LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C, 497, 1998-10-23

LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
497, 1998-10-23

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<PAGE>
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
INDIVIDUAL VARIABLE ANNUITY CONTRACTS

ISSUED BY:
Lincoln National Life Insurance Co.
1300 South Clinton Street
Fort Wayne, Ind. 46801

This Prospectus describes individual VARIABLE ANNUITY CONTRACTS issued by
Lincoln National Life Insurance Co. (LINCOLN LIFE). They are for use with the
following retirement plans qualified for special tax treatment (qualified
CONTRACTS) under the Internal Revenue Code of 1986, as amended (the CODE):

1. Public school systems and 501(c)(3) tax-exempt organizations (403(b));

2. Qualified corporate employee pension and profit-sharing trusts and qualified
annuity plans;

3. Corresponding plans of self-employed individuals (H.R. 10 or Keogh);

4. Individual retirement annuities (IRA);

5. Government deferred compensation plans (457);

6. Simplified employee pension plans (SEP);

7. Roth IRA; and

8. SIMPLE IRA (consult your representative as to the availability of this
CONTRACT for SIMPLE IRAs).

The CONTRACTS described in this Prospectus are also offered to plans established
by persons who are not entitled to participate in one of the previously
mentioned plans (nonqualified CONTRACTS).

This Prospectus offers you, as CONTRACTOWNER, CONTRACTS of the following types:

1. SINGLE PREMIUM DEFERRED ANNUITY;

2. FLEXIBLE PREMIUM DEFERRED ANNUITY (Multi Fund-Registered Trademark- 2, 3 AND
4); AND

3. PERIODIC PREMIUM DEFERRED ANNUITY (Multi Fund-Registered Trademark- 1).

The CONTRACTS offer you the accumulation of CONTRACT VALUE and payment of
periodic annuity benefits. These benefits may be paid on a variable or fixed
basis or a combination of both. Benefits start at an ANNUITY COMMENCEMENT DATE
which you select. If the ANNUITANT dies before the ANNUITY COMMENCEMENT DATE, a
DEATH BENEFIT will be paid to the BENEFICIARY.

The minimum initial PURCHASE PAYMENT for each of the three types of CONTRACT is:

1. SINGLE PREMIUM DEFERRED CONTRACT: $1,000 for Roth IRAs, IRAs and SEPs;
$3,000 for all others;

2. FLEXIBLE PREMIUM DEFERRED CONTRACT: $1,000 for Roth IRAs, IRAs and SEPs;
$3,000 for all others (subsequent PURCHASE PAYMENTS: minimum $100); and

3. PERIODIC PREMIUM DEFERRED CONTRACT: $600 per CONTRACT YEAR (minimum $25 per
PURCHASE PAYMENT).

All investments (PURCHASE PAYMENTS) for benefits on a variable basis will be
placed in Lincoln National Variable Annuity Account C (VARIABLE ANNUITY ACCOUNT
[VAA]). The VAA is a segregated investment account of LINCOLN LIFE, which is the
Depositor. Based upon your instructions, the VAA invests PURCHASE PAYMENTS (at
net asset value) in specified mutual funds (the FUND or FUNDS and SERIES). Both
the value of a CONTRACT before the ANNUITY COMMENCEMENT DATE and the amount of
payouts afterward will depend upon the investment performance of the FUND(S) or
SERIES selected. Investments in these FUNDS and SERIES are neither insured nor
guaranteed by the U.S. Government or by any other person or entity.

PURCHASE PAYMENTS for benefits on a fixed basis will be placed in the fixed side
of the CONTRACT, which is part of our general account. However, this Prospectus
deals only with those elements of the CONTRACTS relating to the VAA, except
where reference to the fixed side is made. Special limits apply to withdrawals
and transfers from the fixed side of the CONTRACT.

We may not offer a CONTRACT continuously or in every state. The Multi
Fund-Registered Trademark- 4 CONTRACT and the ENHANCED GUARANTEED MINIMUM DEATH
BENEFIT available in most states.

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

This Prospectus details the information regarding the VAA that you should know
before investing. This Prospectus is printed in a booklet that also includes a
current Prospectus for each of the following FUNDS: Lincoln National Aggressive
Growth Fund, Inc., Lincoln National Bond Fund, Inc., Lincoln National Capital
Appreciation Fund, Inc., Lincoln National Equity-Income Fund, Inc., Lincoln
National Global Asset Allocation Fund, Inc., Lincoln National Growth and Income
Fund, Inc., Lincoln National International Fund, Inc., Lincoln National Managed
Fund, Inc., Lincoln National Money Market Fund, Inc., Lincoln National Social
Awareness Fund, Inc., and Lincoln National Special Opportunities Fund, Inc. and
a current Prospectus for the Delaware Group Premium Fund, Inc., which contains
information regarding the Decatur Total Return Series, Global Bond Series and
the Trend Series. All Prospectuses should be read carefully and kept for future
reference.

A STATEMENT OF ADDITIONAL INFORMATION (SAI), dated May 1, 1998, concerning the
VAA has been filed with the SEC and is incorporated by this reference into this
Prospectus. If you would like a free copy, write, Lincoln National Life
Insurance Co., P.O. Box 2340, Fort Wayne, Indiana 46801, or call 1-800-4LINCOLN
(454-6265). A table of contents for the SAI appears on the last page of this
Prospectus.

This Prospectus is dated May 1, 1998.

1
<PAGE>
FOR YOUR INFORMATION:

If you surrender your CONTRACT or withdraw CONTRACT VALUE, a SURRENDER CHARGE of
up to 8% may be deducted. The amount of the SURRENDER CHARGE depends on the type
of CONTRACT and its duration. However, no SURRENDER CHARGE is assessed when
ANNUITY PAYOUTS begin or at the ANNUITANT'S DEATH. See charges and other
deductions.

Also, you may be subject to a penalty tax under
Section 72 (q) of the CODE (see federal tax status) should you withdraw CONTRACT
VALUE or surrender the CONTRACT before the ANNUITY COMMENCEMENT DATE.

These CONTRACTS contain a free-look provision. See Return Privilege.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
- ----------------------------------------------------------
Special Terms 3
- ----------------------------------------------------------
Expense Tables 5
- ----------------------------------------------------------
Condensed financial information for the VAA 8
- ----------------------------------------------------------
Financial statements 10
- ----------------------------------------------------------
Lincoln National Life Insurance Co. 10
- ----------------------------------------------------------
Variable annuity account (VAA) 10
- ----------------------------------------------------------
Investments of the variable annuity account 11
- ----------------------------------------------------------
Charges and other deductions 13
- ----------------------------------------------------------
The contracts 15
- ----------------------------------------------------------
Annuity payouts 19
- ----------------------------------------------------------

<CAPTION>
PAGE
- ----------------------------------------------------------
<S> <C>
Federal tax status 20
- ----------------------------------------------------------
Voting rights 22
- ----------------------------------------------------------
Distribution of the contracts 23
- ----------------------------------------------------------
Return privilege 23
- ----------------------------------------------------------
State regulation 23
- ----------------------------------------------------------
Restrictions under the Texas Optional
Retirement Program 23
- ----------------------------------------------------------
Records and reports 23
- ----------------------------------------------------------
Other information 24
- ----------------------------------------------------------
Statement of additional information
table of contents for VAA 25
- ----------------------------------------------------------
</TABLE>

2
<PAGE>
SPECIAL TERMS

(Throughout this Prospectus, in order to make the following documents more
understandable to you, we have italicized the special terms.)

ACCOUNT OR VARIABLE ANNUITY ACCOUNT (VAA) -- The segregated investment account,
Account C, into which LINCOLN LIFE sets aside and invests the assets for the
VARIABLE ANNUITY CONTRACTS offered in this Prospectus.

ACCUMULATION UNIT -- A measure used to calculate CONTRACT VALUE for the variable
side of the CONTRACT before the ANNUITY COMMENCEMENT DATE. See The contracts.

ADVISOR OR INVESTMENT ADVISOR -- Lincoln Investment Management, Inc. (LINCOLN
INVESTMENT), which provides investment management services to each of the FUNDS.
See Investment advisor.

ANNUITANT -- The person upon whose life the ANNUITY benefit payments made after
the ANNUITY COMMENCEMENT DATE will be based.

ANNUITY COMMENCEMENT DATE -- The VALUATION DATE when the FUNDS or SERIES are
withdrawn or converted into ANNUITY UNITS or fixed dollar payout for payment of
ANNUITY BENEFITS under the ANNUITY PAYOUT OPTION selected. For purposes of
determining whether an event occurs before or after the ANNUITY COMMENCEMENT
DATE, the ANNUITY COMMENCEMENT DATE is deemed to begin at the VALUATION PERIOD.

ANNUITY OPTION -- One of the optional forms of payout of the annuity available
within the CONTRACT. See Annuity payouts.

ANNUITY PAYOUT -- An amount paid after the ANNUITY COMMENCEMENT DATE at regular
intervals 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 after
the ANNUITY COMMENCEMENT DATE. See Annuity payouts.

BENEFICIARY -- The person whom you designate to receive the DEATH BENEFIT, if
any, in case of the ANNUITANT'S death.

CASH SURRENDER VALUE -- Upon SURRENDER, the CONTRACT VALUE less any applicable
charges, fees, and taxes.

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

CONTRACT (VARIABLE ANNUITY CONTRACT) -- The agreement between you and us
providing a variable annuity.

CONTRACTOWNER (you, your, owner) -- The person who has the ability to exercise
the rights within the CONTRACT (decides on investment allocations, transfers,
payout options; designates the BENEFICIARY, etc.). Usually, but not always, the
owner is also the ANNUITANT.

CONTRACT VALUE -- At a given time, 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
ANNUITANT dies before the ANNUITY COMMENCEMENT DATE. See The contracts.

ENHANCED GUARANTEED MINIMUM DEATH BENEFIT (EGMDB) -- The EGMDB is the greater
of: (1) the CONTRACT VALUE at the end of the VALUATION PERIOD when the death
claim is approved for payment by LINCOLN LIFE or (2) the higher of:

a. the CONTRACT VALUE at the end of the VALUATION PERIOD when the EGMDB becomes
effective and;

b. the highest CONTRACT value at the end of the VALUATION PERIOD that includes
any CONTRACT anniversary date up to and including age 75 following election
of the EGMDB;

increased by PURCHASE PAYMENTS and decreased by any WITHDRAWALS, annuitizations,
and premium taxes incurred after the CONTRACT anniversary or EGMDB effective
date the highest CONTRACT VALUE occurred. See The contracts.

DELAWARE MANAGEMENT -- Delaware Management Company, Inc.

FLEXIBLE PREMIUM DEFERRED CONTRACT (Multi Fund-Registered Trademark- 2, 3, AND
4) -- An annuity CONTRACT with an initial PURCHASE PAYMENT, allowing additional
PURCHASE PAYMENTS to be made, and with ANNUITY PAYOUTS beginning at a future
date.

FUND -- Any of the eleven individual Lincoln National underlying investment
options in which your PURCHASE PAYMENTS are invested.

HOME OFFICE -- The headquarters of Lincoln National Life Insurance Co., located
at 1300 South Clinton Street, Fort Wayne, Indiana 46802.

LINCOLN INVESTMENT -- Lincoln Investment Management, Inc.

LINCOLN LIFE (we, us, our) -- Lincoln National Life Insurance Co.

3
<PAGE>
LUMP SUM -- A one-time PURCHASE PAYMENT of $5,000 or more ($1,000 for IRAs and
SEPs) made to a PERIODIC PREMIUM DEFERRED CONTRACT.

PERIODIC PREMIUM DEFERRED CONTRACT (Multi Fund-Registered Trademark- 1) -- An
annuity CONTRACT with PURCHASE PAYMENTS due periodically and with ANNUITY
PAYOUTS beginning at a future date.

PURCHASE PAYMENTS -- Amounts paid into the contract to purchase an annuity.

QUALIFIED PLAN -- A retirement plan qualified for special tax treatment under
the Code, as amended, including Sections 401, 403, 408 and 457.

SERIES -- Any of the three underlying portfolios of the Delaware Group Premium
Fund, Inc., in which your PURCHASE PAYMENTS are invested.

