LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C, 497, 1999-08-26

LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
497, 1999-08-26

Previous: DEUTSCHE BANC ALEX BROWN CASH RESERVE FUND INC, DEFS14A, 1999-08-26

Next: COMMAND TAX FREE FUND, 24F-2NT, 1999-08-26

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

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

This Prospectus describes individual variable annuity contracts that are issued
by Lincoln National Life Insurance Company (LINCOLN LIFE). They are for use with
nonqualified and qualified retirement plans. Generally, you do not pay federal
income tax on the contract's growth until it is paid out. The contracts are
designed to accumulate CONTRACT VALUE and to provide retirement income that you
cannot outlive or for an agreed upon time. These benefits may be a variable or
fixed amount or a combination of both. If the annuitant dies before the ANNUITY
COMMENCEMENT DATE, we will pay your BENEFICIARY a DEATH BENEFIT.

This Prospectus offers three types of contracts. They are a single premium
deferred annuity, a flexible premium deferred annuity and a periodic premium
deferred annuity.

The minimum PURCHASE PAYMENTS for each contract are:

1. Single premium deferred contract: $1,000 for Roth IRAs, IRAs and SEPs;
$3,000 for all others;

2. Flexible premium deferred contract (Multi-Fund 2,3,4,): $1,000 for Roth
IRAs, IRAs and SEPs; $3,000 for all others (minimum $100 subsequent PURCHASE
PAYMENT); and

3. Periodic premium deferred contract (Multi-Fund 1): $600 per CONTRACT YEAR
(minimum $25 per PURCHASE PAYMENT).

You choose whether your CONTRACT VALUE accumulates on a variable or a fixed
(guaranteed) basis or both. If you put all your PURCHASE PAYMENTS into the fixed
account, we guarantee your principal and a minimum interest rate. WE LIMIT
WITHDRAWALS AND TRANSFERS FROM THE FIXED SIDE OF THE CONTRACT. SEE THE FIXED
SIDE OF THE CONTRACT.

All 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. If you put all or some of your
PURCHASE PAYMENTS into one or more of the contract's SUBACCOUNTS you take all
the investment risk on the CONTRACT VALUE and the retirement income. If the
SUBACCOUNTS you select make money, your CONTRACT VALUE goes up; if they lose
money, it goes down. How much it goes up or down depends on the performance of
the funds and series you select. WE DO NOT GUARANTEE HOW ANY OF THE SUBACCOUNTS
WILL PERFORM. ALSO, NEITHER THE U.S. GOVERNMENT NOR ANY FEDERAL AGENCY INSURES
OR GUARANTEES YOUR INVESTMENT IN THE CONTRACT.

The available funds and series are listed below:

Lincoln National Aggressive Growth Fund
Lincoln National Bond Fund
Lincoln National Capital Appreciation Fund
Lincoln National Equity Income Fund
Lincoln National Global Asset Allocation Fund
Lincoln National Growth and Income Fund
Lincoln National International Fund
Lincoln National Managed Fund
Lincoln National Money Market Fund
Lincoln National Social Awareness Fund
Lincoln National Special Opportunities Fund
Delaware Group Premium Fund --
Delaware Growth & Income (formerly known as
Decatur Total Return) Series
Global Bond Series
Trend Series

On or about September 7, 1999 the following funds will be available:

BT Insurance Funds Trust:
Equity 500 Index Fund
Small Cap Index Fund
Baron Capital Asset Fund Trust (Insurance Class)
Fidelity Variable Insurance Product Fund:
VIP Growth (Service class)
Fidelity Variable Insurance Product Fund II:
VIP II Contrafund (Service class)
Janus Aspen Series, Worldwide Growth Fund
Neuberger Berman Advisors Management Trust (AMT):
AMT Partners Fund
AMT Mid-Cap Growth Fund

This Prospectus gives you information about the contracts that you should know
before you decide to buy a contract and make PURCHASE PAYMENTS. You should also
review the Prospectuses for the funds and series that are attached, and keep the
Prospectuses for reference.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THIS CONTRACT
OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

You can obtain a current Statement of Additional Information (SAI) about the
contracts which has more information. Its terms are made part of this
Prospectus. For a free copy, write: Lincoln National Life Insurance Company,
P.O. Box 2340, Fort Wayne, Indiana 46801, or call 1-800-4LINCOLN (454-6265). The
SAI and other information about LINCOLN LIFE and the VAA are also available on
the SEC's web site (http://www.sec.gov). There is a table of contents for the
SAI on the last page of this Prospectus.

May 1, 1999 as revised August 23, 1999.

1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
- ----------------------------------------------------------
Special terms 2
- ----------------------------------------------------------
Expense tables 3
- ----------------------------------------------------------
Summary 6
- ----------------------------------------------------------
Condensed financial information 8
- ----------------------------------------------------------
Investment results 10
- ----------------------------------------------------------
Financial statements 10
- ----------------------------------------------------------
Lincoln National Life Insurance Company 10
- ----------------------------------------------------------
Variable annuity account (VAA) 10
- ----------------------------------------------------------
Fixed side of the contract 10
- ----------------------------------------------------------
Investments of the variable annuity account 11
- ----------------------------------------------------------
Description of the funds and series 12
- ----------------------------------------------------------
Charges and other deductions 14
- ----------------------------------------------------------

The contracts 17
- ----------------------------------------------------------
Annuity payouts 21
- ----------------------------------------------------------
Federal tax matters 22
- ----------------------------------------------------------
Voting rights 26
- ----------------------------------------------------------
Distribution of the contracts 26
- ----------------------------------------------------------
Return privilege 26
- ----------------------------------------------------------
State regulation 26
- ----------------------------------------------------------
Restrictions under the Texas Optional
Retirement Program 26
- ----------------------------------------------------------
Records and reports 27
- ----------------------------------------------------------
Other information 27
- ----------------------------------------------------------
Statement of additional information
table of contents for the VAA 29
- ----------------------------------------------------------
</TABLE>

SPECIAL TERMS

(We have italicized the special terms that have special meaning throughout this
Prospectus)

ACCOUNT OR VARIABLE ANNUITY ACCOUNT (VAA) -- The segregated investment account,
Lincoln National Variable Annuity Account C, into which LINCOLN LIFE sets aside
and invests the assets for the variable side of the contract offered in this
Prospectus.

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

ANNUITANT -- The person on whose life the ANNUITY BENEFIT PAYMENTS made after an
ANNUITY COMMENCEMENT DATE are based.

ANNUITY COMMENCEMENT DATE -- The VALUATION DATE when funds are withdrawn or
converted into ANNUITY UNITS or fixed dollar payout for payment of retirement
income benefits under the ANNUITY PAYOUT option you select.

ANNUITY PAYOUT OPTION -- An amount paid at regular intervals after the ANNUITY
COMMENCEMENT DATE under one of several options available to the ANNUITANT and/or
any other payee. This amount may be paid on a variable or fixed basis, or a
combination of both.

ANNUITY UNIT -- A measure used to calculate the amount of ANNUITY PAYOUTS for
the variable side of the contract after the ANNUITY COMMENCEMENT DATE.

BENEFICIARY -- The person you designate to receive any DEATH BENEFIT paid if the
annuitant dies before the ANNUITY COMMENCEMENT DATE.

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

CONTRACT VALUE -- At a given time before the ANNUITY COMMENCEMENT DATE, the
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 -- An amount payable to your designated BENEFICIARY if the
annuitant dies before the ANNUITY COMMENCEMENT DATE. An enhanced guaranteed
minimum death benefit (EGMDB) is also available.

