefit of an entity, the entity will
lose a portion of its deduction for otherwise deductible interest expenses.
This disallowance does not apply if you pay tax on the annual increase in the
contract value. Entities that are considering purchasing a contract, or enti-
ties that will benefit from someone else's ownership of a contract, should con-
sult a tax advisor.

Qualified retirement plans
We also designed the contracts for use in connection with certain types of re-
tirement plans that receive favorable treatment under the tax code. Contracts
issued to or in connection with a qualified retirement plan are called "quali-
fied contracts." We issue contracts for use with different types of qualified
plans. The Federal income tax rules applicable to those plans are complex and
varied. As a result, this Prospectus does not attempt to provide more than gen-
eral information about use of the contract with various types of qualified
plans. Persons planning to use the contract in connection with a qualified plan
should obtain advice from a competent tax advisor.

Types of qualified contracts and terms of contracts
Currently, we may issue contracts in connection with the following types of
qualified plans:

. Individual Retirement Accounts and Annuities ("Traditional IRAs")

. Roth IRAs

. Simplified Employee Pensions ("SEPs")

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. Savings Incentive Matched Plan for Employees ("SIMPLE 401(k) plans")

. Public school system and tax-exempt organization annuity plans ("403(b)
plans")

. Qualified corporate employee pension and profit sharing plans ("401(a)
plans") and qualified annuity plans ("403(a) plans")

. Self-employed individual plans ("H.R. 10 plans" or "Keogh Plans")

. Deferred compensation plans of state and local governments and tax-exempt
organizations ("457 plans").

We will amend contracts to be used with a qualified plan as generally neces-
sary to conform to tax law requirements for the type of plan. However, the
rights of a person to any qualified plan benefits may be subject to the plan's
terms and conditions, regardless of the contract's terms and conditions. In
addition, we are not bound by the terms and conditions of qualified plans to
the extent such terms and conditions contradict the contract, unless we con-
sent.

Tax treatment of qualified contracts
The Federal income tax rules applicable to qualified plans and qualified con-
tracts vary with the type of plan and contract. For example,

. Federal tax rules limit the amount of purchase payments that can be made,
and the tax deduction or exclusion that may be allowed for the purchase pay-
ments. These limits vary depending on the type of qualified plan and the
plan participant's specific circumstances, e.g., the participant's compensa-
tion.
. Under Traditional IRAs, the annuitant must begin receiving payments from the
contract in certain minimum amounts by a certain age, typically age 70 1/2.
However, these "minimum distribution rules" do not apply to a Roth IRA.

Tax treatment of payments
Federal income tax rules generally include distributions from a qualified con-
tract in the recipient's income as ordinary income. These taxable distribu-
tions will include purchase payments that were deductible or excludible from
income. Thus, under many qualified contracts the total amount received is in-
cluded in income since a deduction or exclusion from income was taken for pur-
chase payments. There are exceptions. For example, you do not include amounts
received from a Roth IRA in income if certain conditions are satisfied.

Failure to comply with the minimum distribution rules applicable to certain
qualified plans, such as Traditional IRAs, will result in the imposition of an
excise tax. This excise tax generally equals 50% of the amount by which a min-
imum required distribution exceeds the actual distribution from the qualified
plan.

Federal penalty taxes payable on distributions
The tax code may impose a 10% penalty tax on the amount received from the
qualified contract that must be included in income. The tax code does not im-
pose the penalty tax if one of several exceptions applies. The exceptions vary
depending on the type of qualified contract you purchase. For example, in the
case of an IRA, exceptions provide that the penalty tax does not apply to a
withdrawal, surrender or annuity payout:

. received on or after the annuitant reaches age 59 1/2,
. received on or after the annuitant's death or because of the annuitant's
disability (as defined in the tax law),
. received as a series of substantially equal periodic payments for the
annuitant's life (or life expectancy), or
. received as reimbursement for certain amounts paid for medical care.

These exceptions, as well as certain others not described here, generally ap-
ply to taxable distributions from other qualified plans. However, the specific
requirements of the exception may vary.

Transfers and direct rollovers
In many circumstances, money may be moved between qualified contracts and
qualified plans by means of a rollover or transfer. Special rules apply to
such rollovers and transfers. If the applicable rules are not followed, you
may suffer adverse Federal income tax consequences, including paying taxes
which might not otherwise have had to be paid. A qualified advisor should al-
ways be consulted before you move or attempt to move funds between any quali-
fied plan or contract and another qualified plan or contract.

The direct rollover rules apply to certain payments (called "eligible rollover
distributions") from section 401(a) plans, section 403(a) or (b) plans, H.R.
10 plans and contracts used in connection with these types of plans. (The di-
rect rollover rules do not apply to distributions from IRAs or section 457
plans.) The direct rollover rules require that we withhold Federal income tax
equal to 20% of the eligible rollover distribution from the distribution
amount, unless you elect to have the amount directly transferred to certain
qualified plans or contracts. Before we send a rollover distribution, we will
provide the recipient with a notice explaining these requirements and how the
20% withholding can be avoided by electing a direct rollover.

Death benefit and IRAs
Pursuant to IRS regulations, IRAs may not invest in life insurance contracts.
We do not believe that these regulations prohibit the EGMDB or the Estate En-
hancement Benefit from being provided under the contracts when we issue the
contract as Traditional IRAs or Roth IRAs. However, the law is unclear and it
is possible that the presence of these death benefits under a contract issued

22
<PAGE>

as a Traditional IRA or Roth IRA could result in increased taxes to you.

Federal income tax withholding
We will withhold and remit to the IRS a part of the taxable portion of each
distribution made under a contract unless the distributee notifies us at or
before the time of the distribution that tax is not to be withheld. In certain
circumstances, Federal income tax rules may require us to withhold tax. At the
time a withdrawal, surrender or annuity payout is requested, we will give the
recipient an explanation of the withholdingrequirements.

Tax status of Lincoln Life
Under existing Federal income tax laws, Lincoln Life does not pay tax on in-
vestment income and realized capital gains of the VAA. Lincoln Life does not
expect that it will incur any Federal income tax liability on the income and
gains earned by the VAA. We, therefore, do not impose a charge for Federal in-
come taxes. If Federal income tax law changes and we must pay tax on some or
all of the income and gains earned by the VAA, we may impose a charge against
the VAA to pay the taxes.