SINGLE PREMIUM DEFERRED CONTRACT -- An annuity CONTRACT with a single PURCHASE
PAYMENT and with ANNUITY PAYOUTS beginning at a future date.

STATEMENT OF ADDITIONAL INFORMATION (SAI) -- A document required by the SEC to
be provided upon request to a prospective purchaser of a CONTRACT, you. This
free document gives more information about LINCOLN LIFE, the VAA, and the
VARIABLE ANNUITY CONTRACT.

SUBACCOUNT -- That portion of the VAA that reflects investments in ACCUMULATION
and ANNUITY UNITs of a particular FUND and SERIES. There is a separate
SUBACCOUNT which corresponds to each FUND.

SURRENDER -- A CONTRACT right that allows you to terminate your CONTRACT and
receive your CASH SURRENDER VALUE. See The contracts.

SURRENDER CHARGE -- The term that refers to what is known in the industry as a
contingent deferred sales charge. See Charges and other deductions.

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 4:00
p.m. New York time) on each day that the NYSE is open for trading and ending at
the close of such trading on the next VALUATION DATE.

WITHDRAWAL -- A CONTRACT right that allows you to obtain a portion of your CASH
SURRENDER VALUE.

4
<PAGE>
EXPENSE TABLES

CONTRACTOWNER TRANSACTION EXPENSES -- SINGLE PREMIUM AND PERIODIC PREMIUM
DEFERRED CONTRACTS:

<TABLE>
<S> <C>
SURRENDER CHARGE (as a percentage of CONTRACT VALUE surrendered/withdrawn): 7% (SINGLE PREMIUM)
8% (PERIODIC PREMIUM)
</TABLE>

(Note: Upon the first WITHDRAWAL of CONTRACT VALUE in any CONTRACT YEAR, up to
15% of CONTRACT VALUE may be withdrawn free of this charge.)

REDUCED SURRENDER CHARGES OVER TIME:

The SURRENDER CHARGE percentages listed above are the maximum percentages
charged as a percentage of CONTRACT VALUE withdrawn. The later a
SURRENDER/WITHDRAWAL occurs, the lower the SURRENDER CHARGE percentage applied,
according to the following table:

<TABLE>
<CAPTION>
CONTRACT TYPE CONTRACT YEAR
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
1 2 3 4 5 6 7 8 9 10 11+
Single premium 7% 6 5 4 3 2 1 0 0 0 0
Periodic premium 8% 8 8 8 8 4 4 4 4 4 0
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

CONTRACTOWNER TRANSACTION EXPENSES -- FLEXIBLE PREMIUM DEFERRED CONTRACT:

<TABLE>
<S> <C>
SURRENDER CHARGE (as a percentage of PURCHASE PAYMENTS surrendered/withdrawn) 7% (FLEXIBLE PREMIUM)
</TABLE>

(Note: Upon the first WITHDRAWAL of PURCHASE PAYMENTS in any CONTRACT YEAR, up
to 15% of those PURCHASE PAYMENTS may be withdrawn free of this charge.)

REDUCED SURRENDER CHARGE OVER TIME:

The SURRENDER CHARGE percentage listed above is the maximum percentage charged
as a percentage of PURCHASE PAYMENTS withdrawn. This charge is calculated
separately for each CONTRACT YEAR'S PURCHASE PAYMENTS. The later a
SURRENDER/WITHDRAWAL occurs, the lower the SURRENDER CHARGE percentage applied,
according to the following table:

<TABLE>
<CAPTION>
COMPLETED CONTRACT YEARS BETWEEN DATE OF
CONTRACT TYPE PURCHASE PAYMENTS AND DATE OF SURRENDER/WITHDRAWAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------
0 1 2 3 4 5 6 7+
Flexible premium 7% 6 5 4 3 2 1 0
- -------------------------------------------------------------------------------------
</TABLE>

ANNUAL CONTRACT FEE:

$-0-(SINGLE PREMIUM AND FLEXIBLE PREMIUM Multi Fund-Registered Trademark- 3 AND
4)

$25 (PERIODIC AND FLEXIBLE PREMIUM Multi Fund-Registered Trademark- 2) This fee
is a single charge assessed against CONTRACT VALUE on the last VALUATION DATE of
each CONTRACT YEAR and upon full SURRENDER; it is NOT a separate charge for each
SUBACCOUNT.

VAA ANNUAL EXPENSES

(as a percentage of average account value for each SUBACCOUNT)*:

<TABLE>
<CAPTION>
CONTRACTS WITH CONTRACTS
EGMDB WITHOUT EGMDB
<S> <C> <C>
Mortality and expense risk fees 1.00% 1.00%

EGMDB charge .30 --
--- ---
Total Account C annual expenses 1.30% 1.00%
</TABLE>

*The VAA is divided into 14 separately-named SUBACCOUNTs, each of which, in
turn, invests PURCHASE PAYMENTS in its respective FUND or SERIES.

5
<PAGE>
ANNUAL EXPENSES OF THE FUNDS and SERIES for the year ended 1997

(as a percentage of each FUND'S and SERIES' average net assets):

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL
FEES + EXPENSES = EXPENSES
<C><S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------
1. Aggressive Growth (AG) .73% .08% .81%
- ---------------------------------------------------------------------------------------
2. Bond (B) .46 .07 .53
- ---------------------------------------------------------------------------------------
3. Capital Appreciation (CA)* .75* .09 .84
- ---------------------------------------------------------------------------------------
4. Equity-Income (EI)* .75* .07 .82
- ---------------------------------------------------------------------------------------
5. Global Asset Allocation (GAA) .72 .17 .89
- ---------------------------------------------------------------------------------------
6. Growth and Income (GI) .32 .03 .35
- ---------------------------------------------------------------------------------------
7. International (I) .79 .14 .93
- ---------------------------------------------------------------------------------------
8. Managed (M) .37 .05 .42
- ---------------------------------------------------------------------------------------
9. Money Market (MM) .48 .11 .59
- ---------------------------------------------------------------------------------------
10. Social Awareness (SA) .36 .05 .41
- ---------------------------------------------------------------------------------------
11. Special Opportunities (SO) .37 .05 .42
- ---------------------------------------------------------------------------------------
12. Trend Series (TS)** .67** .13 .80
- ---------------------------------------------------------------------------------------
13. Decatur Total Return Series (DTRS)** .60** .11 .71
- ---------------------------------------------------------------------------------------
14. Global Bond Series (GBS)** .47** .33 .80
- ---------------------------------------------------------------------------------------
</TABLE>

*The management fee for the Capital Appreciation Fund has been decreased from
.80% to .75% effective May 1, 1998, and for the Equity-Income Fund it has been
decreased from .95% to .75% effective January 1, 1998 and the expense
information in this table has been restated to reflect current fees.
**The investment advisors for the series currently voluntarily waive the
management fee to the extent necessary to maintain the series total expense
ratio at a maximum of .80%. The management fee and total expense, absent the
waiver, would have been .75% and .88% for TS and .75% and 1.08% for GBS. Should
they cease to waive those amounts in the future, these management fee
percentages and total expenses may be higher in future years.

EXAMPLES

(reflecting expenses of the VAA, the FUNDS and SERIES):

If you SURRENDER your CONTRACT at the end of the applicable time period, you
would pay the following expenses on a $1,000 investment, assuming a 5% annual
return:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
FLEXIBLE FLEXIBLE FLEXIBLE FLEXIBLE
MULTI MULTI MULTI MULTI
FUND FUND FUND FUND
-REGISTERED -REGISTERED -REGISTERED -REGISTERED
TRADEMARK- TRADEMARK- TRADEMARK- TRADEMARK- 3
SINGLE 2 3 & 4 PERIODIC SINGLE 2 & 4 PERIODIC
- ------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C>
1. AG $91 $88 $88 $101 $112 $107 $107 $145
- ------------------------------------------------------------------------------------------------------------
2. B 88 86 86 98 104 98 98 137
- ------------------------------------------------------------------------------------------------------------
3. CA 91 89 89 102 114 109 109 147
- ------------------------------------------------------------------------------------------------------------
4. EI 93 91 91 103 118 113 113 151
- ------------------------------------------------------------------------------------------------------------
5. GAA 91 89 89 102 114 109 109 147
- ------------------------------------------------------------------------------------------------------------
6. GI 86 84 84 97 98 93 93 132
- ------------------------------------------------------------------------------------------------------------
7. I 92 90 90 102 115 111 111 148
- ------------------------------------------------------------------------------------------------------------
8. M 87 84 84 97 101 95 95 134
- ------------------------------------------------------------------------------------------------------------
9. MM 89 86 86 99 106 100 100 139
- ------------------------------------------------------------------------------------------------------------
10. SA 87 84 84 97 100 95 95 133
- ------------------------------------------------------------------------------------------------------------
11. SO 87 84 84 97 101 95 95 134
- ------------------------------------------------------------------------------------------------------------
12. TS 91 88 88 101 112 107 107 144
- ------------------------------------------------------------------------------------------------------------
13. DTRS 90 87 87 100 109 104 104 142
- ------------------------------------------------------------------------------------------------------------
14. GBS 91 88 88 101 112 107 107 144
- ------------------------------------------------------------------------------------------------------------

<CAPTION>
5 YEARS 10 YEARS
FLEXIBLE FLEXIBLE FLEXIBLE FLEXIBLE
MULTI MULTI MULTI MULTI
FUND FUND FUND FUND
-REGISTERED -REGISTERED -REGISTERED -REGISTERED
TRADEMARK- TRADEMARK- TRADEMARK- TRADEMARK-
SINGLE 2 3 & 4 PERIODIC SINGLE 2 3 & 4 PERIODIC
- --- ---------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
1. $133 $128 $128 $191 $213 $212 $213 $267
- --- ---------------------------------------------------------------------------------------------
2. 119 113 114 178 183 182 183 238
- --- ---------------------------------------------------------------------------------------------
3. 137 132 132 195 221 221 221 221
- --- ---------------------------------------------------------------------------------------------
4. 144 139 139 201 235 234 235 288
- --- ---------------------------------------------------------------------------------------------
5. 137 132 132 195 221 221 221 275
- --- ---------------------------------------------------------------------------------------------
6. 110 104 104 169 163 162 163 219
- --- ---------------------------------------------------------------------------------------------
7. 139 134 134 197 226 225 226 279
- --- ---------------------------------------------------------------------------------------------
8. 114 108 108 173 170 170 170 226
- --- ---------------------------------------------------------------------------------------------
9. 122 117 117 181 189 189 189 244
- --- ---------------------------------------------------------------------------------------------
10. 113 107 107 172 169 169 169 225
- --- ---------------------------------------------------------------------------------------------
11. 114 108 108 173 170 170 170 226
- --- ---------------------------------------------------------------------------------------------
12. 133 127 128 191 212 211 212 266
- --- ---------------------------------------------------------------------------------------------
13. 128 123 123 187 202 202 202 257
- --- ---------------------------------------------------------------------------------------------
14. 133 127 128 191 212 211 212 266
- --- ---------------------------------------------------------------------------------------------
</TABLE>

6
<PAGE>
If you do not surrender your CONTRACT, (whether SINGLE, FLEXIBLE or PERIODIC),
or if you annuitize, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
SINGLE, SINGLE, PERIODIC, PERIODIC,
FLEXIBLE, FLEXIBLE, SINGLE, FLEXIBLE SINGLE, FLEXIBLE
PERIODIC PERIODIC FLEXIBLE MULTI FLEXIBLE MULTI
MULTI MULTI MULTI FUND FUND MULTI FUND FUND
FUND FUND -REGISTERED -REGISTERED -REGISTERED -REGISTERED
-REGISTERED -REGISTERED TRADEMARK- TRADEMARK- TRADEMARK- TRADEMARK-
TRADEMARK- TRADEMARK- 3 AND 4 2 3 AND 4 2
- --------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C> <C>
1. AG $18 $57 $ 98 $ 98 $213 $212
- --------------------------------------------------------------------------------------------
2. B 16 48 84 83 183 182
- --------------------------------------------------------------------------------------------
3. CA 19 59 102 102 221 221
- --------------------------------------------------------------------------------------------
4. EI 21 63 109 109 235 234
- --------------------------------------------------------------------------------------------
5. GAA 19 59 102 102 221 221
- --------------------------------------------------------------------------------------------
6. GI 14 43 74 74 163 162
- --------------------------------------------------------------------------------------------
7. I 20 61 104 104 226 225
- --------------------------------------------------------------------------------------------
8. M 14 45 78 78 170 170
- --------------------------------------------------------------------------------------------
9. MM 16 50 87 87 189 189
- --------------------------------------------------------------------------------------------
10. SA 14 45 77 77 169 169
- --------------------------------------------------------------------------------------------
11. SO 14 45 78 78 170 170
- --------------------------------------------------------------------------------------------
12. TS 18 57 98 97 212 211
- --------------------------------------------------------------------------------------------
13. DTRS 17 54 93 93 202 202
- --------------------------------------------------------------------------------------------
14. GBS 18 57 98 97 212 211
- --------------------------------------------------------------------------------------------
</TABLE>

This table is provided to assist you in understanding the various costs and
expenses that you will bear directly or indirectly. The table reflects expenses
of the VAA, the 11 FUNDS and the three SERIES for the year ended December 31,
1997, although the expenses have been restated to reflect current fees for
Capital Appreciation and Equity-Income. For more complete descriptions of the
various costs and expenses involved, see Charges and other deductions in this
Prospectus, and Management of the FUNDS in the Appendix to the FUNDS'
Prospectuses and the Prospectus for Delaware Group Premium Fund, Inc. Premium
taxes may also be applicable, although they do not appear in the table. In
addition, we reserve the right to impose a charge on transfers between
SUBACCOUNTS as well as to and from the fixed account, although we do not
currently do so. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. This
table is unaudited.