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

PURCHASE PAYMENTS -- Amounts paid into the contract.

SUBACCOUNT -- The portion of the VAA that reflects investments in ACCUMULATION
and ANNUITY UNITS of a class of a particular fund or series available under the
contracts. There is a separate SUBACCOUNT which corresponds to each fund or
SERIES.

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 (VALUATION
DATE) and ending at the close of such trading on the next VALUATION DATE.

2
<PAGE>
EXPENSE TABLES

SUMMARY OF CONTRACTOWNER EXPENSES:

<TABLE>
<S> <C>
The maximum surrender charge (contingent deferred sales charge) as a
percentage of CONTRACT VALUE (for single premium and periodic premium
contracts), or of PURCHASE PAYMENTS (for flexible premium contracts), 7% (SINGLE AND
surrendered/withdrawn: FLEXIBLE)
8% (PERIODIC)
</TABLE>

The surrender charge percentage is reduced over time. The later the redemption
occurs, the lower the surrender charge with respect to that surrender or
withdrawal. We may reduce or waive these charges in certain situations.
See Charges and other deductions -- Surrender charges.

ANNUAL CONTRACT FEE:
Periodic and flexible premium Multi-Fund 2 contract only: $25

VAA ANNUAL EXPENSES:
(as a percentage of average account value):

<TABLE>
<CAPTION>
WITH EGMDB WITHOUT EGMDB
<S> <C> <C>
Mortality and expense risk charge 1.00% 1.00%
Enhanced guaranteed minimum DEATH BENEFIT
charge .30% --
--- ---
Total annual charge for each VAA SUBACCOUNT 1.30% 1.00%
</TABLE>

ANNUAL EXPENSES OF THE FUNDS AND SERIES FOR THE YEAR ENDED DECEMBER 31, 1998:

(as a percentage of each fund's or series' average net assets):

<TABLE>
<CAPTION>
MANAGEMENT 12B-1 OTHER TOTAL
FEES + FEES + EXPENSES = EXPENSES
<C> <S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
1. Aggressive Growth 0.73 0.00 0.08 0.81
- ------------------------------------------------------------------------------------------------------
2. Bond 0.44 0.00 0.13 0.57
- ------------------------------------------------------------------------------------------------------
3. Capital Appreciation 0.75 0.00 0.08 0.83
- ------------------------------------------------------------------------------------------------------
4. Equity-Income 0.72 0.00 0.07 0.79
- ------------------------------------------------------------------------------------------------------
5. Global Asset Allocation 0.72 0.00 0.19 0.91
- ------------------------------------------------------------------------------------------------------
6. Growth and Income 0.31 0.00 0.04 0.35
- ------------------------------------------------------------------------------------------------------
7. International 0.79 0.00 0.14 0.93
- ------------------------------------------------------------------------------------------------------
8. Managed 0.36 0.00 0.03 0.39
- ------------------------------------------------------------------------------------------------------
9. Money Market 0.48 0.00 0.11 0.59
- ------------------------------------------------------------------------------------------------------
10. Social Awareness 0.34 0.00 0.04 0.38
- ------------------------------------------------------------------------------------------------------
11. Special Opportunities 0.36 0.00 0.06 0.42
- ------------------------------------------------------------------------------------------------------
12. Delaware Growth & Income(1) 0.60 0.00 0.11 0.71
- ------------------------------------------------------------------------------------------------------
13. Global Bond(1)** 0.68 0.00 0.17 0.85
- ------------------------------------------------------------------------------------------------------
14. Trend(1)** 0.75 0.00 0.10 0.85
- ------------------------------------------------------------------------------------------------------
15. Equity 500 Index(2)**+ 0.20 0.00 0.10 0.30
- ------------------------------------------------------------------------------------------------------
16. Small Cap Index(2)**+ 0.35 0.00 0.10 0.45
- ------------------------------------------------------------------------------------------------------
17. Capital Asset(4)**+ 1.00 0.25 0.20 1.45
- ------------------------------------------------------------------------------------------------------
18. VIP II Contrafund (Service class)(5)**+ 0.59 0.10 0.11 0.80
- ------------------------------------------------------------------------------------------------------
19. VIP Growth (Service class)(5)**+ 0.59 0.10 0.11 0.80
- ------------------------------------------------------------------------------------------------------
20. Aspen Worldwide Growth(6)**+ 0.65 0.00 0.07 0.72
- ------------------------------------------------------------------------------------------------------
21. AMT Partners+ 0.78 0.00 0.06 0.84
- ------------------------------------------------------------------------------------------------------
22. AMT Mid-Cap Growth(3)**+ 0.85 0.00 0.15 1.00
- ------------------------------------------------------------------------------------------------------
</TABLE>

**After waivers and/or reimbursements.
+These funds were not available to you until on or about September 7, 1999. At
that time the new funds may not be available in all states.

3
<PAGE>
VOLUNTARY FEE REIMBURSEMENTS:

The following funds VOLUNTARILY waive expenses to the extent necessary to
maintain a maximum total expense ratio.

(1) The investment adviser for the Growth & Income Series (formerly Decatur
Total Return Series) and the Trend Series is Delaware Management Company,
Inc. The investment advisor for the Global Bond Series is Delaware
International Advisers Ltd. Effective May 1, 1999 through October 31, 1999,
the investment advisers for the Series of the Delaware Group Premium Fund
have VOLUNTARILY agreed to waive their management fees and reimburse each
series for expenses to the extent that total expenses will not exceed 0.80%
for the Growth & Income Series, 0.85% for the Trend Series and the Global
Bond Series. In addition the management fees for the Growth and Income will
not exceed 0.60%. The fee ratios shown above have been restated, if
necessary, to reflect the new voluntary limitations which took effect on May
1, 1999. The declaration of a VOLUNTARY expense limitation does not bind the
investment advisers to declare future expense limitations with respect to
the fund. Pursuant to a vote of the fund's shareholders on March 17, 1999, a
new management fee structure based on average daily net assets was approved.
The above ratios have been restated to reflect the new management fee
structure which took effect on May 1, 1999. Without the reimbursements or
waivers total expenses for each Series for year ended 12/31/98 would have
been--Global Bond, 0.92%, Trend, 0.85%.

(2) Under the Advisory Agreement with Bankers Trust Company (the "Advisor"),
the fund will pay an advisory fee at an annual percentage rate of 0.20% of
the average daily net assets of the Equity 500 Index Fund. These fees are
accrued daily and paid monthly. The Advisor has VOLUNTARILY undertaken to
waive its fee and to reimburse the fund for certain expenses so the fund's
total operating expenses will not exceed 0.30% of average daily net assets.
Under the Advisory Agreement with the Advisor, the Small Cap Index Fund will
pay an advisory fee at an annual percentage rate of 0.35% of the average
daily net assets of the fund. These fees are accrued daily and paid monthly.
The Advisor has VOLUNTARILY undertaken to waive its fee and to reimburse the
fund for certain expenses so the Fund's total operating expenses will not
exceed 0.45% of average daily net assets. Without the reimbursement to the
Funds for the year ended 12/31/98 total expenses would have been 1.19% for
the Equity 500 Index Fund and 1.58% for the Small Cap Index Fund.