Changes in law
The above discussion is based on the tax code, IRS regulations and interpreta-
tions existing on the date of this Prospectus. However, Congress, The IRS and
the courts may modify these authorities, sometimes retroactively.

Voting rights

As required by law, we will vote the fund shares held in the VAA at meetings
of the shareholders of the funds. The voting will be done according to the in-
structions of contractowners who have interests in any subaccounts which in-
vest in classes of the funds. If the 1940 Act or any regulation under it
should be amended or if present interpretations should change, and if as a re-
sult we determine that we are permitted to vote the fund shares in our own
right, we may elect to do so.

The number of votes which you have the right to cast will be determined by ap-
plying your percentage interest in a subaccount to the total number of votes
attributable to the subaccount. In determining the number of votes, fractional
shares will be recognized.

Fund shares of a class held in a subaccount for which no timely instructions
are received will be voted by us in proportion to the voting instructions
which are received for all contracts participating in that subaccount. Voting
instructions to abstain on any item to be voted on will be applied on a pro-
rata basis to reduce the number of votes eligible to be cast.

Whenever a shareholders meeting is called, each person having a voting inter-
est in a subaccount will receive proxy voting material, reports and other ma-
terials relating to the funds. Since the funds engage in shared funding, other
persons or entities besides Lincoln Life may vote fund shares. See Investments
of the variable annuity account--Fund shares.

Distribution of the contracts

Lincoln Life is the distributor and principal underwriter of the contracts.
Under an agreement with Lincoln Life, Wells Fargo and Lincoln Financial Dis-
tributors will act as wholesalers and will assist Lincoln Life in forming the
selling group. The contracts will be sold by our properly licensed registered
representatives of independent broker-dealers which in turn have selling
agreements with Lincoln Life and have been licensed by state insurance depart-
ments to represent us. Included among these broker-dealers is Lincoln Finan-
cial Advisors (LFA). LFA is affiliated with us and in addition to selling our
contracts, may also act as a principal underwriter for certain other contracts
issued by us. Lincoln Life will offer the contracts in all states it is li-
censed to do business.

Return privilege

Within the free-look period after you receive the contract, you may cancel it
for any reason by delivering or mailing it postage prepaid, to the Home Office
at P.O. Box 7882, 1300 South Clinton Street, Fort Wayne, Indiana, 46801. A
contract canceled under this provision will be void. Except as explained in
the following paragraph, we will return the contract value as of the valuation
date on which we receive the cancellation request, plus any premium taxes
which had been deducted. No market value adjustment will apply. A purchaser
who participates in the VAA is subject to the risk of a market loss during the
free-look period.

For contracts written in those states whose laws require that we assume this
market risk during the free-look period, a contract may be canceled, subject
to the conditions explained before, except that we will return only the pur-
chase payment(s).

State regulation

As a life insurance company organized and operated under Indiana law, we are
subject to provisions governing life insurers and to regulation by the Indiana
Commissioner of Insurance.

Our books and accounts are subject to review and examination by the Indiana
Insurance Department at all times. A full examination of our operations is
conducted by that Department at least every five years.

23
<PAGE>

Records and reports

As presently required by the 1940 Act and applicable regulations, we are re-
sponsible for maintaining all records and accounts relating to the VAA. We
have entered into an agreement with the Delaware Management Company, 2005 Mar-
ket Street, Philadelphia, PA 19203, to provide accounting services to the VAA.
We will mail to you, at your last known address of record at the Home Office,
at least semiannually after the first contract year, reports containing infor-
mation required by that Act or any other applicable law or regulation.

Other information

A Registration Statement has been filed with the SEC, under the Securities Act
of 1933 as amended, for the contracts being offered here. This Prospectus does
not contain all the information in the Registration Statement, its amendments
and exhibits. Please refer to the Registration Statement for further informa-
tion about the VAA, Lincoln Life and the contracts offered. Statements in this
Prospectus about the content of contracts and other legal instruments are sum-
maries. For the complete text of those contracts and instruments, please refer
to those documents as filed with the SEC.

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

Legal proceedings

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

With the recent filing of a lawsuit alleging fraud in the sale of interest-
sensitive universal and whole life policies, Lincoln Life now has three such
actions pending. As of the date of this Prospectus, the courts have not certi-
fied a class in any of the suits. In each of these lawsuits, plaintiffs seek
unspecified damages and penalties for themselves and on behalf of the putative
class. Although the relief sought in these cases is substantial, the cases are
in the discovery stages of litigation, and it is premature to make assessments
about potential loss, if any. Management is defending these suits vigorously.
The amount of liability, if any, which may ultimately arise as a result of
these lawsuits cannot be reasonably estimated at this time. In a fourth law-
suit a settlement has been preliminarily approved by the court, and a class
has been conditionally certified for settlement purposes. Two similar lawsuits
were previously resolved and dismissed.

24
<PAGE>

Statement of additional information table of contents for Separate Account W

<TABLE>
<CAPTION>
Item
----------------------------------------------------
<S> <C>
General information and history of Lincoln Life B-2
----------------------------------------------------
Special terms B-2
----------------------------------------------------
Services B-2
----------------------------------------------------
Principal underwriter B-2
----------------------------------------------------
Purchase of securities being offered B-2
</TABLE>

For a free copy of the SAI please see page one of this booklet.

<TABLE>
<CAPTION>
Item
--------------------------------------
<S> <C>
Calculation of investment results B-2
--------------------------------------
Annuity payouts B-6
--------------------------------------
Advertising and sales literature B-6
--------------------------------------
Financial statements B-9
</TABLE>

25
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION REQUEST CARD

Please send me a copy of the current Statement of Additional Information
for Lincoln Life Variable Annuity Account W.

(Please Print)

Name _______________________________ Social Security No. _______________

Address __________________________________________________________________

City _________________________________________________________ State Zip

Mail to Lincoln National Life Insurance Company, P.O. Box 7882, Fort
Wayne, Indiana 46801
................................................................................
<PAGE>

Lincoln LifeVariable Annuity Account W (Registrant)

The Lincoln NationalLife Insurance Company (Depositor)

Statement of Additional Information (SAI)

This Statement of Additional Information should be read in conjunction with the

Prospectus of Lincoln Life Variable Annuity Account W dated , 2000.
You may obtain a copy of the Prospectus on request and without
charge.
Please write Lincoln Customer Service, The Lincoln National Life Insur-
ance Company,
P.O. Box 7882, Fort Wayne, Indiana 46801 or call 1-800-458-0822.