These examples reflect expenses assuming that the EGMDB is NOT in effect. If the
EGMDB is in effect, these examples will be higher.

7
<PAGE>
CONDENSED FINANCIAL INFORMATION FOR THE
VAA

ACCUMULATION UNIT VALUES

The following information relating to ACCUMULATION UNIT values (not including
the GMDB charge) and number of ACCUMULATION UNITS for each of the 10 years in
the period ended December 31, 1997 comes from the VAA'S financial statements. It
should be read in conjunction with the VAA'S financial statements and notes

which are all included in the SAI.
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Aggressive Growth subaccount
Accumulation unit value
- - Beginning of period $ 1.384 1.196 .896 1.000 1.000*
- - End of period $ 1.687 1.384 1.196 .896 1.000* trading began in 1994.
Number of accumulation units
- - End of period (000's omitted) 199,221 172,630 114,518 67,547 110
- ---------------------------------------------------------------------------------------------------------
Bond subaccount
Accumulation unit value
- - Beginning of period $ 4.283 4.228 3.585 3.780 3.398 3.181 2.737 2.591
- - End of period $ 4.632 4.283 4.228 3.585 3.780 3.398 3.181 2.737
Number of accumulation units
- - End of period (000's omitted) 60,078 62,709 62,644 57,900 62,765 52,842 46,830 40,983
- ---------------------------------------------------------------------------------------------------------
Capital Appreciation subaccount
Accumulation unit value
- - Beginning of period $ 1.520 1.294 1.017 1.000 1.000 *
- - End of period $ 1.884 1.520 1.294 1.017 1.000 * trading began in 1994.
Number of accumulation units
- - End of period (000's omitted) 234,328 174,073 98,067 52,125 110
- ---------------------------------------------------------------------------------------------------------
Equity-Income subaccount
Accumulation unit value
- - Beginning of period $ 1.663 1.391 1.046 1.000 1.000 *
- - End of period $ 2.150 1.663 1.391 1.046 1.000 * trading began in 1994.
Number of accumulation units
- - End of period (000's omitted) 371,051 275,632 171,817 75,383 110
- ---------------------------------------------------------------------------------------------------------
Global Asset Allocation
subaccount
Accumulation unit value
- - Beginning of period $ 2.302 2.013 1.642 1.689 1.453 1.378 1.174 1.175
- - End of period $ 2.720 2.302 2.013 1.642 1.689 1.453 1.378 1.174
Number of accumulation units
- - End of period (000's omitted) 159,590 140,242 126,558 122,061 92,778 67,873 57,199 50,149
- ---------------------------------------------------------------------------------------------------------
Growth and Income subaccount
Accumulation unit value
- - Beginning of period $ 7.453 6.292 4.593 4.579 4.084 4.050 3.125 3.126
- - End of period $ 9.650 7.453 6.292 4.593 4.579 4.084 4.050 3.125
Number of accumulation units
- - End of period (000's omitted) 357,850 332,885 291,063 253,621 226,072 188,659 144,515 114,974
- ---------------------------------------------------------------------------------------------------------

<CAPTION>
1989 1988
<S> <C> <C>
- ---------------------------------
Aggressive Growth subaccount
Accumulation unit value
- - Beginning of period
- - End of period
Number of accumulation units
- - End of period (000's omitted)
- ---------------------------------
Bond subaccount
Accumulation unit value
- - Beginning of period 2.312 2.162
- - End of period 2.591 2.312
Number of accumulation units
- - End of period (000's omitted) 37,671 28,146
- ---------------------------------
Capital Appreciation subaccount
Accumulation unit value
- - Beginning of period
- - End of period
Number of accumulation units
- - End of period (000's omitted)
- ---------------------------------
Equity-Income subaccount
Accumulation unit value
- - Beginning of period
- - End of period
Number of accumulation units
- - End of period (000's omitted)
- ---------------------------------
Global Asset Allocation
subaccount
Accumulation unit value
- - Beginning of period 1.005 .914
- - End of period 1.175 1.005
Number of accumulation units
- - End of period (000's omitted) 39,835 27,750
- ---------------------------------
Growth and Income subaccount
Accumulation unit value
- - Beginning of period 2.611 2.436
- - End of period 3.126 2.611
Number of accumulation units
- - End of period (000's omitted) 96,161 81,066
- ---------------------------------
</TABLE>

* These values do not reflect a full year's experience because they are
calculated for the period from the beginning of investment activity of
the subaccounts, through December 31.

8
<PAGE>
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992 1991 1990
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
International subaccount
Accumulation unit value
- - Beginning of period $ 1.488 1.368 1.271 1.243 .901 .990 1.000*
trading
began in
- - End of period $ 1.562 1.488 1.368 1.271 1.243 .901 .990* 1991.
Number of accumulation units
- - End of period (000's omitted) 294,705 294,570 261,509 248,639 129,551 50,718 21,088
- ---------------------------------------------------------------------------------------------------------
Managed subaccount
Accumulation unit value
- - Beginning of period $ 3.913 3.515 2.747 2.827 2.558 2.492 2.065 2.015
- - End of period $ 4.714 3.913 3.515 2.747 2.827 2.558 2.492 2.065
Number of accumulation units
- - End of period (000's omitted) 179,210 178,496 172,789 167,184 162,485 139,606 115,929 104,011
- ---------------------------------------------------------------------------------------------------------
Money Market subaccount
Accumulation unit value
- - Beginning of period $ 2.324 2.235 2.137 2.079 2.044 1.996 1.907 1.783
- - End of period $ 2.419 2.324 2.235 2.137 2.079 2.044 1.996 1.907
Number of accumulation units
- - End of Period (000's omitted) 36,107 40,057 35,136 37,106 39,763 46,993 77,812 57,377
- ---------------------------------------------------------------------------------------------------------
Social Awareness subaccount
Accumulation unit value
- - Beginning of period $ 3.638 2.843 2.005 2.021 1.796 1.750 1.285 1.357
- - End of period $ 4.950 3.638 2.843 2.005 2.021 1.796 1.750 1.285

Number of accumulation units
- - End of period (000's omitted) 251,168 175,970 106,204 83,069 69,006 50,838 30,735 19,486
- ---------------------------------------------------------------------------------------------------------
Special Opportunities subaccount
Accumulation unit value
- - Beginning of period $ 6.505 5.618 4.303 4.392 3.740 3.519 2.481 2.710
- - End of period $ 8.249 6.505 5.618 4.303 4.392 3.740 3.519 2.481
Number of accumulation units
- - End of period (000's omitted) 101,475 97,744 88,993 73,673 62,314 51,056 37,798 33,837
- ---------------------------------------------------------------------------------------------------------
Trend subaccount
Accumulation unit value
- - Beginning of period $ 0.991 1.000 *
- - End of period $ 1.191 0.991 * trading began in 1996
Number of accumulation units
- - End of period (000's omitted) 46,558 23,508
- ---------------------------------------------------------------------------------------------------------
Decatur Total Return subaccount
Accumulation unit value
- - Beginning of period 1.126 1.000 *
- - End of period 1.461 1.126 * trading began in 1996
Number of accumulation units
- - End of period (000's omitted) 64,052 12,220
- ---------------------------------------------------------------------------------------------------------
Global Bond subaccount
Accumulation unit value
- - Beginning of period $ 1.111 1.000 *
- - End of period $ 1.109 1.111 * trading began in 1996
Number of accumulation units
- - End of period (000's omitted) 11,177 7,613
- ---------------------------------------------------------------------------------------------------------

<CAPTION>
1989 1988
- ---------------------------------
<S> <C> <C>
International subaccount
Accumulation unit value
- - Beginning of period

- - End of period
Number of accumulation units
- - End of period (000's omitted)
- ---------------------------------
Managed subaccount
Accumulation unit value
- - Beginning of period 1.737 1.609
- - End of period 2.015 1.737
Number of accumulation units
- - End of period (000's omitted) 95,285 84,586
- ---------------------------------
Money Market subaccount
Accumulation unit value
- - Beginning of period 1.651 1.553
- - End of period 1.783 1.651
Number of accumulation units
- - End of Period (000's omitted) 53,287 37,890
- ---------------------------------
Social Awareness subaccount
Accumulation unit value
- - Beginning of period 1.042 1.000*
- - End of period 1.357 1.042*
trading
began in
1988
Number of accumulation units
- - End of period (000's omitted) 7,127 1,984
- ---------------------------------
Special Opportunities subaccount
Accumulation unit value
- - Beginning of period 2.054 1.997
- - End of period 2.710 2.054
Number of accumulation units
- - End of period (000's omitted) 27,789 31,068
- ---------------------------------
Trend subaccount
Accumulation unit value
- - Beginning of period
- - End of period
Number of accumulation units
- - End of period (000's omitted)
- ---------------------------------
Decatur Total Return subaccount
Accumulation unit value
- - Beginning of period
- - End of period
Number of accumulation units
- - End of period (000's omitted)
- ---------------------------------
Global Bond subaccount
Accumulation unit value
- - Beginning of period
- - End of period
Number of accumulation units
- - End of period (000's omitted)
- ---------------------------------
</TABLE>

* These values do not reflect a full year's experience because they are
calculated for the period from the beginning of investment activity of
the subaccounts, through December 31.
ADDITIONAL INFORMATION FOR THE MONEY MARKET SUBACCOUNT:

Seven-day yield: 4.37%; Length of base period-7 days; Date of last day of base
period: December 31, 1997.

9
<PAGE>
PERFORMANCE DATA:
At times the VAA may advertise the Money Market SUBACCOUNT's yield. The yield
refers to the income generated by an investment in the SUBACCOUNT over a seven-
day period. This income is then annualized. The process of annualizing results
when the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. THE YIELD FIGURE IS BASED ON HISTORICAL EARNINGS
AND IS NOT INTENDED TO INDICATE FUTURE PERFORMANCE.

The VAA advertises the annual performance of the SUBACCOUNTs for the FUNDS and
SERIES on both a standardized and nonstandardized basis.

The standardized calculation measures average annual total return. This is based
on a hypothetical $1,000 payment made at the beginning of a one-year, a
five-year, and a 10-year period. This calculation reflects all fees and charges
that are or could be imposed on all CONTRACTOWNER accounts.

The nonstandardized calculation compares changes in ACCUMULATION UNIT values
from the beginning of the most recently completed calendar year to the end of
that year. It may also compare changes in ACCUMULATION UNIT values over shorter
or longer time periods. This calculation reflects mortality and expense risk
fees. It also reflects management fees and other expenses of the FUND. It does
not include SURRENDER CHARGEs or the account charge; if included, they would
decrease the performance.

For additional information about performance calculations, please refer to the
SAI.