(3) Neuberger Berman Management Inc. (NBMI) (the Advisor) has VOLUNTARILY
undertaken to reimburse certain operating expenses including compensation to
Neuberger Berman and excluding taxes, interest, extraordinary expenses,
brokerage commissions and transaction costs that exceed in the aggregate,
1.0% of the AMT Mid-Cap Growth Portfolio's average daily net asset value.
These expense reimbursement agreements are subject to termination upon 60
days written notice and there can be no assurance that these policies will
be continued thereafter. Without the reimbursement for the portfolio for
year ended 12/31/98 total expenses for the fund would have been 1.43%.

CONTRACTUAL FEE REIMBURSEMENTS:

The following Funds contractually waive the management fee to the extent
necessary to maintain a maximum total expense ratio.

(4) The advisor (BAMCO, Inc.) is contractually obligated to reduce its fee to
the extent required to limit Baron Capital Asset Fund's total operating
expenses to 1.5% for the first $250 million of assets in the fund, 1.35% for
fund assets over $250 million, and 1.25% for fund assets over $500 million.
Without the expense limitations, total operating expenses for the fund for
the period October 1, 1998 through December 31, 1998 would have been 7.62%.

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

(6) All expenses are stated with contractual waivers and fee reductions by the
Advisor, Janus Capital. Fee reductions for the Janus Aspen Worldwide Growth
Portfolio reduce the management Fee to the level of the corresponding Janus
retail fund. Other waivers, if applicable, are first applied against the
management fee and then against other expenses. Janus Capital has agreed to
continue the waivers and fee reductions until at least the next annual
renewal of the advisory agreement. Without the reimbursements or waivers
total expenses for the fund for the year ended 12/31/98 would have been
0.74%.

4
<PAGE>
EXAMPLES

(expenses of the SUBACCOUNTS and the funds and series):

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------ ------------------------ ------------------------ ------------------------
SGL MF2 MF3&4 PER. SGL MF2 MF3&4 PER. SGL MF2 MF3&4 PER. SGL MF2 MF3&4 PER.
- ----------------------------------------------------------------------------- --------------------------------------------------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Aggressive Growth 93 92 91 101 121 118 116 146 148 146 143 194 244 250 244 273
- ----------------------------------------------------------------------------- --------------------------------------------------
2. Bond 91 89 89 99 112 109 107 138 134 132 129 180 214 221 214 243
- ----------------------------------------------------------------------------- --------------------------------------------------
3. Capital Appreciation 94 92 92 102 121 118 117 147 149 147 145 195 246 252 246 220
- ----------------------------------------------------------------------------- --------------------------------------------------
4. Equity-Income 93 92 91 101 120 117 116 146 147 145 142 193 242 247 242 271
- ----------------------------------------------------------------------------- --------------------------------------------------
5. Global Asset
Allocation 94 93 92 102 123 121 119 149 153 151 149 199 255 260 255 283
- ----------------------------------------------------------------------------- --------------------------------------------------
6. Growth and Income 89 87 87 97 107 104 102 133 125 122 120 172 196 201 196 225
- ----------------------------------------------------------------------------- --------------------------------------------------
7. International 95 93 93 103 124 121 120 150 154 152 150 200 257 262 257 285
- ----------------------------------------------------------------------------- --------------------------------------------------
8. Managed 90 88 88 98 109 106 104 135 129 126 123 176 203 209 203 233
- ----------------------------------------------------------------------------- --------------------------------------------------
9. Money Market 91 90 89 99 114 111 109 140 137 134 132 183 220 226 220 249
- ----------------------------------------------------------------------------- --------------------------------------------------
10. Social Awareness 89 88 87 97 108 105 103 134 127 124 121 174 199 204 199 228
- ----------------------------------------------------------------------------- --------------------------------------------------
11. Special
Opportunities 90 88 88 98 109 106 104 135 129 126 123 176 203 209 203 233
- ----------------------------------------------------------------------------- --------------------------------------------------
12. Delaware Growth &
Income (formerly
Decatur Total
Return) 93 91 90 101 118 115 113 144 143 141 138 189 234 239 234 263
- ----------------------------------------------------------------------------- --------------------------------------------------
13. Global Bond 94 92 92 102 122 119 117 147 150 148 146 196 248 254 248 277
- ----------------------------------------------------------------------------- --------------------------------------------------
14. Trend 93 92 91 101 121 118 116 146 148 146 143 194 244 250 244 273
- ----------------------------------------------------------------------------- --------------------------------------------------
15. Equity 500 Index 89 86 86 97 106 101 101 132 123 117 117 170 190 190 190 220
- ----------------------------------------------------------------------------- --------------------------------------------------
16. Small Cap Index 90 88 88 98 110 105 105 136 130 125 125 177 206 206 206 236
- ----------------------------------------------------------------------------- --------------------------------------------------
17. Capital Asset 99 98 98 107 139 135 135 164 179 176 176 224 308 308 308 335
- ----------------------------------------------------------------------------- --------------------------------------------------
18. VIP II Contrafund 92 89 89 100 115 110 110 141 138 133 133 185 223 223 223 252
- ----------------------------------------------------------------------------- --------------------------------------------------
19. VIP Growth 92 90 90 100 117 112 112 143 142 137 137 188 231 231 231 260
- ----------------------------------------------------------------------------- --------------------------------------------------
20. Aspen Worldwide
Growth 93 91 91 101 118 113 113 144 144 139 139 190 235 235 235 264
- ----------------------------------------------------------------------------- --------------------------------------------------
21. AMT Partners 94 92 92 102 121 117 117 147 150 145 145 196 247 247 247 276
- ----------------------------------------------------------------------------- --------------------------------------------------
22. AMT Mid-Cap Growth 95 93 93 103 126 122 122 152 157 153 153 203 264 264 264 292
- ----------------------------------------------------------------------------- --------------------------------------------------
</TABLE>