Table of Contents

<TABLE>
<CAPTION>
Item Page
------------------------------------------
<S> <C>
General information and history
of Lincoln Life B-2
------------------------------------------
Special terms B-2
------------------------------------------
Services B-2
------------------------------------------
Principal underwriter B-2
------------------------------------------
Purchase of securities being offered B-2
------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Item Page

<S> <C>
Calculation of investment results B-2

Annuity payouts B-6

Advertising and sales literature B-6

Financial statements B-9

</TABLE>

This SAI is not a Prospectus.

The date of this SAI is , 2000.
<PAGE>

General information and
history of The
Lincoln National Life
Insurance Company (Lincoln Life)

The Lincoln National Life Insurance Company (Lincoln Life), organized in 1905,
is an Indiana stock insurance corporation, engaged primarily in the direct in-
surance of life and health insurance contracts and annuities, and is also a
professional reinsurer. Lincoln Life is wholly owned by Lincoln National Cor-
poration (LNC), a publicly held insurance and financial services holding com-
pany domiciled in Indiana.

Special terms

The special terms used in this SAI are the ones defined in the Prospectus. In
connection with the term, valuation date, the New York Stock Exchange is cur-
rently closed on weekends and on these holidays: New Year's Day, Martin Luther
King's Birthday, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day. If any of these holidays oc-
curs on a weekend day, the Exchange may also be closed on the business day oc-
curring just before or just after the holiday.

Services

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

Keeper of records
All accounts, books, records and other documents which are required to be
maintained for the VAA are maintained by Lincoln Life or by third parties re-
sponsible to Lincoln Life. We have entered into an agreement with the Delaware
Management Company, 2005 Market Street, Philadelphia, PA 19203, to provide ac-
counting services to the VAA. No separate charge against the assets of the VAA
is made by Lincoln Life for this service.

Principal underwriter

Lincoln Life is the principal underwriter for the contracts, which are offered
continuously. Wells Fargo and Lincoln Financial Distributors will act as
wholesalers and will assist Lincoln Life in forming the selling group.

Purchase of securities being offered

The variable annuity contracts are offered to the public through licensed in-
surance agents who specialize in selling Lincoln Life products; through inde-
pendent insurance brokers; and through certain securities brokers/dealers se-
lected by Lincoln Life whose personnel are legally authorized to sell annuity
products. There are no special purchase plans for any class of prospective
buyers. However, under certain limited circumstances described in the Prospec-
tus under the section Charges and other deductions, the account fee and/or the
surrender charge may be reduced or waived.

Both before and after the annuity commencement date, there are exchange privi-
leges between subaccounts, and from the VAA to the general account subject to
restrictions set out in the Prospectus. See The Contracts, in the Prospectus.
No exchanges are permitted between the VAA and other separate accounts.

The offering of the contracts is continuous.

Calculation of investment results

The seven-day yield is determined by calculating the change in unit value for
the base period (the 7-day period ended December 31, 1999); then dividing this
figure by the account value at the beginning of the period; then annualizing
this result by the factor of 365/7. This yield includes all deductions charged
to the contractowner's account, and excludes any realized gains and losses
from the sale of securities.

Standard investment results:

Standard performance is based on a formula to calculate performance that is
prescribed by the SEC. Under rules issued by the SEC, standard performance
must be included in any marketing material that discusses the performance of
the VAA and the subaccounts. This information represents past performance and
does not indicate or represent future performance.

Average annual return for each period is determined by finding the average an-
nual compounded rate of return over each period that would equate the initial

B-2
<PAGE>

amount invested to the ending redeemable value for that period, according to
the following formula:

P(1 + T)n = ERV

Where: P = a hypothetical initial purchase payment of $1,000
T = average annual total return for the period in question
N = number of years

ERV = ending redeemable value (as of the end of the period in question)
of a hypothetical $1,000 purchase payment made at the beginning of
the 1-year, 5-year, or 10-year period in question (or fractional
period thereof)

The formula assumes that: (1) all recurring fees have been charged to the
contractowner accounts; and (2) there will be a complete redemption upon the
anniversary of the 1-year, 5-year, or 10-year period in question.

In accordance with SEC guidelines, we will report standard performance back to
the first date that the fund became available in the VAA. Because standard
performance reporting periods of less than one year could be misleading, we
may report "N/A's" for standard performance until one year after the option
became available in the separate account.

No standard performance data is included because, as of the date hereof, the
VAA has not been in operation long enough to provide appropriate numbers. Non-
standardized performance data will be accompanied by standard performance data
once available.
Standard Performance Data:
Period Ending December 31, XXXX

<TABLE>
<CAPTION>
Subaccount Since
Commenced 1-Year 5-Years Inception
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AFIS Global Small Cap
AFIS Growth
AFIS International
Delaware Emerging Markets Series
Delaware Growth and Income Series
Delaware High Yield Series
Delaware REIT Series
Delaware Small Cap Value Series
Delaware Trend Series
Delaware U.S. Growth
Evergreen VA Omega
Evergreen VA Special Equity
Evergreen VA Strategic Income
Fidelity(R) VIP Contrafund
Fidelity(R) VIP Overseas Portfolio
Fidelity(R) VIP Growth Opportunities Portfolio
GS AMG CORE Small Cap Equity
GS AMG Mid Cap Value
Janus Aspen Aggressive Growth
Janus Aspen Worldwide Growth
Lincoln National Capital Appreciation Fund
Lincoln National Growth and Income Fund
MFS(R) Capital Opportunities
MFS(R) Emerging Growth Series
MFS(R) Utilities Series
NB AMT Balanced
NB AMT Mid Cap Growth
NB AMT Regency
WF Asset Allocation
WF Corporate Bond
WF Equity Income
WF Equity Index
WF Equity Value
WF Growth
WF International Equity
WF Large Company Growth
WF Money Market
WF Small Cap Growth
WF Specialized Technology
</TABLE>

Non-standard investment results:

The VAA may report its results over various periods -- daily, monthly, three-
month, six-month, year-to-date, yearly (fiscal year), three, five, ten years
or more and lifetime -- and compare its results to indices and other variable
annuities in sales materials including advertisements, brochures and reports.
Performance information for the periods prior to the date that a fund became
available in the VAA will be calculated based on (1) the performance of the
fund adjusted for contract charges (ie: mortality and expense risk fees, any
applicable administrative charges, and the management and other expenses of
the fund) and (2) the assumption that the subaccounts were in existence for