FINANCIAL STATEMENTS

The financial statements of the VAA and the statutory-basis financial statements
and schedule of LINCOLN LIFE are located in the SAI. You may obtain a free copy
by writing Lincoln National Life Insurance Co., P.O. Box 2340, Fort Wayne,
Indiana 46801 or calling 1-800-4LINCOLN (454-6265).

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 the
issuer of the variable annuity contracts. The obligations set forth in the
contracts, other than those of the contract holder or participant are our
obligations. We also serve as the principal underwriter for the CONTRACTS. 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 June 3, 1981, 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 liabilities
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 accordance
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 separate account under the
federal securities laws. We do not guarantee the investment performance of the
VAA. Any investment gain or loss depends on the investment performance of the
FUNDS and SERIES. YOU ASSUME THE FULL INVESTMENT RISK FOR ALL AMOUNTS PLACED IN
THE VAA.

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
experience of the VAA. The general account is subject to regulation and
supervision 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 company
under the 1940 Act. Accordingly, neither the general account nor any interests
therein are subject to regulation 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
disclosures which are included in this prospectus which relate to our general
account and to the fixed account under the contract. These disclosures, however,
may be subject to certain generally applicable provisions of the federal
securities laws relating to the accuracy and completeness of statements made in
prospectuses. This prospectus is generally intended to serve as a disclosure
document only for aspects of the contract involving the VAA, and therefore
contains only selected information regarding the fixed side of the contract.
Complete details regarding the fixed side of the contract are in the contract.

PURCHASE PAYMENTS allocated to the fixed side of the CONTRACT are guaranteed to
be credited with a minimum interest rate, specified in the CONTRACT, of at least
3.0%. A

10
<PAGE>
PURCHASE PAYMENT allocated to the fixed side of the CONTRACT is credited with
interest beginning on the next calendar day following the date of receipt if all
data is complete. LINCOLN LIFE may vary the way in which it credits interest to
the fixed side of the CONTRACT from time to time.
ANY INTEREST IN EXCESS OF 3.0% WILL BE DECLARED IN ADVANCE IN LINCOLN LIFE'S
SOLE DISCRETION. CONTRACTOWNERS BEAR THE RISK THAT NO INTEREST IN EXCESS OF 3.0%
WILL BE DECLARED.
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 FUND and SERIES. You may change
your allocations without penalty or charges. Shares of the FUNDS and SERIES will
be sold at net asset value (See the Appendix to the FUNDS' Prospectuses for an
explanation of net asset value) to the VAA in order to fund the CONTRACTS. The
FUNDS and SERIES are required to redeem their shares at net asset value upon our
request. We reserve the right to add, delete or substitute FUNDS and SERIES.

INVESTMENT ADVISOR

LINCOLN INVESTMENT (owned by LNC) is the ADVISOR for each of the FUNDS and is
primarily responsible for the investment decisions affecting the FUNDS. The
services it provides are explained in the Prospectuses of the FUNDS. Under an
advisory agreement with each FUND, LINCOLN INVESTMENT provides portfolio
management and investment advice to that FUND, subject to the supervision of the
FUND'S Board of Directors.

Additionally, LINCOLN INVESTMENT currently has six sub-advisory agreements in
which the sub-advisor may perform some or substantially all of the investment
advisory services required by those respective FUNDS.

No additional compensation from the assets of those FUNDS will be assessed as a
result of the sub-advisory agreements.

Following is a chart that shows the FUND names and the six sub-advisors under
LINCOLN INVESTMENT (the ADVISOR):
<TABLE>
<CAPTION>
SUB-ADVISOR FUND
<S> <C>
- ---------------------------------------------------
Delaware
International
Advisors, Ltd. International

<CAPTION>
- ---------------------------------------------------
<S> <C>
Fidelity Management
Trust Co. Equity-Income
<CAPTION>
- ---------------------------------------------------
<S> <C>
Janus Capital Corp. Capital Appreciation
<CAPTION>
- ---------------------------------------------------
<S> <C>
Lynch & Mayer, Inc. Aggressive Growth
<CAPTION>
- ---------------------------------------------------
<S> <C>
Putnam Investment
Management, Inc. Global Asset Allocation
<CAPTION>
- ---------------------------------------------------
<S> <C>
Vantage Investment
Advisors Growth and Income; Managed
(for stock portfolio);
Social Awareness; and
Special Opportunities
<CAPTION>
- ---------------------------------------------------
</TABLE>

The Bond and Money Market FUNDS do not have sub-advisors.

DELAWARE MANAGEMENT, an indirect subsidiary of LNC, is the advisor for the TREND
SERIES AND DECATUR TOTAL RETURN SERIES and is primarily responsible for the
investment decisions affecting these SERIES. Delaware International Advisers
Ltd. (Delaware International), an affiliate of DELAWARE MANAGEMENT, furnishes
investment management services to the Global Bond SERIES.

Additional information about DELAWARE MANAGEMENT and Delaware International may
be found in the Delaware Group Premium Fund, Inc. Prospectus enclosed in this
booklet under Management of the Fund.

FUNDS/SERIES

Following are brief summaries of the investment objectives and policies of the
FUNDS. The year in which each FUND started trading is in parentheses. There is
more detailed information in the current Prospectuses for the FUNDS, which are
included in this booklet.

All of the FUNDS with the exception of the Special Opportunities Fund are
diversified, open-end management investment companies. 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 or SERIES when you make a WITHDRAWAL, surrender the CONTRACT or
transfer from one FUND to another. Management investment company is the legal
term for a mutual fund. The Special Opportunities Fund is open-end, but is
non-diversified. Non-diversified means the FUND may own a larger percentage of
the securities of particular companies than will a diversified company. These
definitions are very general. The precise legal definitions for these terms are
contained in the 1940 Act. PLEASE BE ADVISED THAT THERE IS NO ASSURANCE THAT ANY
OF THE FUNDS OR SERIES WILL ACHIEVE ITS STATED OBJECTIVES.

11
<PAGE>
FUNDS

1. Aggressive Growth Fund (1994) -- The investment objective is to maximize
capital appreciation. The FUND invests in stocks of smaller, lesser-known
companies which have a chance to grow significantly in a short time.

2. Bond Fund (1981) -- The investment objective is maximum current income
consistent with prudent investment strategy. The FUND invests primarily in
medium-and long-term corporate and government bonds.

3. Capital Appreciation Fund (1994) -- The investment objective is 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 competing well and if their products or services are in
high demand. It may also buy some money market securities and bonds,
including junk (high-risk) bonds.

4. Equity-Income Fund (1994) -- The investment objective is to achieve
reasonable income by investing primarily in income-producing equity
securities. The FUND invests mostly in high-income stocks and some
high-yielding bonds (including junk bonds).

5. Global Asset Allocation Fund (1987) -- The investment objective is
long-term total return consistent with preservation of capital. The FUND
allocates its assets among several categories of equity and fixed-income
securities, both of U.S. and foreign issuers.

6. Growth and Income Fund (1981) -- The investment objective is long-term
capital appreciation. The FUND buys stocks of established companies.

7. International Fund (1991) -- The investment objective is long-term capital
appreciation. The FUND trades in securities issued outside the United
States--mostly stocks, with an occasional bond or money market security.

8. Managed Fund (1983) -- The investment objective is maximum long-term total
return (capital gains plus income) consistent with prudent investment
strategy. The FUND invests in a mix of stocks, bonds, and money market
securities, as determined by an investment committee.

9. Money Market Fund (1981) -- The investment objective is maximum current
income consistent with the preservation of capital. The FUND invests in
short-term obligations issued by U.S. corporations; the U.S. Government;
and federally-chartered banks and U.S. branches of foreign banks.

10. Social Awareness Fund (1988) -- The investment objective is long-term
capital appreciation. The FUND buys stocks of established companies which
adhere to certain specific social criteria.

11. Special Opportunities Fund (1981) -- The investment objective is maximum
capital appreciation. The FUND primarily invests in mid-size companies
whose stocks have significant growth potential. Current income is a
secondary consideration.

SERIES

Following are brief summaries of the investment objectives and policies of the
three SERIES being offered by Delaware Group Premium Fund, Inc. More detailed
information may be obtained from the current prospectus for those SERIES, which
is included in this booklet. PLEASE BE ADVISED THAT THERE IS NO ASSURANCE THAT
ANY OF THE SERIES WILL ACHIEVE ITS STATED OBJECTIVES.

1. Decatur Total Return Series -- seeks the highest possible total rate of
return by selecting issues that exhibit the potential for capital
appreciation while providing higher than average dividend income. Decatur
Total Returns invests, but not exclusively, in common stocks and
income-producing securities convertible into common stocks, consistent
with the SERIES' objective.

2. Trend Series -- seeks long-term capital appreciation by investing
primarily in small-cap common stocks and convertible securities of
emerging and other growth-oriented companies. These securities will have
been judged to be responsive to changes in the market place and to have
fundamental characteristics to support growth. Income is not an objective.

3. Global Bond Series -- seeks current income consistent with preservation of
principal by investing primarily in fixed income securities that may also
provide the potential for capital appreciation. This SERIES is a global
fund. As such, at least 65% of the SERIES' assets will be invested in
fixed income securities of issuers organized or having a majority of their
assets in or deriving a majority of their operating income in at least
three different countries, one of which may be the United States.

Shares of the FUNDS and SERIES are sold to LINCOLN LIFE for investment of the
assets of the VAA and of Lincoln Life Flexible Premium Variable Life Account K,
for variable life insurance contracts. Shares of some, but not all, of the FUNDS
are also sold to LINCOLN LIFE for investment of the assets of Lincoln Life
Flexible Premium Variable Life Accounts D and G, also to fund variable life
insurance contracts. In addition, shares of the Delaware Group Premium Fund,
Inc. are sold to separate accounts of life insurance companies other than
LINCOLN LIFE. See Other

12
<PAGE>
information. Shares of the FUNDS and SERIES are not sold directly to the general
public.

We will purchase shares of the FUNDS and SERIES at net asset value and direct
them to the appropriate SUBACCOUNTs of the VAA. We will redeem sufficient shares
of the appropriate FUNDS and SERIES to pay ANNUITY PAYOUTS, DEATH BENEFITS,
SURRENDER/WITHDRAWAL proceeds or for purposes described in the CONTRACT. If you
desire to transfer all or part of your investment from one SUBACCOUNT to
another, we may redeem shares held in the first and purchase shares for the
other SUBACCOUNT. The shares are retired, but they may be reissued later.

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

All of the investment objectives of the FUNDS and SERIES are fundamental which
means that no changes may be made without the affirmative vote of a majority of
the outstanding voting securities of each respective FUND or SERIES. The extent
to which the particular investment policies, practices or restrictions for each
FUND or SERIES are fundamental or nonfundamental depends on the particular FUND
or SERIES. If they are nonfundamental, they may be changed by the Board of
Directors of the FUNDS or SERIES without shareholder approval.

You are urged to consult the Prospectuses in this booklet and SAIs for each
individual FUND or SERIES for additional information regarding the fundamental
and non-fundamental policies, practices and restrictions of each of the FUNDS
and SERIES.

REINVESTMENT

All dividend and capital gain distributions of the FUNDS and SERIES are
automatically reinvested in shares of the distributing FUNDS and SERIES at their
net asset value on the date of distribution. Dividends are not paid out to
CONTRACTOWNERs as additional units, but are reflected in changes in unit values.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

We reserve the right, within the law, to make additions, deletions and
substitutions for the FUNDS and SERIES held by the VAA. (We may substitute
shares of another series or of other funds for shares already purchased, or to
be purchased in the future, under the CONTRACT. This substitution might occur if
shares of a FUND and SERIES should no longer be available, or if investment in
any FUND'S and SERIES' shares should become inappropriate, in the judgement of
our management, for the purposes for the CONTRACT.) No substitution of the
shares attributable to your account may take place without notice to you and
prior approval of the SEC, in accordance with the 1940 Act.

CHARGES AND OTHER DEDUCTIONS

DEDUCTIONS FROM PURCHASE PAYMENTS

There are no front-end deductions for sales charges made from PURCHASE PAYMENTS.
However, we will deduct premium taxes, when applicable.