5
<PAGE>
If you do not surrender your contract, 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
------------------------ ------------------------ ------------------------ ------------------------
SGL MF2 MF3&4 PER. SGL MF2 MF3&4 PER. SGL MF2 MF3&4 PER. SGL MF2 MF3&4 PER.
- ----------------------------------------------------------------------------- --------------------------------------------------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Aggressive Growth 21 22 21 19 66 68 66 59 113 116 113 101 244 250 244 218
- ----------------------------------------------------------------------------- --------------------------------------------------
2. Bond 19 19 19 16 57 59 57 50 99 102 99 86 214 221 214 187
- ----------------------------------------------------------------------------- --------------------------------------------------
3. Capital Appreciation 22 22 22 19 67 68 67 59 115 117 115 102 246 252 246 220
- ----------------------------------------------------------------------------- --------------------------------------------------
4. Equity-Income 21 22 21 19 66 67 66 58 112 115 112 100 242 247 242 216
- ----------------------------------------------------------------------------- --------------------------------------------------
5. Global Asset
Allocation 22 23 22 20 69 71 69 62 119 121 119 106 255 260 255 229
- ----------------------------------------------------------------------------- --------------------------------------------------
6. Growth and Income 17 17 17 14 52 54 52 44 90 92 90 77 196 201 196 168
- ----------------------------------------------------------------------------- --------------------------------------------------
7. International 23 23 23 20 70 71 70 62 120 122 120 107 257 262 257 231
- ----------------------------------------------------------------------------- --------------------------------------------------
8. Managed 18 18 18 15 54 56 54 47 93 96 93 80 203 209 203 176
- ----------------------------------------------------------------------------- --------------------------------------------------
9. Money Market 19 20 19 17 59 61 59 51 102 104 102 89 220 226 220 194
- ----------------------------------------------------------------------------- --------------------------------------------------
10. Social Awareness 17 18 17 15 53 55 53 45 91 94 91 78 199 204 199 172
- ----------------------------------------------------------------------------- --------------------------------------------------
11. Special
Opportunities 18 18 18 15 54 56 54 47 93 96 93 80 203 209 203 176
- ----------------------------------------------------------------------------- --------------------------------------------------
12. Delaware Growth &
Income (formerly
Decatur Total
Return) 20 21 20 18 63 65 63 55 108 111 108 96 234 239 234 208
- ----------------------------------------------------------------------------- --------------------------------------------------
13. Global Bond 22 22 22 19 67 69 67 60 116 118 116 103 248 254 248 222
- ----------------------------------------------------------------------------- --------------------------------------------------
14. Trend 21 22 21 19 66 68 66 59 113 116 113 101 244 250 244 218
- ----------------------------------------------------------------------------- --------------------------------------------------
15. Equity 500 Index 16 16 16 14 51 51 51 43 87 87 87 74 190 190 190 163
- ----------------------------------------------------------------------------- --------------------------------------------------
16. Small Cap Index 18 18 18 15 55 55 55 47 95 95 95 82 206 206 206 179
- ----------------------------------------------------------------------------- --------------------------------------------------
17. Capital Asset 28 28 28 25 85 85 85 78 146 146 146 133 308 308 308 284
- ----------------------------------------------------------------------------- --------------------------------------------------
18. VIP II Contrafund 19 19 19 17 60 60 60 52 103 103 103 90 223 223 223 197
- ----------------------------------------------------------------------------- --------------------------------------------------
19. VIP Growth 20 20 20 18 62 62 62 55 107 107 107 94 231 231 231 204
- ----------------------------------------------------------------------------- --------------------------------------------------
20. Aspen Worldwide
Growth 21 21 21 18 63 63 63 56 109 109 109 96 235 235 235 209
- ----------------------------------------------------------------------------- --------------------------------------------------
21. AMT Partners 22 22 22 19 67 67 67 59 115 115 115 102 247 247 247 221
- ----------------------------------------------------------------------------- --------------------------------------------------
22. AMT Mid-Cap Growth 23 23 23 21 72 72 72 64 123 123 123 110 264 264 264 238
</TABLE>

We provide these examples to help you understand the direct and indirect costs
and expenses of the contract. The examples assume that an enhanced DEATH BENEFIT
is in effect. Without this benefit, expenses would be lower.

For more information, see Charges and other deductions in this Prospectus, and
the Prospectuses for the funds and series. Premium taxes may also apply,
although they do not appear in the examples. We also reserve the right to impose
a charge on transfers between SUBACCOUNTS and to and from the fixed account.
Currently, there is no charge. THESE EXAMPLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS
THAN THOSE.

SUMMARY

WHAT KIND OF CONTRACT AM I BUYING? It is an individual annuity contract between
you and LINCOLN LIFE. It may provide for a fixed annuity and/or a variable
annuity. This Prospectus describes the variable side of the contract. See The
contracts.

WHAT IS THE VARIABLE ANNUITY ACCOUNT (VAA)? It is a separate account we
established under Indiana insurance law, and registered with the SEC as a unit
investment trust. VAA assets are allocated to one or more SUBACCOUNTS, according
to your investment choices. VAA assets are not chargeable with liabilities
arising out of any other business which LINCOLN LIFE may conduct. See Variable
annuity account (VAA). REMEMBER THAT PARTICIPANTS IN THE VAA BENEFIT FROM ANY
GAIN, AND TAKE A RISK OF ANY LOSS, IN THE VALUE OF THE SECURITIES IN THE FUNDS'
OR SERIES' PORTFOLIOS.

WHAT ARE MY INVESTMENT CHOICES? Based upon your instruction, the VAA applies
your PURCHASE PAYMENTS to buy fund and series shares in one or more of the
investment funds of the SUBACCOUNTS: Aggressive Growth, Bond, Capital
Appreciation, Delaware Growth & Income (formerly known as Decatur Total Return),
Equity-Income, Global Asset Allocation, Global Bond, Growth and Income,
International, Managed, Money Market, Social Awareness, Special Opportunities,
Trend, Equity 500 Index, Small Cap Index, Capital Asset, VIP II Contrafund, VIP
Growth, Worldwide Growth, AMT Partners, and AMT Mid-Cap Growth.

6
<PAGE>
In turn, each fund or series holds a portfolio of securities consistent with its
investment policy. See Investment of the variable annuity accounts and
Description of the funds and series.

WHO INVESTS MY MONEY? The investment advisor for the Lincoln National funds is
Lincoln Investment Management, Inc. (Lincoln Investment), Fort Wayne, Indiana.
The investment advisor for the Trend Series and Delaware Growth & Income
(formerly known as Decatur Total Return) Series is DMC, and the investment
manager of the Global Bond Series is DIAL, an affiliate of Delaware Management,
Philadelphia, Pennsylvania. Each is an indirect subsidiary of Lincoln National
Corporation (LNC). The investment advisor for the Equity 500 Index Fund and the
Small Cap Index Fund is Bankers Trust Company, New York, New York. The
investment advisor for the Capital Asset Fund is BAMCO, Inc., New York, New
York. The investment advisor for the Aspen Worldwide Growth Fund is Janus
Capital Corp., Denver, Colorado. The investment advisor for the AMT Partners and
AMT Mid-Cap Growth Fund is Neuberger Berman Management, Inc., New York, New
York. The investment advisor for the Variable Insurance Products Fund (VIP) and
Variable Insurance Products Fund (VIP II) is Fidelity Management & Research
Company, Boston, Massachusetts. Each investment advisor to a fund or series is
registered as an investment advisor with the SEC. See Investments of the
variable annuity account -- Investment advisors.

HOW DOES THE CONTRACT WORK? If we approve your application, we will send you a
contract. When you make PURCHASE PAYMENTS during the accumulation phase, you buy
ACCUMULATION UNITS. If you decide to receive retirement income payments, your
ACCUMULATION UNITS are converted to ANNUITY UNITS. Your retirement income
payments will be based on the number of ANNUITY UNITS you received and the value
of each ANNUITY UNIT on payout days. See The contracts.

WHAT CHARGES DO I PAY UNDER THE CONTRACT? If you withdraw CONTRACT VALUE, you
pay a surrender charge from 0% to 8%, depending upon how many CONTRACT YEARS
have elapsed (single premium and periodic premium), or how many CONTRACT YEARS
the PURCHASE PAYMENT has been in the contract (flexible premium), and which type
of contract you choose. We may waive surrender charges in certain situations.
See Charges and other deductions -- Surrender charges.

We will deduct any applicable premium tax from PURCHASE PAYMENTS or CONTRACT
VALUE at the time the tax is incurred or at another time we choose.

We charge an annual contract fee of $25 under the periodic and the flexible
premium Multi-Fund 2 contracts.

We apply an annual charge totaling 1.30% of net asset value of the VAA. This
charge includes 1.00% as a mortality and expense risk charge. If the enhanced
DEATH BENEFIT is not in effect, the annual charge is 1.00%. See Charges and
other deductions.

Each fund and series pays a management fee based on its average daily net asset
value. See Investments of the variable annuity account -- Investment Advisor.
Each fund and series also has additional operating expenses. These are described
in the Prospectuses for the fund or series.