B-3
<PAGE>

the same periods as indicated for the fund. It may or may not reflect charges
for any options that were in effect during the time periods shown. This per-
formance is referred to as non-standardized performance data. Such results may
be computed on a cumulative and/or annualized basis. We may also report per-
formance assuming that you deposited $10,000 into a subaccount at inception of
the underlying fund or 10 years ago (whichever is less). This non-standard
performance may be shown as a graph illustrating how that deposit would have
increased or decreased in value over time based on the performance of the un-
derlying fund adjusted for contract charges. This information represents past
performance and does not indicate or represent future performance. The invest-
ment return and value of a contract will fluctuate so that contractowner's in-
vestment may be worth more or less than the original investment. Cumulative
quotations are arrived at by calculating the change in accumulation unit value
between the first and last day of the base period being measured, and express-
ing the difference as a percentage of the unit value at the beginning of the
base period. Annualized quotations are arrived at by applying a formula which
reflects the level rate of return, which if earned over the entire base peri-
od, would produce the cumulative return.

Non-Standard Performance Data (adjusted for contract expense charges):
Period Ending December 31, 1999

<TABLE>
<CAPTION>
YTD 1-year 3-year 5-year 10-year Lifetime
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AFIS Global Small Cap
AFIS Growth
AFIS International
Delaware Emerging Markets Series
Delaware Growth and Income Series
Delaware High Yield Series
Delaware REIT Series
Delaware Small Cap Value Series
Delaware Trend Series
Delaware U.S. Growth
Evergreen VA Omega
Evergreen VA Special Equity
Evergreen VA Strategic Income
Fidelity(R) VIP Contrafund
Fidelity(R) VIP Overseas Portfolio
Fidelity(R) VIP Growth Opportunities Portfolio
GS AMG CORE Small Cap Equity
GS AMG Mid Cap Value
Janus Aspen Aggressive Growth
Janus Aspen Worldwide Growth
Lincoln National Capital Appreciation Fund
Lincoln National Growth and Income Fund
MFS(R) Capital Opportunities
MFS(R) Emerging Growth
MFS(R) Utilities
NB AMT Balanced
NB AMT Mid Cap Growth
NB AMT Regency
WF Asset Allocation
WF Corporate Bond
WF Equity Income
WF Equity Index
WF Equity Value
WF Growth
WF International Equity
WF Large Company Growth
WF Money Market
WF Small Cap Growth
WF Specialized Technology
</TABLE>

Market Value Adjustment

The following example illustrates the
detailed calculations for a $50,000
deposit into the fixed account with a
guaranteed rate of 4.5% for a dura-
tion of five years. The intent of the
example is to show the effect of the
"MVA" and the 3% minimum guarantee
under various interest rates on the
calculation of the cash surrender
(withdrawal) values. Any charges for
optional death benefit risks are not
taken into account in the example.
The effect of the MVA is reflected in
the yield rate factor in column (2)
and the minimum 3% guarantee is shown
under column (4) under the "Surrender
Value Calculation". The "Market Value
Adjustment Tables" and "Minimum Value
Calculation" contain the explicit
calculation of the yield factors and
the 3% minimum guarantee respective-
ly. The "Annuity Value Calculation"
and "Minimum Value" calculations as-
sume the imposition of the annual $40
account fee, but that fee is waived
if the annuity account value at the
end of a contract year is $100,000 or
more. The results would be slightly
different in the states where the an-
nual fee is less than $40.

B-4
<PAGE>

SAMPLE CALCULATIONS FOR MALE 35 ISSUE

<TABLE>
<S> <C>
Single Premium............................... $50,000
Premium Taxes................................ None
Withdrawals.................................. None
Guaranteed Period............................ 5 years
Guaranteed Interest Rate..................... 4.50%
Annuity Date................................. Age 70
Yield Rate A................................. 5.00%
Yield Rate B................................. 6.00% End of contract year 1
5.50% End of contract year 2
5.00% End of contract year 3
4.00% End of contract year 4
Percentage Adjustment to Index Rate B........ 0.10%
</TABLE>

SURRENDER VALUE CALCULATION

<TABLE>
<CAPTION>
(5)
(2) (3) Greater
(1) Yield Adjusted (4) of (6) (7)
Annuity Rate Annuity Minimum (3) & Surrender Surrender
Contract Year Value Factor Value Value (4) Charge Value
------------- ------- -------- -------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1....................... $52,210 0.95917 $50,078 $51,460 $51,460 $ 0 $51,460
2....................... $54,519 0.983051 $53,595 $52,964 $53,595 $ 0 $53,595
3....................... $56,933 1.000000 $56,933 $54,513 $56,933 $ 0 $56,933
4....................... $59,455 1.008646 $59,969 $56,108 $59,969 $ 0 $59,969
5....................... $62,090 N/A $62,090 $57,751 $62,090 $ 0 $62,090
</TABLE>

ANNUITY VALUE CALCULATION

<TABLE>
<CAPTION>
Contract Year
-------------
<S> <C>
1......................................... $50,000 X 1.045 - $40 = $52,210
2......................................... $52,210 X 1.045 - $40 = $54,519
3......................................... $54,519 X 1.045 - $40 = $56,933
4......................................... $56,933 X 1.045 - $40 = $59,455
5......................................... $59,455 X 1.045 - $40 = $62,090
</TABLE>

YIELD RATE FACTOR CALCULATION

<TABLE>
<CAPTION>
Adj-
Yield Yield Yield
Contract Year A B B N Result
------------- ----- ----- ----- --- --------
<S> <C> <C> <C> <C> <C>
1.......................................... 5.00% 6.00% 6.50% 4 0.944841
2.......................................... 5.00% 5.50% 6.00% 3 0.971964
3.......................................... 5.00% 5.00% 5.00% 2 1.000000
4.......................................... 5.00% 4.00% 4.50% 1 1.004785
5.......................................... 5.00% N/A N/A N/A N/A
</TABLE>

MINIMUM VALUE CALCULATION

<TABLE>
<CAPTION>
Contract Year
-------------
<S> <C>
1.......................................... $50,000 X 1.03 - $40 = $51,460
2.......................................... $51,460 X 1.03 - $40 = $52,964
3.......................................... $52,964 X 1.03 - $40 = $54,513
4.......................................... $54,513 X 1.03 - $40 = $56,108
5.......................................... $56,108 X 1.03 - $40 = $57,751
</TABLE>

B-5
<PAGE>

Annuity payouts

Variable annuity payouts
Variable annuity payouts will be determined on the basis of: (1) the dollar
value of the contract on the annuity commencement date less any applicable
premium tax; (2) the annuity tables contained in the contract; (3) the type of
annuity option selected; and (4) the investment results of the fund(s) select-
ed. In order to determine the amount of variable annuity payouts, Lincoln Life
makes the following calculation: first, it determines the dollar amount of the
first payout; second, it credits the contract with a fixed number of annuity
units based on the amount of the first payout; and third, it calculates the
value of the annuity units each period thereafter. These steps are explained
below.