ACCOUNT CHARGE

There is no account charge for SINGLE PREMIUM DEFERRED CONTRACTS AND FLEXIBLE
PREMIUM DEFERRED CONTRACTS, Multi Fund-Registered Trademark- 3 and 4. For
PERIODIC AND FLEXIBLE PREMIUM, Multi Fund-Registered Trademark- 2 DEFERRED
CONTRACTS, we will deduct $25 from the CONTRACT VALUE on the last VALUATION DATE
of each CONTRACT YEAR to compensate us for the administrative services provided
to you; this $25 account charge will also be deducted from the CONTRACT VALUE
upon SURRENDER. Administrative services include processing applications; issuing
CONTRACTS; processing purchase and redemptions of FUND shares; maintaining
records; administering ANNUITY PAYOUTS; providing accounting, valuation,
regulatory and reporting services.

SURRENDER CHARGES

There are charges associated with the SURRENDER of a CONTRACT or the WITHDRAWAL
of CONTRACT VALUE (or of PURCHASE PAYMENTS, for FLEXIBLE CONTRACTS) before the
ANNUITY COMMENCEMENT DATE. The SURRENDER CHARGES associated with SURRENDER or
WITHDRAWAL are paid to us to compensate us for the loss we experience on
CONTRACT distribution costs when CONTRACTOWNERS surrender or withdraw before
distribution costs have been recovered. Charges are the same for
SURRENDERS/WITHDRAWALS except that, for the first WITHDRAWAL in a CONTRACT YEAR,
up to 15% of CONTRACT VALUE (PURCHASE PAYMENTS for FLEXIBLE CONTRACTS) may be
withdrawn free of charges. This 15% WITHDRAWAL exception does not apply to a
SURRENDER of a CONTRACT.

A. PERIODIC PREMIUM DEFERRED CONTRACT
For the first WITHDRAWAL in a CONTRACT YEAR in excess of 15%, for any subsequent
WITHDRAWALs in the same CONTRACT YEAR, or for SURRENDER of the CONTRACT, there
will be a SURRENDER CHARGE of 8% for years 1-5; 4% in years 6-10; and no charge
after the CONTRACT has been in force for 10 years. In addition, as explained
previously, an account charge will be deducted for a SURRENDER.

SURRENDER CHARGES will be waived in the event of the death of the ANNUITANT. If
between the effective date of the CONTRACT and the ANNUITANT'S 65th birthday,
the ANNUITANT should become totally and permanently disabled [as defined in
Section 22(e)(3) of the CODE], SURRENDER CHARGES will also be waived. In
addition, for 403(b) and 457 CONTRACTS only, SURRENDER CHARGES will be waived in
the event the ANNUITANT: (1) has terminated employment with the employer that
sponsored the CONTRACT; and (2) has been in the CONTRACT for at least five years
(the

13
<PAGE>
five year date beginning either November 1, 1991 or the date of the CONTRACT,
whichever is later); and (3) is at least age 55.

B. SINGLE PREMIUM DEFERRED CONTRACT OR NONRECURRING LUMP SUM PAYMENT TO PERIODIC
PREMIUM DEFERRED CONTRACT
For a SINGLE PREMIUM DEFERRED CONTRACT or a nonrecurring LUMP SUM payment made
to a PERIODIC PREMIUM DEFERRED CONTRACT, the SURRENDER/WITHDRAWAL CHARGES (when
applicable as described previously) will be:

<TABLE>
<CAPTION>
CONTRACT YEAR IN WHICH
SURRENDER/WITHDRAWAL
OCCURS
<S> <C>
- ---------------------------------------------------
1 2 3 4 5 6 7 8+
Charge as a percent of
proceeds withdrawn 7% 6 5 4 3 2 1 0
</TABLE>

Investment gains attributable to a nonrecurring LUMP SUM payment made to a
PERIODIC PREMIUM DEFERRED CONTRACT will be subject to SURRENDER CHARGES of 8% in
years 1-5, 4% in years 6-10, and no charge after the CONTRACT has been in force
for 10 years.

LUMP SUM payments may be deposited into a PERIODIC PREMIUM DEFERRED CONTRACT
within 12 months of the effective date of the CONTRACT. After the 12-month
period, a new CONTRACT must be established for a LUMP SUM payment.

For PERIODIC PREMIUM DEFERRED CONTRACTS under which a nonrecurring LUMP SUM has
been received, WITHDRAWALS will be made first from any amount subject to the
lowest charge until that amount is gone.

C. FLEXIBLE PREMIUM DEFERRED CONTRACT
For a FLEXIBLE PREMIUM DEFERRED CONTRACT, the SURRENDER/WITHDRAWAL charges (when
applicable as described previously) will be:

<TABLE>
<CAPTION>
COMPLETED CONTRACT YEARS
BETWEEN DATE OF PURCHASE
PAYMENTS AND DATE OF
SURRENDER/WITHDRAWAL*
<S> <C>
- ---------------------------------------------------
0 1 2 3 4 5 6 7+
Charge as a percent of
total PURCHASE
PAYMENTS
surrendered/withdrawn
in a contract year 7% 6 5 4 3 2 1 0
</TABLE>

* The SURRENDER CHARGE is calculated separately for each CONTRACT YEAR'S
PURCHASE PAYMENTS.

For the first WITHDRAWAL of PURCHASE PAYMENTS in each CONTRACT YEAR, up to 15%
of PURCHASE PAYMENTS will be free of these charges. In addition, as explained
previously, an account charge will be deducted for a SURRENDER on Multi
Fund-Registered Trademark- 2 FLEXIBLE PREMIUM CONTRACTS.

The SURRENDER CHARGE is calculated separately for each CONTRACT YEAR'S PURCHASE
PAYMENTS to which a charge applies. (FOR PURPOSES OF CALCULATING THIS CHARGE, WE
ASSUME THAT PURCHASE PAYMENTS ARE WITHDRAWN ON A FIRST IN-FIRST OUT BASIS, AND
THAT ALL PURCHASE PAYMENTS ARE WITHDRAWN BEFORE ANY EARNINGS ARE WITHDRAWN.) The
SURRENDER CHARGES associated with SURRENDER or WITHDRAWAL are paid to us to
compensate us for the loss we experience on CONTRACT distributions costs when
CONTRACTOWNERS surrender or withdraw before distribution costs have been
recovered.

ADDITIONAL INFORMATION

Participants in the Texas Optional Retirement Program should refer to
Restrictions under the Texas Optional Retirement Program, later in this
Prospectus booklet.

The charges associated with SURRENDER/WITHDRAWAL are paid to us to compensate us
for the cost of distributing the CONTRACTS. As required by the National
Association Securities Dealers, in no event will the aggregate SURRENDER CHARGES
under a CONTRACT exceed 8.5% of your total PURCHASE PAYMENTS.

The SURRENDER and account charges described previously may be reduced or
eliminated for any particular CONTRACT. However these charges will be reduced
only to the extent that we anticipate lower distribution and/or administrative
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 employer
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 SURRENDER and
account charges applicable to a particular CONTRACT will be stated in that
CONTRACT.

For example, in certain circumstances, a holder of an annuity contract issued by
Lincoln Life may exchange it for a CONTRACT. In this circumstance, the surrender
charge applicable to such CONTRACT in the future will be calculated as if (i)
the date of purchase of the CONTRACT is the date the original annuity contract
was purchased and (ii) each purchase payment had been made on the actual date of
such payment, whether under the annuity contract or the CONTRACT. An exchange of
an annuity contract for a CONTRACT may or may not be advantageous,

14
<PAGE>
based on all of the circumstances, including a comparison of contractual terms
and conditions such as investment options and charges and deductions other than
surrender charges. Generally speaking, an exchange would not involve an exchange
fee or be subject to taxes. We may pay a commission to the agent assisting on
the exchange. Additional information on exchanges, as well as a copy of the
prospectus for the annuity contract, is available upon request.

DEDUCTIONS FROM THE VAA FOR ASSUMPTION OF MORTALITY AND EXPENSE RISKS

We deduct from the VAA an amount, computed daily, which is equal to an annual
rate of 1.002% of the daily net asset value, to compensate us for our assumption
of certain risks described below. This charge is made up of two parts: (1) our
assumption of mortality risks (0.900%) and (2) our assumption of expense risks
(0.102%). The level of this charge is guaranteed not to change.

Our assumption of mortality risks guarantees that the ANNUITY PAYOUTS made to
our CONTRACTOWNERS will not be affected by the mortality experience (life span)
either of persons receiving those payouts or of the general population. We
assume this mortality risk through guaranteed annuity rates incorporated into
the CONTRACT which cannot be changed. We also assume the risk that the charges
for administrative expenses, which cannot be changed by us, will be insufficient
to cover actual administrative costs.

If the 1.002% charge proves insufficient to cover underwriting and
administrative costs in excess of the charges made for administrative expenses,
we will absorb the loss. However, if the amount deducted proves more than
sufficient, we will keep the profit.

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 will
generally depend upon the law of your state of residence. The tax ranges from
0.5% to 4.0%.

DEDUCTION FOR THE EGMDB

When the EGMDB becomes effective, we will begin deducting from the VAA an
amount, computed daily, which is equal to an annual rate of 0.30% of the daily
net asset value. This charge will start at the beginning of the next VALUATION
PERIOD. This charge will continue for all future CONTRACT YEARS unless the owner
elects to discontinue the EGMDB. If the EGMDB is discontinued, the 0.30% annual
charge will cease at the end of the VALUATION PERIOD when the EGMDB is
terminated. See The contracts -- Death benefit before the annuity commencement
date.

OTHER CHARGES AND DEDUCTIONS

There are deductions from and expenses paid out of the assets of the eleven
FUNDS and the three SERIES that are described later in this booklet in the
Appendix to the FUNDS' Prospectuses and in the Prospectus for the SERIES
respectively.

THE CONTRACTS

PURCHASE OF CONTRACTS

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

If a completed application and all other information necessary for processing a
purchase order are 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 (unless you specifically authorize us to
keep it until the application is complete). Once the application is complete,
the initial PURCHASE PAYMENT must be priced within two business days.

WHO CAN INVEST

To apply for a PERIODIC PREMIUM DEFERRED CONTRACT, you must be of legal age in a
state where the CONTRACTS 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 ANNUITANT cannot be older than age 74.

To apply for a FLEXIBLE PREMIUM DEFERRED CONTRACT, a SINGLE PREMIUM DEFERRED
CONTRACT or to make a nonrecurring LUMP SUM payment to a PERIODIC PREMIUM
DEFERRED CONTRACT, you must meet the same requirements as for an application of
a PERIODIC PREMIUM DEFERRED CONTRACT, except that the ANNUITANT cannot be older
than age 84.

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PURCHASE PAYMENTS

PURCHASE PAYMENTS are payable to us at a frequency and in an amount selected by
you in the application. The minimum PURCHASE PAYMENT for a SINGLE PREMIUM
DEFERRED contract is $3,000 ($1,000 for IRAs and SEPs). The minimum initial
PURCHASE PAYMENT for a FLEXIBLE PREMIUM DEFERRED CONTRACT is $3,000 ($1,000 for
IRAs and SEPs), and subsequent PURCHASE PAYMENTS must be at least $100. For a
PERIODIC PREMIUM DEFERRED CONTRACT, the minimum amount of any scheduled PURCHASE
PAYMENT is $25, and the scheduled PURCHASE PAYMENTS must total at least $600 per
year. PURCHASE PAYMENTS in any one CONTRACT YEAR which exceed twice the amount
of PURCHASE PAYMENTS made in the first CONTRACT YEAR may be made only with our
permission. PURCHASE PAYMENTS in total may not exceed $1 million for each
ANNUITANT. If you stop making PURCHASE PAYMENTS, the CONTRACT will remain in
force as a paid-up CONTRACT as long as the total CONTRACT VALUE is at least
$600. Payments may be resumed at any time until the ANNUITY COMMENCEMENT DATE,
the maturity date, the SURRENDER of the CONTRACT, or payment of any DEATH
BENEFIT, whichever comes first.

VALUATION DATE

ACCUMULATION and ANNUITY UNITS will be valued once daily as of the close of
trading (currently 4:00 p.m., New York time) on each day that the NYSE is open
for trading (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 are placed into the VAA'S SUBACCOUNTS, each of which invests
in shares of its corresponding FUND or SERIES, according to your instructions.