WHAT PURCHASE PAYMENTS DO I MAKE, AND HOW OFTEN? Subject to the minimum and
maximum payment amounts for each type of contract, your payments may be
flexible. See The contracts -- Purchase Payments.

HOW WILL MY ANNUITY PAYOUTS BE CALCULATED? If you decide to annuitize, you
select an annuity option and start receiving retirement income payments from
your contract as a fixed option or variable option or a combination of both. See
Annuity options.

WHAT HAPPENS IF THE ANNUITANT DIES BEFORE I ANNUITIZE? If the enhanced DEATH
BENEFIT is in effect, your BENEFICIARY will receive the CONTRACT VALUE. If the
enhanced DEATH BENEFIT is not in effect, your BENEFICIARY will receive the
greater of the guaranteed minimum death benefit or the CONTRACT VALUE. Your
BENEFICIARY has options as to how the DEATH BENEFIT is paid. See death benefit
before the annuity commencement date.

MAY I TRANSFER CONTRACT VALUE BETWEEN SUBACCOUNTS AND BETWEEN THE FIXED SIDE OF
THE CONTRACT? Yes, with certain limits. See The Contracts - transfers between
SUBACCOUNTS on or before the annuity commencement date; transfers following the
annuity commencement date; and transfers to and from the general account on or
before the annuity commencement date.

MAY I SURRENDER THE CONTRACT OR MAKE A WITHDRAWAL? Yes, subject to contract
requirements and to the restrictions of any qualified retirement plan for which
the contract was purchased. See The contracts -- Surrenders and withdrawals. If
you surrender the contract or make a withdrawal, certain charges may apply. See
Charges and other deductions. A portion of surrender/withdrawal proceeds may be
taxable. In addition, if you decide to take a distribution before age 59 1/2, a
10% Internal Revenue Service (IRS) tax penalty may apply. A surrender or a
withdrawal also may be subject to 20% withholding. See Federal tax matters.

DO I GET A FREE LOOK AT THIS CONTRACT? Yes. you can cancel the contract within
ten days (in some states longer) of the date you first receive the contract. You
need to return the contract, postage prepaid, to our home office. In most states
you assume the risk of any market drop on PURCHASE PAYMENTS you allocate to the
variable side of the contract. See Return privilege.

7
<PAGE>
CONDENSED FINANCIAL INFORMATION FOR THE VAA

ACCUMULATION UNIT VALUES

The following information relating to ACCUMULATION UNIT values including the
enhanced guaranteed minimum death benefit charge where applicable and number of
ACCUMULATION UNITS for each of the 10 years in the period ended December 31,
1998 comes from the VAA'S financial statements. It should be read along with the

VAA'S financial statements and notes which are all included in the SAI.
<TABLE>
<CAPTION>
1998* 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
without
with EGMDB EGMDB
Aggressive Growth subaccount
Accumulation unit value
- - Beginning of period $ 1.684 1.687 1.384 1.196 .896 1.000 1.000**
- - End of period $ 1.559 1.567 1.687 1.384 1.196 .896 1.000**
Number of accumulation units
- - End of period (000's omitted) 1,953 204,322 199,221 172,630 114,518 67,547 110
- ----------------------------------------------------------------------------------------------------------------------------------
Bond subaccount
Accumulation unit value
- - Beginning of period $ 4.625 4.632 4.283 4.228 3.585 3.780 3.398
- - End of period $ 5.002 5.024 4.632 4.283 4.228 3.585 3.780
Number of accumulation units
- - End of period (000's omitted) 1,160 70,180 60,078 62,709 62,644 57,900 62,765
- ----------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation subaccount
Accumulation unit value
- - Beginning of period $ 1.881 1.884 1.520 1.294 1.017 1.000 1.000**
- - End of period $ 2.562 2.574 1.884 1.520 1.294 1.017 1.000**
Number of accumulation units
- - End of period (000's omitted) 4,553 284,822 234,328 174,073 98,067 52,125 110
- ----------------------------------------------------------------------------------------------------------------------------------
Equity-Income subaccount
Accumulation unit value
- - Beginning of period $ 2.146 2.150 1.663 1.391 1.046 1.000 1.000**
- - End of period $ 2.388 2.399 2.150 1.663 1.391 1.046 1.000**
Number of accumulation units
- - End of period (000's omitted) 5,898 395,691 371,051 275,632 171,817 75,383 110
- ----------------------------------------------------------------------------------------------------------------------------------
Global Asset Allocation subaccount
Accumulation unit value
- - Beginning of period $ 2.716 2.720 2.302 2.013 1.642 1.689 1.453
- - End of period $ 3.042 3.056 2.720 2.302 2.013 1.642 1.689
Number of accumulation units
- - End of period (000's omitted) 1,888 155,191 159,590 140,242 126,558 122,061 92,778
- ----------------------------------------------------------------------------------------------------------------------------------
Growth and Income subaccount
Accumulation unit value
- - Beginning of period $ 9,635 9,650 7.453 6.292 4.593 4.579 4.084
- - End of period $ 11.444 11.497 9.650 7.453 6.292 4.593 4.579
Number of accumulation units
- - End of period (000's omitted) 2,252 353,739 357,850 332,885 291,063 253,621 226,072
- ----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
1992 1991 1990 1989
<S> <C> <C> <C> <C>
- ----------------------------------------------- --------------------

Aggressive Growth subaccount
Accumulation unit value
- - Beginning of period
- - End of period trading began in 1994.
Number of accumulation units
- - End of period (000's omitted)
- ----------------------------------------------- --------------------
Bond subaccount
Accumulation unit value
- - Beginning of period 3.181 2.737 2.591 2.312
- - End of period 3.398 3.181 2.737 2.591
Number of accumulation units
- - End of period (000's omitted) 52,842 46,830 40,983 37,671
- ----------------------------------------------- --------------------
Capital Appreciation subaccount
Accumulation unit value
- - Beginning of period
- - End of period trading began in 1994.
Number of accumulation units
- - End of period (000's omitted)
- ----------------------------------------------- --------------------
Equity-Income subaccount
Accumulation unit value
- - Beginning of period
- - End of period trading began in 1994.
Number of accumulation units
- - End of period (000's omitted)
- ----------------------------------------------- --------------------
Global Asset Allocation subaccount
Accumulation unit value
- - Beginning of period 1.378 1.174 1.175 1.005
- - End of period 1.453 1.378 1.174 1.175
Number of accumulation units
- - End of period (000's omitted) 67,873 57,199 50,149 39,835
- ----------------------------------------------- --------------------
Growth and Income subaccount
Accumulation unit value
- - Beginning of period 4.050 3.125 3.126 2.611
- - End of period 4.084 4.050 3.125 3.126
Number of accumulation units
- - End of period (000's omitted) 188,659 144,515 114,974 96,161
- ----------------------------------------------- --------------------
</TABLE>