The dollar amount of the first periodic variable annuity payout is determined
by applying the total value of the accumulation units credited under the con-
tract valued as of the annuity commencement date (less any premium taxes) to
the annuity tables contained in the contract. The first variable annuity pay-
out will be paid 14 days after the annuity commencement date. This day of the
month will become the day on which all future annuity payouts will be paid.
Amounts shown in the tables are based on the 1983 Table "a" Individual Annuity
Mortality Tables, modified, with an assumed investment return at the rate of
3%, 4%, 5% or 6% per annum. The first annuity payout is determined by multi-
plying the benefit per $1,000 of value shown in the contract tables by the
number of thousands of dollars of value accumulated under the contract. These
annuity tables vary according to the form of annuity selected and the age of
the annuitant at the annuity commencement date. The assumed interest rate is
the measuring point for subsequent annuity payouts. If the actual net invest-
ment rate (annualized) exceeds the assumed interest rate, the payout will in-
crease at a rate equal to the amount of such excess. Conversely, if the actual
rate is less than the assumed interest rate, annuity payouts will decrease. If
the assumed rate of interest were to be increased, annuity payouts would start
at a higher level but would decrease more rapidly or increase more slowly.

Lincoln Life may use sex distinct annuity tables in contracts that are not as-
sociated with employer sponsored plans and where not prohibited by law.

At an annuity commencement date, the contract is credited with annuity units
for each subaccount on which variable annuity payouts are based. The number of
annuity units to be credited is determined by dividing the amount of the first
periodic payout by the value of an annuity unit in each subaccount selected.
Although the number of annuity units is fixed by this process, the value of
such units will vary with the value of the underlying fund.

The amount of the second and subsequent periodic payouts is determined by mul-
tiplying the contractowner's fixed number of annuity units in each subaccount
by the appropriate annuity unit value for the valuation date ending 14 days
prior to the date that payout is due.

The value of each subaccount's annuity unit will be set initially at $1.00.
The annuity unit value for each subaccount at the end of any valuation date is
determined by multiplying the subaccount annuity unit value for the immedi-
ately preceding valuation date by the product of:

(a) The net investment factor of the subaccount for the valuation period for
which the annuity unit value is being determined, and

(b) A factor to neutralize the assumed investment return in the annuity table.

The value of the annuity units is determined as of a valuation date 14 days
prior to the payment date in order to permit calculation of amounts of annuity
payouts and mailing of checks in advance of their due dates. Such checks will
normally be issued and mailed at least three days before the due date.

Proof of age, sex and survival
Lincoln Life may require proof of age, sex, or survival of any payee upon
whose age, sex, or survival payments depend.

Advertising and sales
literature

As set forth in the Prospectus, Lincoln Life may refer to the following orga-
nizations (and others) in its marketing materials:

A.M. Best's Rating System is designed to evaluate the various factors affect-
ing the overall performance of an insurance company in order to provide an
opinion as to an insurance company's relative financial strength and ability
to meet its contractual obligations. The procedure includes both a quantita-
tive and qualitative review of each company. A.M. Best also provides certain
rankings, to which Lincoln Life intends to refer.

Duff & Phelps insurance company claims paying ability (CPA) service provides
purchasers of insurance company policies and contracts with analytical and
statistical information on the solvency and liquidity of major U.S. licensed
insurance companies, both mutual and stock.

EAFE Index is prepared by Morgan Stanley Capital International (MSCI). It mea-
sures performance of equity securities in Europe, Australia and the Far East.
The index reflects the movements of world stock markets by representing the
evolution of an unmanaged portfolio.

B-6
<PAGE>

The EAFE Index offers international diversification representing over 1,000
companies across 20 different countries.

Lipper Variable Insurance Products Performance Analysis Service is a publisher
of statistical data covering the investment company industry in the United
States and overseas. Lipper is recognized as the leading source of data on
open-end and closed-end funds. Lipper currently tracks the performance of over
5,000 investment companies and publishes numerous specialized reports, includ-
ing reports on performance and portfolio analysis, fee and expense analysis.

Moody's insurance financial strength rating is an opinion of an insurance
company's financial strength and ability to meet financial obligations. The
purpose of Moody's ratings is to provide investors with a simple system of gra-
dation by which the relative quality of insurance companies may be noted.

Morningstar is an independent financial publisher offering comprehensive sta-
tistical and analytical coverage of open-end and closed-end funds and variable
annuities.

Standard & Poor's insurance claims-paying ability rating is an opinion of an
operating insurance company's financial capacity to meet obligations under an
insurance policy in accordance with the terms. The likelihood of a timely flow
of funds from the insurer to the trustee for the bondholders is a key element
in the rating determination for such debt issues.

VARDS (Variable Annuity Research and Data Service) provides a comprehensive
guide to variable annuity contract features and historical fund performance.
The service also provides a readily understandable analysis of the comparative
characteristics and market performance of funds inclusive in variable con-
tracts.

Standard & Poor's 500 Index -- A broad-based measurement of U.S. stock-market
performance based on the weighted average performance of 500 common stocks of
leading company's and leading industries; commonly known as the Standard &
Poor's 500 (S&P 500). The selection of stocks, their relative weightings to re-
flect differences in the number of outstanding shares, and publication of the
index itself are services of Standard & Poor's Corporation, a financial adviso-
ry, securities rating, and publishing firm.

NASDAQ-OTC Price Index -- this index is based on the National Association of
Securities Dealers Automated Quotations (NASDAQ) and represents all domestic
over-the-counter stocks except those traded on exchanges and those having only
one market maker, a total of some 3,500 stocks. It is market value- weighted
and was introduced with a base of 100.00 on February 5, 1971.