The minimum amount of any PURCHASE PAYMENT which can be put into any one
SUBACCOUNT is $20 under PERIODIC PREMIUM DEFERRED CONTRACTS, $1,000 under SINGLE
PREMIUM DEFERRED CONTRACTS and $100 under FLEXIBLE PREMIUM DEFERRED CONTRACTS.
Upon allocation to the appropriate SUBACCOUNT, PURCHASE PAYMENTS are converted
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 the 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
VALUATION DATE. The number of ACCUMULATION UNITS determined in this way shall
not be changed by any subsequent change in the value of an ACCUMULATION UNIT.
However, the dollar value of an ACCUMULATION UNIT will vary depending not only
upon how well the investments perform, but also upon the related expenses of the
VAA and the underlying FUNDS and SERIES.

VALUATION OF ACCUMULATION UNITS

PURCHASE PAYMENTS allocated to the VAA are converted into ACCUMULATION UNITS.
This is done by dividing each PURCHASE PAYMENT by the value of an ACCUMULATION
UNIT for the VALUATION PERIOD during which the PURCHASE PAYMENT is allocated to
the VAA. The ACCUMULATION UNIT value for each SUBACCOUNT was or will be
established 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 OR SERIES shares held in the SUBACCOUNT is
calculated by multiplying the number of FUND OR SERIES shares owned by
the SUBACCOUNT at the beginning of the VALUATION PERIOD by the net asset
value per share of the FUND OR SERIES at the end of the VALUATION
PERIOD, and adding any dividend or other distribution of the FUND OR
SERIES if an ex-dividend date occurs during the VALUATION 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) Dividing the result 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 multiplied by the number of calendar
days in the VALUATION PERIOD. Because a different daily charge is made for
CONTRACTS with the EGMDB than for those without, each of the two types of
CONTRACTS will have different corresponding ACCUMULATION UNIT values on any
given day.

TRANSFERS 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 as of the
VALUATION DATE immediately following receipt of the transfer request.

Transfers between SUBACCOUNTS are restricted to once every 30 days; although, we
reserve the right to waive this 30-day period. The minimum amount which may be
transferred between SUBACCOUNTS is $500 or the entire amount in the SUBACCOUNT,
if less than $500. If the transfer from a SUBACCOUNT would leave you with less
than

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$100 in the SUBACCOUNT, we may transfer the total balance of the SUBACCOUNT. (We
have the right to reduce these minimum amounts.)

A transfer may be made by writing to the HOME OFFICE or, if a Telephone Exchange
Authorization form (available from us) is on file with us, by a toll-free
telephone call. In order to prevent unauthorized or fraudulent telephone
transfers, we may require a CONTRACTOWNER to provide certain identifying
information before we will act upon their instructions. 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 tranfer 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 4:00 PM
New York time.

You may also transfer all or any part of the CONTRACT VALUE from the
SUBACCOUNT(S) to the fixed side of the CONTRACT. Transfers from the fixed side
of the CONTRACT to the various SUBACCOUNT(S) are allowed subject to the
following restrictions: (1) the sum of the percentages of the fixed value
transferred is limited to 25% of the value of the fixed side in any 12 month
period; and (2) the minimum amount which can be transferred is $500 or the
amount in the fixed account. We reserve the right to waive any of these
restrictions.

When thinking about a transfer of CONTRACT VALUE, you should consider the
inherent risk involved. Frequent transfers based on short-term expectations may
increase the risk that a transfer will be made at an inopportune time.

There is no charge to you for a transfer. However, we reserve the right to
impose a charge in the future for any transfers.

TRANSFERS AFTER THE ANNUITY COMMENCEMENT DATE

You may transfer all or a portion of your investment in one SUBACCOUNT to
another SUBACCOUNT or to the fixed side of the CONTRACT. Those transfers will be
limited to three times per CONTRACT YEAR. HOWEVER, AFTER THE ANNUITY
COMMENCEMENT DATE, NO TRANSFERS ARE ALLOWED FROM THE FIXED SIDE OF THE CONTRACT
TO THE SUBACCOUNTS.

DEATH BENEFIT BEFORE THE ANNUITY COMMENCEMENT DATE

You may designate a BENEFICIARY during the life of the ANNUITANT and change the
BENEFICIARY by filing a written request with the HOME OFFICE. Each change of
BENEFICIARY revokes any previous designation. We reserve the right to request
that you send us the CONTRACT for endorsement of a change of BENEFICIARY.

If the ANNUITANT dies before the ANNUITY COMMENCEMENT DATE and the EGMDB is not
in effect, a DEATH BENEFIT equal to the CONTRACT VALUE will be paid to your
designated BENEFICIARY.

An optional EGMDB is available for nonqualified, Roth IRA and IRA FLEXIBLE
PREMIUM DEFERRED ANNUITY CONTRACTS, for ANNUITANTS up to age 75. (Please check
with your representative for availability to current CONTRACTOWNERS.) The EGMDB
will take effect on the VALUATION DATE when the EGMDB election form is approved
at our HOME OFFICE, if before 4:00 p.m. New York time. The OWNER may discontinue
the EGMDB at any time. If discontinued, the EGMDB will terminate on the
VALUATION DATE written notice is received at our HOME OFFICE, if before 4:00
p.m. New York time. If after 4:00 p.m. New York time, the EGMDB election or
termination will be effective with the next VALUATION DATE. The OWNER may not
reelect the EGMDB once it is discontinued. As of the annuity commencement date
the EGMDB will be discontinued and the charge for the EGMDB will cease. See
Charges and other deductions -- Deduction for the EGMDB.

If the ANNUITANT dies before the ANNUITY COMMENCEMENT DATE and the EGMDB is in
effect, the DEATH BENEFIT paid to your designated BENEFICIARY will be the
greater of:

1. the CONTRACT VALUE at the end of the VALUATION PERIOD when the death claim is
approved for payment by LINCOLN LIFE, or

2. the higher of:
(a) the CONTRACT VALUE at the end of the VALUATION PERIOD when the EGMDB
becomes effective and;

(b) the highest CONTRACT VALUE, at the end of the VALUATION PERIOD, on any
contract anniversary date up to and including age 75 following election
of the EGMDB;

increased by PURCHASE PAYMENTS and decreased by any WITHDRAWALS, annuitizations,
and premium taxes incurred after the contract anniversary or EGMDB effective
date the highest CONTRACT VALUE occurred.

The CONTRACT VALUE available upon death is the value of the CONTRACT at the end
of the VALUATION PERIOD during which the death claim is approved for payment by
LINCOLN LIFE. The approval of the death claim payment will occur after receipt
of: (1) proof, satisfactory to us, of the death of the ANNUITANT; (2) written
authorization for payment; and (3) our receipt of all required claim forms fully
completed.

The EGMDB may not be elected on or after the ANNUITY COMMENCEMENT DATE.

At any time during a 60-day period the BENEFICIARY may elect to receive payment
either in the form of a lump sum settlement or an ANNUITY PAYOUT.

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If a LUMP SUM settlement is requested and the amount of the settlement is
$10,000 or more, a SecureLine-Registered Trademark- account will be established
in the name of the BENEFICIARY for that amount. If the LUMP SUM amount is less
than $10,000, it will be sent to the BENEFICIARY. In either event, the proceeds
will be disbursed within seven days of receipt of satisfactory claim
documentation, as discussed previously, subject to the laws and regulations
governing payment of DEATH BENEFITS. If an election has not been made by the end
of the 60-day period, a LUMP SUM settlement will be made at that time using
SecureLine-Registered Trademark- if the amount is $10,000 or more; if the amount
is under $10,000 it will be sent to the BENEFICIARY. This payment may be
postponed as permitted by the 1940 Act.

SecureLine-Registered Trademark- is an interest-bearing checking account
established in the name of the BENEFICIARY which is administered by State Street
Bank and Trust Company of Boston, MA. Once the SecureLine-Registered Trademark-
account is established, only the BENEFICIARY can authorize checks to be drawn on
the account.

Annuity payouts will be made in accordance with applicable laws and regulations
governing payment of DEATH BENEFITS.

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 ANNUITANT, that BENEFICIARY's interest
will go to any other beneficiaries named, according to their respective
interests. There are no restrictions on the BENEFICIARY's use of the
proceeds; and/or

2. If no BENEFICIARY survives the ANNUITANT, the proceeds will be paid to the
CONTRACTOWNER or to his/her estate, as applicable.

JOINT/CONTINGENT OWNERSHIP

If joint owners are named in the application, 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. Only the
spouse can be a joint owner on Multi Fund-Registered Trademark- 4, FLEXIBLE
PREMIUM DEFERRED ANNUITY CONTRACTS.

A contingent owner may exercise ownership rights in this CONTRACT only after the
CONTRACTOWNER dies.

DEATH OF CONTRACTOWNER

If the CONTRACTOWNER of a nonqualified contract dies before the ANNUITY
COMMENCEMENT DATE, then, in compliance with the CODE, the CASH SURRENDER VALUE
of the CONTRACT will be paid as follows:

1. Upon the death of a NON-ANNUITANT CONTRACTOWNER, the proceeds shall be paid
to any surviving joint or contingent owner(s). If no joint or contingent
owner has been named, then the CASH SURRENDER VALUE shall be paid to the
ANNUITANT named in the CONTRACT; and

2. Upon the death of a CONTRACTOWNER, who is also the ANNUITANT, the death will
be treated as death of the ANNUITANT and the provisions of this CONTRACT
regarding death of ANNUITANT will control. If the recipient of the proceeds
is the surviving spouse of the CONTRACTOWNER, the CONTRACT may be continued
in the name of that spouse as the new CONTRACTOWNER.

The CODE requires that any distribution be paid within five years of the death
of the CONTRACTOWNER 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 period certain not exceeding the BENEFICIARY's life expectancy.

SURRENDERS AND WITHDRAWALS

Before the ANNUITY COMMENCEMENT DATE, we will allow the SURRENDER of the
CONTRACT or a WITHDRAWAL of the CONTRACT VALUE upon your written request,
subject to the rules below.

Special restrictions on SURRENDERS/WITHDRAWALS apply if your CONTRACT is
purchased as part of a retirement plan of a public school system or Section
501(c)(3) organization under Section 403(b) of the CODE. Beginning January 1,
1989, in order for a CONTRACT to retain its tax-qualified status, Section 403(b)
prohibits a WITHDRAWAL from a Section 403(b) CONTRACT of post-1988 contributions
(and earnings on those contributions) pursuant to a salary reduction agreement.
However, this restriction does not apply if the ANNUITANT attains age (a) 59 1/2
(b) separates from service, (c) dies, (d) becomes totally and permanently
disabled and/or (e) experiences financial hardship (in which event the income
attributable to those contributions may not be withdrawn).

A SURRENDER/WITHDRAWAL after the ANNUITY COMMENCEMENT DATE depends upon the
ANNUITY OPTION selected.

Pre-1989 contributions and earnings through December 31, 1988, are not subject
to the previously stated restriction.

The CONTRACT VALUE available upon SURRENDER/WITHDRAWAL is the CASH SURRENDER
VALUE at the end of the VALUATION PERIOD during which the written request for
SURRENDER/WITHDRAWAL is received at the HOME OFFICE. Unless a request for
WITHDRAWAL specifies otherwise, WITHDRAWALS will be made from all SUBACCOUNTS
within the VAA and from the general account in the same proportion that the
amount of WITHDRAWAL bears to the total CONTRACT VALUE. The minimum amount which
can be withdrawn is $100, and the remaining CONTRACT VALUE must be at least
$300. Where permitted by CONTRACT, SURRENDER/WITHDRAWAL payments will be mailed
within seven days after we receive a valid written request at the HOME OFFICE.
The payment may be

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postponed as permitted by the 1940 Act. You may specify that the charges be
deducted from the amount you request withdrawn or from the remaining CONTRACT
VALUE.

There are charges associated with SURRENDER of a CONTRACT or WITHDRAWAL of
CONTRACT VALUE before the ANNUITY COMMENCEMENT DATE. See Charges and other
deductions.

The tax consequences of a SURRENDER/WITHDRAWAL are discussed later in this
booklet. See Federal tax status.

If the total CONTRACT VALUE is less than $600, and if no PURCHASE PAYMENTS have
been made for at least two years, we reserve the right to terminate the
CONTRACT.