8
<PAGE>
<TABLE>
<CAPTION>
1998* 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
without
with EGMDB EGMDB
International subaccount
Accumulation unit value
- - Beginning of period $ 1.560 1,562 1.488 1.368 1.271 1.243 .901
- - End of period $ 1.765 1.773 1.562 1.488 1.368 1.271 1.243
Number of accumulation units
- - End of period (000's omitted) 2,375 275,657 294,705 294,570 261,509 248,639 129,551
- ----------------------------------------------------------------------------------------------------------------------------------
Managed subaccount
Accumulation unit value
- - Beginning of period $ 4.707 4.714 3.913 3.515 2.747 2.827 2.558
- - End of period $ 5.236 5.260 4.714 3.913 3.515 2.747 2.827
Number of accumulation units
- - End of period (000's omitted) 1,775 178,768 179,210 178,496 172,789 167,184 162,485
- ----------------------------------------------------------------------------------------------------------------------------------
Money Market subaccount
Accumulation unit value
- - Beginning of period $ 2.415 2.419 2.324 2.235 2.137 2.079 2.044
- - End of period $ 2.505 2.517 2.419 2.324 2.235 2.137 2.079
Number of accumulation units
- - End of Period (000's omitted) 644 46,571 36,107 40,057 35,136 37,106 39,763
- ----------------------------------------------------------------------------------------------------------------------------------
Social Awareness subaccount
Accumulation unit value
- - Beginning of period $ 4.942 4.950 3.638 2.843 2.005 2.021 1.796
- - End of period $ 5.848 5.875 4.950 3.638 2.843 2.005 2.021

Number of accumulation units
- - End of period (000's omitted) 5,136 304,204 251,168 175,970 106,204 83,069 69,006
- ----------------------------------------------------------------------------------------------------------------------------------
Special Opportunities subaccount
Accumulation unit value
- - Beginning of period $ 8.236 8.249 6.505 5.618 4.303 4.392 3.740
- - End of period $ 8.681 8.721 8.249 6.505 5.618 4.303 4.392
Number of accumulation units
- - End of period (000's omitted) 899 98,734 101,475 97,744 88,993 73,673 62,314
- ----------------------------------------------------------------------------------------------------------------------------------
Trend subaccount
Accumulation unit value
- - Beginning of period $ 1.189 1.191 0.991 1.000 **
- - End of period $ 1.362 1.368 1.191 0.991 ** trading began in 1996
Number of accumulation units
- - End of period (000's omitted) 1,522 63,364 46,558 23,508
- ----------------------------------------------------------------------------------------------------------------------------------
Delaware Growth & Income subaccount (formerly
known as Decatur Total Return)
Accumulation unit value
- - Beginning of period $ 1.459 1.461 1.126 1.000 **
- - End of period $ 1.603 1.611 1.461 1.126 ** trading began in 1996
Number of accumulation units
- - End of period (000's omitted) 4,111 90,935 64,052 12,220
- ----------------------------------------------------------------------------------------------------------------------------------
Global Bond subaccount
Accumulation unit value
- - Beginning of period $ 1.107 1.109 1.111 1.000 **
- - End of period $ 1.179 1.184 1.109 1.111 ** trading began in 1996
Number of accumulation units
- - End of period (000's omitted) 373 12,869 11,177 7,613
- ----------------------------------------------------------------------------------------------------------------------------------

International subaccount
Accumulation unit value
- - Beginning of period .990 1.000**

trading began in
- - End of period .901 .990** 1991.
Number of accumulation units
- - End of period (000's omitted) 50,718 21,088
- ----------------------------------------------- --------------------
Managed subaccount
Accumulation unit value
- - Beginning of period 2.492 2.065 2.015 1.737
- - End of period 2.558 2.492 2.065 2.015
Number of accumulation units
- - End of period (000's omitted) 139,606 115,929 104,011 95,285
- ----------------------------------------------- --------------------
Money Market subaccount
Accumulation unit value
- - Beginning of period 1.996 1.907 1.783 1.651
- - End of period 2.044 1.996 1.907 1.783
Number of accumulation units
- - End of Period (000's omitted) 46,993 77,812 57,377 53,287
- ----------------------------------------------- --------------------
Social Awareness subaccount
Accumulation unit value
- - Beginning of period 1.750 1.285 1.357 1.042
- - End of period 1.796 1.750 1.285 1.357
Number of accumulation units
- - End of period (000's omitted) 50,838 30,735 19,486 7,127
- ----------------------------------------------- --------------------
Special Opportunities subaccount
Accumulation unit value
- - Beginning of period 3.519 2.481 2.710 2.054
- - End of period 3.740 3.519 2.481 2.710
Number of accumulation units
- - End of period (000's omitted) 51,056 37,798 33,837 27,789
- ----------------------------------------------- --------------------
Trend subaccount
Accumulation unit value
- - Beginning of period
- - End of period
Number of accumulation units
- - End of period (000's omitted)
- ----------------------------------------------- --------------------
Delaware Growth & Income subaccount (formerly
known as Decatur Total Return)
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>

* The EGMDB became available in June 1997, the first full year was 1998.
** 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.
Note: The Equity 500 Index, Small Cap Index, Capital Asset, VIP II Contrafund,
VIP Growth, Aspen Worldwide Growth, AMT Partners and AMT Mid-Cap Growth
subaccounts were not effective December 31, 1998, and did not have historical
accumulation unit information as of that date.

ADDITIONAL INFORMATION FOR THE MONEY MARKET SUBACCOUNT:

Seven-day yield: 3.16%; Length of base period-7 days; Date of last day of base
period: December 31, 1998.

Seven-day yield including EGMDB: 2.89%; Length of base period-7 days: Date of
last day of base period: December 31, 1998.

9
<PAGE>
INVESTMENT RESULTS

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

LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

VARIABLE ANNUITY ACCOUNT (VAA)

On 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.

The VAA is used to support other annuity contracts offered by LINCOLN LIFE in
addition to the contracts described in this prospectus. The other annuity
contracts supported by the VAA invest in the same portfolios of the funds and
series as the contracts described in this Prospectus. These other annuity
contracts may have different charges that could affect performance of the
SUBACCOUNT.

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 Department of Insurance 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
in it are regulated under the 1933 Act or the 1940 Act. LINCOLN LIFE has been
advised that the staff of the SEC has not made a review of the 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

10
<PAGE>
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 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% WILL BE DECLARED IN ADVANCE IN LINCOLN LIFE'S SOLE
DISCRETION. CONTRACTOWNERS BEAR THE RISK THAT NO INTEREST IN EXCESS OF 3% 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 Lincoln
National 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 advisors and sub-advisors
for each of the funds or series:

<TABLE>
<CAPTION>
ADVISOR SUBADVISOR FUND/SERIES
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Lincoln Investment Mgmt Putnam Investment Management, Inc. LN Aggressive Growth
- -------------------------------------------------------------------------------------------------------
Lincoln Investment Mgmt Putnam Investment Management, Inc. LN Global Asset Allocation
- -------------------------------------------------------------------------------------------------------
Lincoln Investment Mgmt Janus Capital Corp. LN Capital Appreciation
- -------------------------------------------------------------------------------------------------------
Lincoln Investment Mgmt Delaware International Advisers Ltd. LN International
- -------------------------------------------------------------------------------------------------------
Lincoln Investment Mgmt N/A LN Money Market
- -------------------------------------------------------------------------------------------------------
Lincoln Investment Mgmt N/A LN Bond
- -------------------------------------------------------------------------------------------------------
Lincoln Investment Mgmt Fidelity Management Trust Co. LN Equity-Income
- -------------------------------------------------------------------------------------------------------
Lincoln Investment Mgmt Vantage Investment Advisors LN Growth and Income
- -------------------------------------------------------------------------------------------------------
Lincoln Investment Mgmt Vantage Investment Advisors LN Social Awareness
- -------------------------------------------------------------------------------------------------------
Lincoln Investment Mgmt Vantage Investment Advisors LN Special Opportunities
- -------------------------------------------------------------------------------------------------------
Lincoln Investment Mgmt Vantage Investment Advisors LN Managed Fund (equity portion)
- -------------------------------------------------------------------------------------------------------