Dow Jones Industrial Average (DJIA) -- price-weighted average of 30 actively
traded blue chip stocks, primarily industrials but currently including American
Express Company and American Telephone and Telegraph Company. Prepared and pub-
lished by Dow Jones & Company, it is the oldest and most widely quoted of all
the market indicators. The average is quoted in points, not dollars.

Russell 1000 Index--Measures the performance of the 1,000 largest companies in
the Russell 3000 Index, which represents approximately 90% of the total market
capitalization of the Russell 3000 that measures 3,000 of the largest U.S. com-
panies.

Russell 2000 Index--Measures the performance of the 2,000 smallest companies in
the Russell 3000 Index, which represents approximately 10% of the total market
capitalization of the Russell 3000 that measures 3,000 of the largest U.S. com-
panies.

Lehman Brothers Aggregate Bond Index--Composed of securities from Lehman Broth-
ers Government/Corpo-rate Bond Index, Mortgage-Backed Securities Index, and the
Asset-Backed Securities Index. Indexes are rebalanced monthly by market capi-
talization.

Lehman Brothers Government/Corporate Bond Index--This is a measurement of the
movement of approximately 4,200 corporate, publicly traded, fixed-rate, noncon-
vertible, domestic debt securities, as well as the domestic debt securities is-
sued by the U.S. government or its agencies.

Lehman Brothers Government Intermediate Bond Index--Composed of all bonds cov-
ered by the Lehman Brothers Government Bond Index (all publicly issued, noncon-
vertible, domestic debt of the U.S. government or any agency thereof, quasi-
federal corporations, or corporate debt guaranteed by the U.S. government) with
maturities between one and 9.99 years.

Merrill Lynch High Yield Master Index--This is an index of high yield debt se-
curities. High yield securities are those below the top four quality rating
categories and are considered more risky than investment grade. Issues must be
rated by Standard & Poor's or by Moody's Investors Service as less than invest-
ment grade (i.e., BBB or Baa) but not in default (i.e. DDD1 or less). Issues
must be in the form of publicly placed nonconvertible, coupon-bearing U.S. do-
mestic debt and must carry a term to maturity of at least one year.

Morgan Stanley Emerging Markets Free Index--A market capitalization weighted
index composed of companies representative of the market structure of 22 Emerg-
ing Market countries in Europe, Latin America, and the Pacific Basin. This in-
dex excludes closed markets and those shares in otherwise free markets, which
are not purchasable by foreigners.

B-7
<PAGE>

Morgan Stanley World Capital International World Index--A market capitaliza-
tion weighted index composed of companies representative of the market struc-
ture of 22 Developed Market countries in North America, Europe and the
Asia/Pacific Region.

Morgan Stanley Pacific Basin (Ex-Japan) Index--An arithmetic, market value-
weighted average of the performance of securities listed on the stock ex-
changes of the following Pacific Basin Countries: Australia, Hong Kong, Malay-
sia, New Zealand and Singapore.

Nareit Equity Reit Index--All of the data is based on the last closing price
of the month for all tax-qualified REITs listed on the New York Stock Ex-
change, American Stock Exchange, and the NASDAQ National Market System. The
data is market weighted.

Salomon Brothers World Government Bond (Non US) Index--A market capitalization
weighted index consisting of government bond markets of the following 13 coun-
tries: Australia, Austria, Belgium, Canada, Denmark, France, Germany, Italy,
Japan, The Netherlands, Spain, Sweden, and The United Kingdom.

Salomon Brothers 90 Day Treasury-Bill Index--Equal dollar amounts of three-
month Treasury bills are purchased at the beginning of each of three consecu-
tive months. As each bill matures, all proceeds are rolled over or reinvested
in a new three-month bill.

Standard and Poor's Index (S&P 400)--Consists of 400 domestic stocks chosen
for market size, liquidity, and industry representations.

Standard and Poor's Utilities Index--The utility index is one of several in-
dustry groups within the broader S&P 500. Utility stocks include electric,
natural gas, and telephone companies included in the S&P 500.

In its advertisements and other sales literature for the VAA and the funds,
Lincoln Life intends to illustrate the advantages of the contracts in a number
of ways:

Compound Interest Illustrations. These will emphasize several advantages of
the variable annuity contract. For example, but not by way of illustration,
the literature may emphasize the potential tax savings through tax deferral;
the potential advantage of the variable annuity account over the fixed ac-
count; and the compounding effect when a client makes regular deposits to his
or her contract.

Internet. An electronic communications network which may be used to provide
information regarding Lincoln Life, performance of the subaccounts and adver-
tisement literature.

Dollar-Cost Averaging. (DCA) -- You may systematically transfer on a monthly
basis amounts from the DCA fixed account or certain variable subaccounts into
the variable subaccounts or the fixed side of the contract. You may elect to
participate in the DCA program at the time of application or at anytime before
the annuity commencement date by completing an election form available from
us. The minimum amount to be dollar cost averaged is $2,000 over any period
between six and 60 months. Once elected, the program will remain in effect un-
til the earlier of: (1) the annuity commencement date; (2) the value of the
amount being DCA'd is depleted; or (3) you cancel the program by written re-
quest or by telephone if we have your telephone authorization on file. If you
have cancelled the DCA program prior to the end of the selected DCA period,
any remaining contract value in the DCA fixed subaccount, will automatically
be transferred to the variable subaccounts selected by you. A transfer under
this program is not considered a transfer for purposes of limiting the number
of transfers that may be made. We reserve the right to discontinue this pro-
gram at any time. DCA does not assure a profit or protect against loss.

Automatic Withdrawal Service. (AWS) -- AWS provides an automatic, periodic
withdrawal of contract value to you. You may elect to participate in AWS at
the time of application or at any time before the annuity commencement date by
sending a written request to our Home Office. The minimum contract value re-
quired to establish AWS is $10,000. You may cancel or make changes to your AWS
program at any time by sending a written request to our Home Office. If tele-
phone authorization has been elected, certain changes may be made by tele-
phone. Notwithstanding the requirements of the program, any withdrawal must be
permitted by Section 401(a)(9) of the code for qualified plans or permitted
under Section 72 for non-qualified contracts. We reserve the right to discon-
tinue this service at any time.

Cross-Reinvestment Service. -- Under this option, account value in a desig-
nated variable subaccount of the contract that exceeds a certain baseline
amount is automatically transferred to another specific variable subaccount(s)
of the contract at specific intervals. You may elect to participate in cross-
reinvestment at the time of application or at any time before the annuity com-
mencement date by sending a written request to our Home Office or by telephone
if we have your telephone authorization on file. You designate the holding ac-
count, the receiving account(s), and the baseline amount. Cross-reinvestment
will continue until we receive authorization to terminate the program.