REINVESTMENT PRIVILEGE

You may elect to make a reinvestment purchase with any part of the proceeds of a
SURRENDER/WITHDRAWAL, and we will recredit the SURRENDER/WITHDRAWAL charges
previously deducted. This election must be made within 30 days of the date of
the SURRENDER/WITHDRAWAL, and the repurchase must be of a CONTRACT covered by
this Prospectus. In the case of a qualified CONTRACT, a representation must be
made that the proceeds being used to make the purchase have retained their
tax-favored status under an arrangement for which the CONTRACTS offered by this
Prospectus are designed. The number of ACCUMULATION UNITS which will be credited
when the proceeds are reinvested will be based on the value of the ACCUMULATION
UNIT(S) on the next VALUATION DATE. This computation will occur following
receipt of the proceeds and request for reinvestment at the HOME OFFICE. You may
utilize the reinvestment privilege only once. For tax reporting purposes, we
will treat a SURRENDER/WITHDRAWAL and a subsequent reinvestment purchase as
separate transactions. You should consult a tax advisor before you request a
SURRENDER/WITHDRAWAL or subsequent reinvestment purchase.

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
notified in writing of any changes, modifications or waivers.

COMMISSIONS

For the FLEXIBLE PREMIUM DEFERRED ANNUITY Multi Fund-Registered Trademark- 2 and
3 CONTRACTS, the maximum commission which could be paid to dealers is equal to
5.25% on each PURCHASE PAYMENT; plus up to 0.10% of the value of PURCHASE
PAYMENTS in the VARIABLE ANNUITY ACCOUNT while the EGMDB is in effect. For
FLEXIBLE PREMIUM DEFERRED ANNUITY Multi Fund-Registered Trademark- 4 CONTRACTS,
the maximum commission which could be paid to dealers is equal to 4.50% on each
PURCHASE PAYMENT; plus an annual continuing commission up to .40% of the value
of the CONTRACT PURCHASE PAYMENTS invested for at least 15 months; plus up to
0.10% of the value of PURCHASE PAYMENTS in the VARIABLE ANNUITY ACCOUNT while
the EGMDB is in effect.

For the PERIODIC PREMIUM DEFERRED ANNUITY CONTRACT, the maximum commission which
could be paid to dealers is 9% on the total PURCHASE PAYMENTS received during
the first CONTRACT YEAR and 5.25% on each PURCHASE PAYMENT in renewal CONTRACT
YEARS (or an equivalent schedule).

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. The assets of the VAA are not
chargeable with liabilities arising from any other business that we may conduct.
CONTRACTS used for QUALIFIED PLANS may not be assigned or transferred except as
permitted by the Employee Retirement Income Security Act (ERISA) of 1974 and
upon written notification to us. 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.
Your questions and concerns should be directed to us at 1-800-4LINCOLN
(454-6265).

ANNUITY PAYOUTS

When you apply for a CONTRACT, you may select any ANNUITY COMMENCEMENT DATE
permitted by law. (PLEASE NOTE THE FOLLOWING EXCEPTION: CONTRACTS issued under
qualified employee pension and profit-sharing trusts [described in Section
401(a) and tax exempt under Section 501(a) of the CODE] and qualified annuity
plans [described in Section 403(a) of the CODE], including H.R. 10 trusts and
plans covering self-employed individuals and their employees, provide for
ANNUITY PAYOUTS to start at the date and under the option specified in the
plan.)

The CONTRACT provides that all or part of the CONTRACT VALUE may be used to
purchase an annuity. Optional forms of payout of annuities (ANNUITY OPTIONS) are
available, each of which is payable on a variable basis, a fixed basis or a
combination of both. We may choose to make other ANNUITY OPTIONS available in
the future.

You may elect ANNUITY PAYOUTS in monthly, quarterly, semiannual or annual
installments. 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 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

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offers the highest periodic payout since there is no guarantee of a minimum
number of payouts or provision for a DEATH BENEFIT for BENEFICIARIES. HOWEVER,
THERE IS THE RISK UNDER THIS OPTION THAT THE ANNUITANT WOULD RECEIVE NO PAYOUTS
IF DEATH OCCURS 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
guarantees 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 continue
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 during
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-AND-TWO-THIRDS SURVIVOR ANNUITY. This option provides a periodic payout
during the joint lifetime of the ANNUITANT and a designated joint annuitant.
When one of the joint annuitants dies, the survivor, during their lifetime,
receives two thirds of the periodic payout made when both were alive.

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, divided by (b) the
ANNUITY UNITS represented by each payout to the ANNUITANT multiplied 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.

None of the options listed above currently provide WITHDRAWAL features,
permitting the CONTRACTOWNER to WITHDRAW commuted values as a LUMP SUM payment.
Other options may be made available by us. Options are only available to the
extent they are consistent with the requirements of the CONTRACT and Section
72(s) of the CODE, if applicable. The mortality and expense risk charge will be
assessed on all VARIABLE ANNUITY PAYOUTS, including options that do not have a
life contingency and therefore no mortality risk.

The ANNUITY COMMENCEMENT DATE is usually on or before the ANNUITANT'S 85th
birthday; however you may change the ANNUITY COMMENCEMENT DATE, change the
ANNUITY OPTION, 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
with a 10 year guaranteed period annuity (on a fixed, variable or combination
fixed and variable basis, in proportion to the account allocation at the time of
annuitization), except when a joint life payout is required by law. Under any
option providing for guaranteed payouts, the number of payouts which remain
unpaid at the date of the ANNUITANT'S death (or surviving ANNUITANT'S death in
the case of a joint life annuity) will be paid to your BENEFICIARY as payouts
become due.

The CONTRACT contains no provision under which an ANNUITANT or a BENEFICIARY may
surrender their CONTRACT or make a WITHDRAWAL and receive a LUMP-SUM settlement
once ANNUITY PAYOUTS have begun. See Surrenders and withdrawals. Options are
only available to the extent they are consistent with the requirements of
Section 72(s) of the CODE, if applicable.

VARIABLE ANNUITY PAYOUTS

VARIABLE ANNUITY PAYOUTS will be determined using:

1. The CONTRACT VALUE on the ANNUITY COMMENCEMENT DATE;

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 month thereafter.

We assume an investment return of 5% per year, as applied to the applicable
mortality table. The amount of each payout after the initial payout will depend
upon how the underlying FUND(S) and SERIES perform, relative to the 5% assumed
rate. There is a more complete explanation of this calculation in the SAI.

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FEDERAL TAX STATUS

This section is a discussion of the Federal income tax rules applicable to the
CONTRACTS as of the date of this Prospectus. More information is provided in the
SAI. THESE DISCUSSIONS AND THOSE IN THE SAI ARE NOT INTENDED AS TAX ADVICE. This
section does not discuss the Federal tax consequences resulting from every
possible situation. No attempt has been made to consider any applicable state,
local or foreign tax law, other than the imposition of any state premium taxes
(See Charges and other deductions). If you are concerned about the tax
implications with respect to the CONTRACTS, you should consult a tax advisor.
The following discussion is based upon our understanding of the present Federal
income tax laws as they are currently interpreted by the Internal Revenue
Service (IRS). The United States Congress has in the past and may again in the
future enact legislation changing the tax treatment of annuities in both the
non-qualified and the qualified markets. The Treasury Department may issue new
or amended regulations or other interpretations of existing tax law. Judicial
interpretations may also affect the tax treatment of annuities. It is possible
that such changes could have retroactive effect. We suggest that you consult
your legal or tax adviser on these issues.

TAXATION OF NONQUALIFIED CONTRACTS

You are generally not taxed on increases in the value of your CONTRACT until a
distribution occurs. This distribution can be in the form of a LUMP SUM payout
received by requesting all or part of the CASH SURRENDER VALUE (i.e.
SURRENDERS/WITHDRAWALS) or as ANNUITY PAYOUTS. For this purpose, the assignment
or pledge of, or the agreement to assign or pledge, any portion of the value of
a CONTRACT will be treated as a distribution. A transfer of ownership of a
CONTRACT, or designation of an ANNUITANT (or other BENEFICIARY) who is not also
the CONTRACTOWNER, may also result in tax consequences. The taxable portion of a
distribution (in the form of a LUMP SUM payout or an annuity) is taxed as
ordinary income. For PURCHASE PAYMENTS made after February 28, 1986, a
CONTRACTOWNER who is not a natural person (for example, a corporation) [subject
to limited exceptions] will be taxed on any increase in the CONTRACT'S cash
value over the investment in the CONTRACT during the taxable year, even if no
distribution occurs. The next discussion applies to CONTRACTS owned by natural
persons.

In the case of a SURRENDER under the CONTRACT or WITHDRAWAL of CONTRACT VALUE,
generally amounts received are first treated as taxable income to the extent
that the cash value of the CONTRACT immediately before the SURRENDER exceeds the
investment in the CONTRACT at that time. Any additional amount withdrawn is not
taxable. In the case of a SURRENDER under a CONTRACT issued before August 14,
1982, and allocable to an investment in the CONTRACT made before that date,
amounts received are treated as taxable income only to the extent that they
exceed the investment in the CONTRACT. The investment in the CONTRACT generally
equals the portion, if any, of any PURCHASE PAYMENT paid by or on behalf of an
individual under a CONTRACT which is not excluded from the individual's gross
income.

Even though the tax consequences may vary depending on the form of ANNUITY
PAYOUT selected under the CONTRACT, the CONTRACTOWNER of an ANNUITY PAYOUT
generally is taxed on the portion of such payout that exceeds the investment in
the CONTRACT. For variable ANNUITY PAYOUTS, the taxable portion is determined by
a formula that establishes a specific dollar amount of each payout that is not
taxed. The dollar amount is determined by dividing the investment in the
CONTRACT by the total number of expected periodic payouts. For fixed ANNUITY
PAYOUTS, there generally is no tax on the portion of each payout that represents
the same ratio that the investment in the CONTRACT bears to the total expected
value of payouts for the term of the annuity; the remainder of each payout is
taxable. For individuals whose annuity starting date is after December 31, 1986,
the entire distribution (whether fixed or variable) will be fully taxable once
the recipient is deemed to have recovered the dollar amount of the investment in
the CONTRACT.

There may be imposed a penalty tax on distributions equal to 10% of the amount
treated as taxable income. The penalty tax is not imposed in certain
circumstances, which generally are distributions:

1. Received on or after age 59 1/2;

2. Made as a result of death or disability of CONTRACTOWNER;

3. Received in substantially equal periodic payments as a life annuity (subject
to special recapture rules if the series of payouts is subsequently
modified);

4. Allocable to the investment in the CONTRACT before August 14, 1982;

5. Under a qualified funding asset in a structured settlement;

6. Under an immediate annuity contract as defined in the CODE; and/or

7. Under a CONTRACT purchased in connection with the termination of certain
retirement plans.

TAXATION OF QUALIFIED CONTRACTS

The CONTRACTS may be purchased in connection with the following types of
tax-favored retirement plans:

1. CONTRACTS purchased for employees of public school systems and certain
tax-exempt organizations, qualified under Section 403(b) of the CODE;

2. Pension and profit-sharing plans of self-employed individuals (H.R. 10 or
Keogh plans) or corporations, qualified under Section 401(a) or 403(a) of
the CODE;

3. IRAs, qualified under Section 408 of the CODE;

4. Roth IRAs qualified under Section 408A of the CODE;

5. Deferred compensation plans of state or local governments, qualified under
Section 457 of the CODE;

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6. SEPs, qualified under Section 408(k) of the CODE;
and/or

7. Simple plans, qualified under Sections 401(k)(11) and 408(k) of the CODE.

The tax rules applicable to these plans, including restrictions on contributions
and benefits, taxation of distributions and any tax penalties, vary according to
the type of plan and its terms and conditions. Participants under such plans, as
well as CONTRACTOWNERS, ANNUITANTS and BENEFICIARIES, should be aware that the
rights of any person to any benefits under such plans may be subject to the
terms and conditions of the plans themselves, regardless of the terms and
conditions of the CONTRACTS. Purchasers of CONTRACTS for use with any qualified
plan, as well as plan participants and BENEFICIARIES, should consult counsel and
other advisors as to the suitability of the CONTRACTS to their specific needs,
and as to applicable CODE limitations and tax consequences.

MULTIPLE CONTRACTS

All CONTRACTS entered into after October 21, 1988, and issued by the same
insurance company (or its affiliates) to the same CONTRACTOWNER during any
calendar year will be treated as a single CONTRACT for tax purposes.