CHART CONTINUED ON NEXT PAGE
</TABLE>

11
<PAGE>
<TABLE>
<CAPTION>
ADVISOR SUBADVISOR FUND/SERIES
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------
Delaware Management Co.,
Inc. N/A Delaware Group Premium Fund
Trend Series
Growth & Income Series
- -------------------------------------------------------------------------------------------------------
Delaware International
Advisers, Ltd. N/A Delaware Group Premium Fund
Global Bond Series
- -------------------------------------------------------------------------------------------------------
Bankers Trust Company N/A Equity 500 Index
- -------------------------------------------------------------------------------------------------------
Bankers Trust Company N/A Small Cap Index
- -------------------------------------------------------------------------------------------------------
BAMCO, Inc. N/A Capital Asset
- -------------------------------------------------------------------------------------------------------
Fidelity Investments N/A VIP II Contrafund
- -------------------------------------------------------------------------------------------------------
Fidelity Investments N/A VIP Growth
- -------------------------------------------------------------------------------------------------------
Janus Capital Corp. N/A Aspen Worldwide Growth
- -------------------------------------------------------------------------------------------------------
Neuberger Berman Mgmt, Inc. Neuberger Berman, LLC AMT Partners
- -------------------------------------------------------------------------------------------------------
Neuberger Berman Mgmt, Inc. Neuberger Berman, LLC AMT Mid-Cap Growth
- -------------------------------------------------------------------------------------------------------
</TABLE>

Note: "N/A" denotes no subadvisor for that fund or series.

Additional information regarding the investment advisors to each of the funds
may be found in the Prospectuses for the funds and series enclosed in this
booklet.

With respect to a fund, the advisor and/or distributor, or an affiliate thereof,
may compensate LINCOLN LIFE (or an affiliate) for administrative, distribution,
or other services. It is anticipated that such compensation will be based on
assets of the particular fund attributable to the contracts along with certain
other variable contracts issued or administered by LINCOLN LIFE (or an
affiliate).

DESCRIPTION OF THE FUNDS AND SERIES

Following are brief summaries of the investment objectives and policies of the
funds. 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.

Certain funds offered as part of this contract have similar investment
objectives and policies to other portfolios managed by the advisor. The
investment results of the funds, however, may be higher or lower than the other
portfolios that are managed by the advisor. There can be no assurance, and no
representation is made, that the investment results of any of the funds will be
comparable to the investment results of any other portfolio managed by the
advisor.

12
<PAGE>
ON OR ABOUT SEPTEMBER 7, 1999 EIGHT ADDITIONAL INVESTMENT OPTIONS (#12 THROUGH
#19) WERE MADE AVAILABLE UNDER THE CONTRACTS. SOME FUNDS MAY NOT BE AVAILABLE IN
ALL STATES AND SOME PLANS LIMIT THE FUNDS AND SERIES AVAILABLE UNDER THE PLAN.
PLEASE CONTACT YOUR INVESTMENT DEALER FOR CURRENT INFORMATION.

FUNDS

1. AGGRESSIVE GROWTH FUND -- 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 -- 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 -- 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 -- 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 -- 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 -- The investment objective is long-term capital
appreciation. The fund buys stocks of established companies.

7. INTERNATIONAL FUND -- 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 -- 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 -- 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 -- 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 -- 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.

12. EQUITY 500 INDEX FUND -- The investment objective is to replicate as
closely as possible the performance of the Standard & Poor's 500 Composite
Stock Price Index before the deduction of Fund expenses.

13. SMALL CAP INDEX FUND -- The investment objective is to replicate as
closely as possible (before the deduction of expenses) the total return of
the Russell 2000 Small Stock Index (the "Russell 2000"), an index
consisting of approximately 2,000 small-capitalization common stocks.

14. CAPITAL ASSET FUND -- The investment objective is to purchase stocks,
judged by the advisor, to have the potential of increasing their value at
least 50% over two subsequent years, although that goal may not be
achieved.

15. VIP II CONTRAFUND FUND (SERVICE CLASS) -- The investment objective is
capital appreciation by investing primarily in securities of companies
whose value the advisor believes is not fully recognized by the public.

16. VIP GROWTH FUND (SERVICE CLASS) -- The investment objective is to achieve
capital appreciation. The Portfolio normally purchases common stock.

17. ASPEN WORLDWIDE GROWTH FUND -- The investment objective is long-term
growth of capital in a manner consistent with the preservation of capital
by investing primarily in common stocks of foreign and domestic issuers
and may at times invest in fewer than five countries or even a single
country. Janus Capital Corporation serves as the Fund's investment
advisor.

18. AMT PARTNERS FUND -- The investment objective is capital growth through an
investment approach that is designed to increase capital with reasonable
risk. It invests mainly in common stocks of mid-to large-capitalization
companies, using the value-oriented investment approach.

19. AMT MID-CAP GROWTH FUND -- The investment objective is growth of capital
through an investment approach that is designed to increase capital with
reasonable risk. It invests mainly in common stocks of mid-capitalization
companies.

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.

13
<PAGE>
PLEASE BE ADVISED THAT THERE IS NO ASSURANCE THAT ANY OF THE SERIES WILL ACHIEVE
ITS STATED OBJECTIVES.

1. DELAWARE GROWTH & INCOME (FORMERLY KNOWN AS DECATUR TOTAL RETURN) -- 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. Delaware Growth & Income (formerly known as Decatur Total
Return) invests, but not exclusively, in common stocks and
income-producing securities convertible into common stocks, consistent
with the series' objective.

2. TREND -- 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 -- 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 may be sold to LINCOLN LIFE, its affiliates, and
separate accounts of life insurance companies other than LINCOLN LIFE to fund
variable annuity contracts and/or variable life insurance policies. See Other
information. Shares of the funds and series are not sold directly to the general
public.

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

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 OF DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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.) We cannot substitute shares
of one fund for another without approval by the SEC. We will also notify you.

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

14
<PAGE>
$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 tax 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 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.

15
<PAGE>
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, 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 annuitants receiving annuity payouts
live longer than we assumed when we calculated our guaranteed rates. We assume
this mortality risk through guaranteed annuity rates incorporated into the
contract which we cannot change. We also assume the risk that the charges for
administrative expenses, which, we cannot change, will be insufficient to cover
actual administrative costs.

If the mortality and expense risk 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 ENHANCED GUARANTEED MINIMUM DEATH BENEFIT (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 stop 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 funds and
the series that are described later in this booklet in the Appendix to the
funds' Prospectuses and in the Prospectus for the series respectively.

16
<PAGE>
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.

Once 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, the PURCHASE PAYMENT will be returned
immediately (unless you have authorized 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.

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 additional 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 a 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

17
<PAGE>
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 $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 enhanced
guaranteed minimum death benefit (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

18
<PAGE>
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 stop. 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.

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 tax code, the cash surrender
value (CONTRACT VALUE less any applicable charges, fees, and taxes) 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 tax 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.

19
<PAGE>
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. A surrender/withdrawal after the ANNUITY
COMMENCEMENT DATE depends upon the annuity option selected.

The amount 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 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.

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

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 matters.

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 tax 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).

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

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.

DELAY OF PAYMENTS

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

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).