The minimum holding account value required to establish cross-reinvestment is
$10,000. A transfer under this program is not considered a transfer for pur-
poses of limiting the number of transfers that may be made. We reserve the
right to discontinue this service at any time.

Portfolio Rebalancing. -- Portfolio rebalancing is an option which, if elected
by the contractowner, restores to a pre-determined level the percentage of
contract value allocated to each variable account subaccount. This pre-

B-8
<PAGE>

determined level will be the allocation initially selected when the contract
was purchased, unless subsequently changed. The portfolio rebalancing alloca-
tion may be changed at any time by submitting a written request to Lincoln
Life or by telephone if we have your telephone authorization on file.

If portfolio rebalancing is elected, all purchase payments allocated to the
variable account subaccounts must be subject to portfolio rebalancing.

Portfolio rebalancing may take place on either a monthly, quarterly, semi-an-
nual or annual basis, as selected by the contractowner. Once the portfolio
rebalancing option is activated, any variable account subaccount transfers ex-
ecuted outside of the portfolio rebalancing option will terminate the portfo-
lio rebalancing option. Any subsequent purchase payment or withdrawal that
modifies the account balance within each variable account subaccount may also
cause termination of the portfolio rebalancing option. Any such termination
will be confirmed to the contractowner. The contractowner may terminate the
portfolio rebalancing option or re-enroll at any time by writing Lincoln Life,
or by calling, if we have your telephone authorization on file. The portfolio
rebalancing program is not available following the annuity commencement date.

Lincoln Financial Group. Lincoln Financial Group is the marketing name for
Lincoln National Corporation (NYSE:LNC) and its affiliates. With headquarters
in Philadelphia, Lincoln Financial Group has consolidated assets of over $103
billion and annual consolidated revenues of $6.8 billion. Through its wealth
accumulation and protection businesses, the company provides annuities, life
insurance, 401(k) plans, life-health reinsurance, mutual funds, institutional
investment management and financial planning and advisory services.

Lincoln Life's customers. Sales literature for the VAA and the funds may refer
to the number of employers and the number of individual annuity clients which
Lincoln Life serves. As of the date of this SAI, Lincoln Life was serving over
15,000 employers and more than 1.5 million individuals.

Lincoln Life's assets, size. Lincoln Life may discuss its general financial
condition (see, for example, the reference to A.M. Best Company above); it may
refer to its assets; it may also discuss its relative size and/or ranking
among companies in the industry or among any sub-classification of those com-
panies, based upon recognized evaluation criteria (see reference to A.M. Best
Company above). For example, at year-end 1999 Lincoln Life had statutory ad-
mitted assets of over $79 billion.

Financial statements
The statutory-basis financial statements of Lincoln Life will be filed by
amendment. Financial statements for the VAA are not included because, as of
the date hereof, the VAA had no assets, had incurred no liabilities, and had
not yet commenced operations.

B-9
<PAGE>

LINCOLN LIFE VARIABLE ANNUITY ACCOUNT W

REGISTRATION STATEMENT ON FORM N-4

PART C--OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) List of Financial Statements

1. Part A The Table of Condensed Financial Information is included in
Part A of this Registration Statement. (Not Applicable.)

2. Part B The following Financial Statements for the Variable Account are
included in Part B of this Registration Statement. (Not Applicable.)

3. Part B The following Statutory-Basis Financial Statements of The
Lincoln National Life Insurance Company are included in the SAI: (To be
filed by amendment)

<PAGE>

Item 24. (Continued)

(b) List of Exhibits

(1) Resolutions of the Board of Directors of The Lincoln National Life
Insurance Company establishing Separate Account W.

(2) None.

(3)(a) Selling Group Agreement. (To be filed by amendment)

(4) Form of Variable Annuity Contract

(5) Form of Application

(6)(a) Articles of Incorporation of The Lincoln National Life Insurance Company
are incorporated herein by reference to Registration Statement on Form
N-4 (333-40937) filed on November 9, 1998

(b) By-laws of The Lincoln National Life Insurance Company are incorporated
herein by reference to Registration Statement on Form N-4 (333-40937)
filed on November 9, 1998.

(7) Not applicable.

(8)(a) Agreements and Amendments between The Lincoln National Life Insurance
Company and:

(i) American Variable Insurance Series (To be filed by amendment)

(ii) Delaware Group Premium Fund, Inc. is hereby incorporated by
reference to filing on Form N-4 (333-36304) filed May 4, 2000.

(iii) Evergreen Variable Annuity Trust (To be filed by amendment)

(iv) Goldman Sachs Variable Insurance Trust (To be filed by
amendment)

(v) Janus Aspen Series (To be filed by amendment)

(vi) Lincoln National Capital Appreciation Fund, Inc. is hereby
incorporated by reference to filing on Form N-1A (332-70272) filed
April 10, 2000.

(vii) Lincoln National Growth and Income Fund, Inc. is hereby
incorporated by reference to filing on Form N-1A (2-80741) filed April
10, 2000.

(viii) MFS Variable Insurance Trust is hereby incorporated by
reference to filing on Form N-4 (333-36304) filed May 4, 2000.

(ix) Newberger Berman Advisers Management Trust (To be filed by
amendment)

(x) Variable Insurance Products Fund is hereby incorporated by
reference to filing on Form N-4 (333-36304) filed May 4, 2000.

(xi) Wells Fargo Variable Trust (To be filed by amendment)

(b) Service agreement between Delaware Management Holdings, Inc., Delaware
Services Company, Inc. and Lincoln National Life Insurance Company is
incorporated herein by reference to the registration statement of Lincoln
National Growth & Income Fund, Form N-1A 2-80741, Amendment No. 21 filed
on April 10, 2000.

(9) Opinion and consent of Mary Jo Ardington, Counsel of The Lincoln National
Life Insurance Company as to legality of securities being issued. (To be
filed by amendment)

(10) Consent of Ernst & Young LLP, Independent Auditors (To be filed by
amendment)

(11) Not applicable.

(12) Not applicable.

(13) Schedule for Computation for Performance Quotations (To be filed by
amendment)

(14) Not applicable

(15) Other Exhibits:

(a) Organizational Chart of the Lincoln National Insurance
Holding Company System.