INVESTOR CONTROL

The Treasury Department has indicated that guidelines may be issued under which
a variable annuity CONTRACT will not be treated as an annuity CONTRACT for tax
purposes if the CONTRACTOWNER has excessive control over the investments
underlying the CONTRACT. They may consider the number of investment options or
the number of transfer opportunities available between options as relevant when
determining excessive control. The issuance of those guidelines may require us
to impose limitations on your right to control the investment. We do not know
whether any such guidelines would have a retroactive effect.

Section 817(h) of the CODE and the related regulation that the Treasury
Department has adopted require that assets underlying a variable annuity
CONTRACT be adequately diversified. The regulations provide that a variable
annuity CONTRACT which does not satisfy the diversification standards will not
be treated as an annuity CONTRACT, unless the failure to satisfy the regulations
was inadvertent, the failure is corrected, and the CONTRACTOWNER or we pay an
amount to the IRS. The amount will be based on the tax that would have been paid
by the CONTRACTOWNER if the income, for the period the CONTRACT was not
diversified, had been received by the CONTRACTOWNER. If the failure to diversify
is not corrected in this manner, the CONTRACTOWNER of an annuity CONTRACT will
be deemed the owner of the underlying securities and will be taxed on the
earnings of his or her account. We believe, under our interpretation of the CODE
and regulations thereunder, that the investments underlying this CONTRACT meet
these diversification standards.

WITHHOLDING

Generally, pension and annuity distributions are subject to withholding for the
recipient's Federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients, however,
generally are provided the opportunity to elect not to have tax withheld from
distributions. Under the CODE, 20% income tax withholding may apply to eligible
rollover distributions. All taxable distributions from qualified plans and
Section 403(b) annuities are eligible rollover distributions, except (1)
annuities paid out over life or life expectancy, (2) installments paid for a
period spanning 10 years or more, and (3) required minimum distributions. The
CODE imposes a mandatory 20% income tax withholding on any eligible rollover
distribution that the CONTRACTOWNER does not elect to have paid in a direct
rollover to another qualified plan, Section 403(b) annuity or individual
retirement account.

Distributions from Section 457 plans are subject to the general wage withholding
rules.

VOTING RIGHTS

As required by law, we will vote the FUND and SERIES shares held in the VAA at
meetings of the shareholder of the various FUNDS and SERIES. The voting will be
done according to the instructions of CONTRACTOWNERS who have interests in any
SUBACCOUNTS which invest in a FUND or FUNDS and SERIES. If the 1940 Act or any
regulation under it should be amended or if present interpretations should
change, and if as a result 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
applying 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. After the annuity commencement date, the votes
attributable to a CONTRACT will decrease.

FUND shares 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.

Maryland law and the bylaws of each FUND and SERIES allow investment companies
registered under the 1940 Act to dispense with annual meetings of shareholders
in certain cases where the meetings are only a formality. The Board of Directors
of each FUND will decide each year whether or not to hold the shareholder's
annual meeting for that year.

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The dispensing with annual meetings of the shareholder in effect results in
retaining the existing Directors in office. Consequently, the SEC requires the
FUNDS to assure CONTRACTOWNERs that a majority of those Directors have at some
point been elected by the shareholder. The SEC also requires that the FUNDS
comply with Section 16(c) of the 1940 Act, concerning procedures by which
shareholders may remove Directors. For a more detailed explanation of this
procedure, see Description of shares in the Appendix to the Prospectuses for the
FUNDS; also see the Prospectus for the series.

Annual meetings of each FUND and of the SERIES normally will not be held, unless
the Board of Directors decides to hold them. Special meetings of the shareholder
may be called for any valid purpose. Whenever a shareholder's meeting is called,
each person having a voting interest in a SUBACCOUNT will be sent proxy voting
material, reports and other materials relating to the FUND, and SERIES involved.

DISTRIBUTION OF THE
CONTRACTS

We are the distributor of the CONTRACTS. They will be sold by registered
representatives who have been licensed by state insurance departments. The
CONTRACTS will also be sold by broker-dealers who generally have been licensed
by state insurance departments (or such broker-dealers have made other
arrangements to comply with state insurance laws) to represent us and who have
selling agreements with us. We are registered with the SEC under the Securities
Exchange Act of 1934 as a broker-dealer and are a member of the National
Association of Securities Dealers (NASD). LINCOLN LIFE will offer CONTRACTS in
all states where it is licensed to do business.

RETURN PRIVILEGE

Within the free-look period after you first 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 2340, 1300 South Clinton Street, Fort Wayne, Indiana, 46801.
A CONTRACT canceled under this provision will be void. With respect to the fixed
portion of a CONTRACT, we will return PURCHASE PAYMENTS. With respect to the
VAA, except as explained in the following paragraph, we will return the CONTRACT
VALUE as of the date of receipt of the cancellation, plus any account charge and
any premium taxes which had been deducted. No SURRENDER CHARGE will be made. 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 PURCHASE
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 once every five years.

RESTRICTIONS UNDER THE
TEXAS OPTIONAL RETIREMENT
PROGRAM

Title 8, Section 830.105 of the Texas Government Code, consistent with prior
interpretations of the Attorney General of the State of Texas, permits
participants in the Texas Optional Retirement Program (ORP) to redeem their
interest in a VARIABLE ANNUITY CONTRACT issued under the ORP only upon:

1. Termination of employment in all institutions of higher education as defined
in Texas law;

2. Retirement; or

3. Death.

Accordingly, participants in the ORP will be required to obtain a certificate of
termination from their employer(s) before accounts can be redeemed.

RECORDS AND REPORTS

As presently required by the 1940 Act and applicable regulations, we are
responsible for maintaining all records and accounts relating 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 information
required by the 1940 Act or any other applicable law or regulation. We have
entered into an agreement with the DELAWARE SERVICE COMPANY, INC., 2005 Market
Street, Philadelphia, PA 19203, to provide accounting services to the VAA.

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OTHER INFORMATION

A Registration Statement has been filed with the SEC, under the Securities Act
of 1933 as amended, for the CONTRACTS being offered by this Prospectus. This
Prospectus does not contain all the information in the Registration Statement,
its amendments and exhibits. Please refer to the Registration Statement for
further information about the VAA, LINCOLN LIFE and the CONTRACTS offered.
Statements in this Prospectus about the content of CONTRACTS and other legal
instruments are summaries. For the complete text of those CONTRACTS and
instruments, please refer to those documents as filed with the SEC.

Lincoln National Flexible Premium Variable Life Accounts D, G and K, segregated
investment accounts of ours registered under the 1940 Act, are authorized to
invest assets in the following FUNDS and SERIES: Bond, Growth and Income,
Managed, Money Market and Special Opportunities (for Account D); Growth and
Income and Special Opportunities (for Account G) and all FUNDS and SERIES for
Account K. Through the VAA and the Variable Life Accounts we are the sole
shareholder in the eleven FUNDS. However, we are not the sole shareholder of
SERIES shares in the Delaware Group Premium Fund, Inc. Collectively, the VAA and
the Variable Life Accounts may be referred to in this booklet and in the SAI as
the VARIABLE ACCOUNTS.

Due to differences in redemption rates, tax treatment or other considerations,
the interests of CONTRACTOWNERs under the Variable Life Accounts could conflict
with those of CONTRACTOWNERS under the VAA. In those cases where assets from
variable life and VARIABLE ANNUITY SEPARATE ACCOUNTS are invested in the same
FUND or FUNDS or SERIES (i.e., where mixed funding occurs), the Boards of
Directors of the FUNDS involved will monitor for any material conflicts and
determine what action, if any, should be taken. If it becomes necessary for any
separate account to replace shares of any FUND or SERIES with another
investment, that FUND or SERIES may have to liquidate securities on a
disadvantageous basis. Refer to the Prospectus for each FUND and for the SERIES
FUND for more information about mixed funding.

In the future, we may purchase shares in the FUNDS and SERIES for one or more
unregistered segregated investment accounts.

ADVERTISEMENTS/SALES LITERATURE

In marketing the VARIABLE ANNUITY CONTRACTS, we and our various sales
representatives may refer to certain ratings assigned to us under the Rating
System of the A.M. Best Co., Oldwick, New Jersey. The objective of Best's Rating
System is to evaluate the various factors affecting the overall performance of
an insurance company in order to provide Best's opinion about that company's
relative financial strength and ability to meet its contractual obligations. The
procedure includes both a quantitative and qualitative review of the insurance
company. In marketing the CONTRACTS and the underlying FUNDS and SERIES, we may
at times use data published by other nationally-known independent statistical
services. These service organizations provide relative measures of such factors
as an insurer's claim-paying ability, the features of particular CONTRACTS, and
the comparative investment performance of the FUNDS and SERIES with other
portfolios having similar objectives. A few such services are: Duff & Phelps,
the Lipper Group, Moody's, Morningstar, Standard and Poor's and VARDS. There is
more information about each of these services under Advertising and sales
literature in the SAI. Marketing materials may employ illustrations of compound
interest and dollar-cost averaging; discuss automatic withdrawal services;
describe our customer base, assets, and our relative size in the industry. They
may also discuss other features of LINCOLN LIFE, the VAA, the FUNDS, the SERIES
and their investment management.

PREPARING FOR YEAR 2000

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

LINCOLN LIFE, as part of its year 2000 updating process, is responsible for the
updating of the VAA related computer systems. An affiliate of LINCOLN LIFE,
Delaware Service Company (Delaware), provides substantially all of the necessary
accounting and valuation services for the VAA. Delaware, for its part, is
responsible for updating all of its computer systems, including those which
service VAA, to accommodate the year 2000. LINCOLN LIFE and Delaware have begun
formal discussions with each other to assess the requirements for their
respective systems to interface properly in order to facilitate the accurate and
orderly operation of the VAA beginning in the year 2000.

The year 2000 issue is pervasive and complex and affects virtually every aspect
of the businesses of both LINCOLN LIFE and Delaware (the Companies). The
computer systems of the Companies and their interfaces with the computer systems
of vendors, suppliers, customers and other business partners are particularly
vulnerable. The inability to properly recognize date-sensitive electronic
information and to transfer data between systems could cause errors or even
complete failure of systems, which would result in a temporary inability to
process transactions correctly and engage in normal business activities for the
VAA. The Companies respectively are redirecting significant portions of their
internal information technology efforts and are contracting, as needed, with
outside consultants to help update their

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systems to accommodate the year 2000. Also, in addition to the discussions with
each other noted above, the Companies have respectively initiated formal
discussions with other critical parties that interface with their systems to
gain an understanding of the progress by those parties in addressing year 2000
issues. While the Companies are making substantial efforts to address their own
systems and the systems with which they interface, it is not possible to provide
assurance that operational problems will not occur. The Companies presently
believe that, with the modification of existing computer systems, updates by
vendors and conversion to new software and hardware, the year 2000 issue will
not pose significant operations problems for their respective computer systems.
In addition, the Companies are incorporating potential issues surrounding year
2000 into their contingency planning process, in the event that, despite these
substantial efforts, there are unresolved year 2000 problems. If the remediation
efforts noted above are not completed timely or properly, the year 2000 issue
could have a material adverse impact on the operation of the businesses of
LINCOLN LIFE or Delaware, or both.

The cost of addressing year 2000 issues and the timeliness of completion will be
closely monitored by management of the respective Companies and, for each
company, will be based on its management's best estimates which are derived
utilizing numerous assumptions of future events, including the continued
availability of certain resources, third-party modification plans and other
factors. Nevertheless, there can be no guarantee either by LINCOLN LIFE or by
Delaware that estimated costs will be achieved, and actual results could differ
significantly from those anticipated. Specific factors that might cause such
differences include, but are not limited to, the availability and cost of
personnel trained in this area, the ability to locate and correct all relevant
computer problems, and other uncertainties.

LEGAL PROCEEDINGS

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

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

STATEMENT OF ADDITIONAL
INFORMATION TABLE OF
CONTENTS FOR VAA

ITEM
- --------------------------------------------------
General information and history of Lincoln Life

Special terms

Services

Purchase of securities being offered Underwriters

Calculation of performance data

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

Annuity payouts

Federal tax status

Advertising and sales literature/graphics

Financial statements

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