(b) Books and Records Report (To be filed by amendment)

Item 25.
DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name Positions and Offices with LNL
---- ------------------------------

Jon A. Boscia** President and Director

Lorry J. Stensrud* Chief Executive Officer of Annuities, Executive Vice
President, and Director

John H. Gotta**** Chief Executive Officer of Life Insurance, Senior Vice
President, and Director

Stephen H. Lewis* Senior Vice President and Director

Charles E. Haldeman***** Director

Cynthia A. Rose* Secretary and Assistant Vice President

Lawrence T. Rowland*** Executive Vice President and Director

Keith J. Ryan* Vice President, Controller and Chief Accounting Officer

Eldon J. Summers* Second Vice President and Treasurer

Richard C. Vaughan** Director

Janet Chrzan* Senior Vice President, Chief Financial Officer and
Director

Diane Dillman* Director of Annuities Compliance

Christine Frederick**** Director of Life Compliance

*Principal business address is 1300 South Clinton Street, Fort Wayne, Indiana
46802-3506
**Principal business address is Center Square West Tower, 1500 Market Street-
Suite 3900, Philadelphia, PA 19102-2112.
***Principal business address is One Reinsurance Place, 1700 Magnavox Way,
Fort Wayne, Indiana 46804-1538.
****Principal business address is 350 Church Street, Hartford, CT 06103
*****Principal business address is 1 Commerce Square, 2005 Market Street,
Philadelphia, PA 19103-3682

<PAGE>

Item 26.
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
WITH THE DEPOSITOR OR REGISTRANT

See Exhibit 15(a): Organizational Chart of the Lincoln National Insurance
Holding Company System.

Item 27.
NUMBER OF CONTRACTOWNERS

Not applicable.

Item 28. Indemnification

(a) Brief description of indemnification provisions.

In general, Article VII of the By-Laws of The Lincoln National Life
Insurance Company (LNL) provides that LNL will indemnify certain
persons against expenses, judgments and certain other specified costs
incurred by any such person if he/she is made a party or is threatened
to be made a party to a suit or proceeding because he/she was a
director, officer, or employee of LNL, as long as he/she acted in good
faith and in a manner he/she reasonably believed to be in the best
interests of, or act opposed to the best interests of, LNL. Certain
additional conditions apply to indemnification in criminal proceedings.

In particular, separate conditions govern indemnification of directors,
officers, and employees of LNL in connection with suits by, or in the
right of, LNL.

Please refer to Article VII of the By-Laws of LNL (Exhibit no. 6(b)
hereto) for the full text of the indemnification provisions.
Indemnification is permitted by, and is subject to the requirements of,
Indiana law.

(b) Undertaking pursuant to Rule 484 of Regulation C under the Securities
Act of 1933:

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item
28(a) above or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any such action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 29. Principal Underwriter

(a) Lincoln National Variable Annuity Fund A (Group); Lincoln National
Variable Annuity Fund A (Individual); Lincoln National Variable Annuity
Account C; Lincoln National Flexible Premium Variable Life Account D;
Lincoln Life Flexible Premium Variable Life Account F; Lincoln Life
Flexible Premium Variable Life Account J; Lincoln Life Flexible Premium
Variable Life Account K; Lincoln Life Variable Annuity Account N;
Lincoln Life Flexible Premium Variable Life Account M; Lincoln Life
Flexible Premium Variable Life Account R; Lincoln Life Flexible Premium
Variable Life Account S; Lincoln Life Variable Annuity Account Q;
Lincoln National Variable Annuity Account 53.

(b) See Item 25.

<PAGE>

Item 30. Location of Accounts and Records

See Exhibit 15(b): Books and Records Report (to be filed by amendment)

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

(a) Registrant undertakes that it will file a post-effective amendment to this
registration statement as frequently as necessary to ensure that the
audited financial statements in the registration statement are never more
than 16 months old for so long as payments under the variable annuity
contracts may be accepted.

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

(c) Registrant undertakes to deliver any Statement of Additional Information
and any financial statements required to be made available under this Form
promptly upon written or oral request to Lincoln Life at the address or
phone number listed in the Prospectus.

(d) The Lincoln National Life Insurance Company hereby 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 Lincoln National Life Insurance Company.

(e) Registrant hereby represents that it is relying on the American Council of
Life Insurance (avail. Nov. 28, 1988) no-action letter with respect to
Contracts used in connection with retirement plans meeting the requirements
of Section 403(b) of the Internal Revenue Code, and represents further that
it will comply with the provisions of paragraphs (1) through (4) set forth
in that no-action letter.

(f) For Contracts sold in connection with the Texas Optional Retirement
Program, Registrant is relying on Rule 6c-7 and represents that paragraphs
(a) through (d) of that rule have been complied with.

<PAGE>

SIGNATURES

(a) As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Fort Wayne, and the State of Indiana on this 22nd day of
December, 2000.

LINCOLN LIFE VARIABLE ANNUITY
ACCOUNT W
(Registrant)

By: /s/ Jeffrey K. Dellinger
---------------------------------
Jeffrey K. Dellinger
Vice President, Lincoln Life
(Title)

By: THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
(Depositor)

By: /s/ Lorry J. Stensrud
---------------------------------
Lorry J. Stensrud
(Signature-Officer of Depositor)
Executive Vice President, Lincoln Life
(Title)

(b) As required by the Securities Act of 1933, this Registration Statement has
been signed for the Depositor by the following persons in the capacities and on
the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Jon A. Boscia President and Director December 22, 2000
------------------------
Jon A. Boscia (Principal Executive Officer)

/s/ Lorry J. Stensrud Executive Vice President, December 22, 2000
------------------------
Lorry J. Stensrud Chief Executive Officer of
Annuities and Director

/s/ Janet Chrzan Senior Vice President, Chief December 22, 2000
------------------------
Janet Chrzan Financial Officer and Director
(Principal Financial Officer)

/s/ Stephen H. Lewis Senior Vice President December 22, 2000
------------------------
Stephen H. Lewis and Director

/s/ John H. Gotta Executive Vice President, December 22, 2000
------------------------
John H. Gotta Chief Executive Officer of
Life Insurance and Director

/s/ Lawrence Rowland Executive Vice President December 22, 2000
------------------------
Lawrence T. Rowland and Director

/s/ Richard C. Vaughan Director December 22, 2000
------------------------
Richard C. Vaughan

/s/ Charles E. Haldeman Director December 22, 2000
------------------------
Charles E. Haldeman