20
<PAGE>
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 tax code] and qualified
annuity plans [described in Section 403(a) of the tax 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 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 ANNUITY WITH GUARANTEED PERIOD. This option guarantees periodic
payouts during a guaranteed period, usually 10 or 20 years, and then continues
throughout the lifetime of the ANNUITANT. The guaranteed 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 guaranteed 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 guaranteed 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.

GENERAL INFORMATION

Under the options listed above, you may not make withdrawals. 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 tax
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

21
<PAGE>
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 tax 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. If the actual net investment rate (annualized) excceds 5%, the annuity
payout will increase at a rate proportional to the amount of such excess.
Conversely, if the actual rate is less than 5% annuity payments will decrease.
There is a more complete explanation of this calculation in the SAI.

FEDERAL TAX MATTERS

INTRODUCTION
The Federal income tax treatment of the CONTRACT is complex and sometimes
uncertain. The Federal income tax rules may vary with your particular
circumstances. This discussion DOES NOT include all the Federal income tax rules
that may affect you and your contract. This discussion also DOES NOT address
other Federal tax consequences, or state or local tax consequences, associated
with the contract. As a result, you should always consult a tax adviser about
the application of tax rules to your individual situation.

TAXATION OF NONQUALIFIED ANNUITIES
This part of the discussion describes some of the Federal income tax rules
applicable to nonqualified annuities. A nonqualified annuity is a contract not
issued in connection with a qualified retirement plan receiving special tax
treatment under the tax code, such as an IRA or a section 403(b) plan.

TAX DEFERRAL ON EARNINGS
The Federal income tax law generally does not tax any increase in your CONTRACT
VALUE until you receive a contract distribution. However, for this general rule
to apply, certain requirements must be satisfied:

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

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

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

- - The ANNUITY COMMENCEMENT DATE must not occur near the end of the ANNUITANT'S
life expectancy.

CONTRACTS NOT OWNED BY AN INDIVIDUAL
If a contract is owned by an entity (rather than an individual) the tax code
generally does not treat it as an annuity contract for Federal income tax
purposes. This means that the entity owning the contract pays tax currently on
the excess of the CONTRACT VALUE over the purchase payments for the contract.
Examples of contracts where the owner pays current tax on the contract's
earnings are contracts issued to a corporation or a trust. Exceptions to this
rule exist. For example, the tax code treats a contract as owned by an
individual if the named owner is a trust or other entity that holds the contract
as an agent for an individual. However, this exception does not apply in the
case of any employer that owns a contract to provide deferred compensation for
its employees.

INVESTMENTS IN THE VAA MUST BE DIVERSIFIED
For a contract to be treated as an annuity for Federal income tax purposes, the
investments of the VAA must be "adequately diversified." IRS regulations define
standards for determining whether the investments of the VAA are adequately
diversified. If the VAA fails to comply with these diversification standards,
you could be required to pay tax currently on the excess of the CONTRACT VALUE
over the contract purchase payments. Although WE do not control the investments
of the underlying investment options, we expect that the underlying investment
options will comply with the IRS

22
<PAGE>
regulations so that the VAA will be considered "adequately diversified."

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

AGE AT WHICH ANNUITY PAYOUTS BEGIN
Federal income tax rules do not expressly identify a particular age by which
ANNUITY PAYOUTS must begin. However, those rules do require that an annuity
contract provide for amortization, through ANNUITY PAYOUTS, of the contract's
PURCHASE PAYMENTS and earnings. If ANNUITY PAYOUTS under the contract begin or
are scheduled to begin on a date past the ANNUITANT'S 85th birthday, it is
possible that the tax law will not treat the contract as an annuity for Federal
income tax purposes. In that event, you would be currently taxable on the excess
of the CONTRACT VALUE over the purchase payments of the contract.

TAX TREATMENT OF PAYMENTS
We make no guarantees regarding the tax treatment of any contract or of any
transaction involving a contract. However, the rest of this discussion assumes
that your contract will be treated as an annuity for Federal income tax purposes
and that the tax law will not tax any increase in your CONTRACT VALUE until
there is a distribution from your contract.

TAXATION OF WITHDRAWALS AND SURRENDERS

You will pay tax on withdrawals to the extent your CONTRACT VALUE exceeds your
purchase payments in the contract. This income (and all other income from your
contract) is considered ordinary income. A higher rate of tax is paid on
ordinary income than on capital gains. You will pay tax on a surrender to the
extent the amount you receive exceeds your purchase payments. In certain
circumstances your purchase payments are reduced by amounts received from your
contract that were not included in income.

TAXATION OF ANNUITY PAYOUTS

The tax code imposes tax on a portion of each ANNUITY PAYOUT (at ordinary income
tax rates) and treats a portion as a nontaxable return of your purchase payments
in the contract. WE will notify you annually of the taxable amount of your
ANNUITY PAYOUT. Once you have recovered the total amount of the purchase payment
in the contract, you will pay tax on the full amount of your ANNUITY PAYOUTS. If
ANNUITY PAYOUTS end because of the ANNUITANT'S death and before the total amount
of the purchase payments in the contract has been received, the amount not
received generally will be deductible.

TAXATION OF DEATH BENEFITS

WE may distribute amounts from your contract because of the death of a
CONTRACTOWNER or an ANNUITANT. The tax treatment of these amounts depends on
whether you or the ANNUITANT dies before or after the ANNUITY COMMENCEMENT DATE.

- - Death prior to the ANNUITY COMMENCEMENT DATE--

- If the beneficiary receives DEATH BENEFITS under an ANNUITY PAYOUT
OPTION, they are taxed in the same manner as annuity payouts.

- If the beneficiary does not receive DEATH BENEFITS under an ANNUITY
PAYOUT OPTION, they are taxed in the same manner as a withdrawal.

- - Death after the ANNUITY COMMENCEMENT DATE--

- If death benefits are received in accordance with the existing ANNUITY
PAYOUT OPTION, they are excludible from income if they do not exceed the
purchase payments not yet distributed from the contract. All ANNUITY
PAYOUTS in excess of the purchase payments not previously received are
includible in income.

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

PENALTY TAXES PAYABLE ON WITHDRAWALS, SURRENDERS, OR ANNUITY PAYOUTS

The tax code may impose a 10% penalty tax on any distribution from your contract
which you must include in your gross income. The 10% penalty tax does not apply
if one of several exceptions exists. These exceptions include withdrawals,
surrenders, or ANNUITY PAYOUTS that:

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

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

- a beneficiary receives on or after your death, or

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

23
<PAGE>
SPECIAL RULES IF YOU OWN MORE THAN ONE ANNUITY CONTRACT

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

LOANS AND ASSIGNMENTS

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

GIFTING A CONTRACT

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

CHARGES FOR A CONTRACT'S DEATH BENEFIT

Your contract may have an EGMDB, for which you pay an annual charge, computed
daily. It is possible that the tax law may treat all or a portion of the EGMDB
charge as a contract withdrawal.

LOSS OF INTEREST DEDUCTION

After June 8, 1997 if a contract is issued to a taxpayer that is not an
individual, or if a contract is held for the benefit of an entity, the entity
will lose a portion of its deduction for otherwise deductible interest expenses.
This disallowance does not apply if you pay tax on the annual increase in the
CONTRACT VALUE. Entities that are considering purchasing a contract, or entities
that will benefit from someone else's ownership of a contract, should consult a
tax advisor.

QUALIFIED RETIREMENT PLANS

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

TYPES OF QUALIFIED CONTRACTS AND TERMS OF CONTRACTS

Currently, we issue contracts in connection with the following types of
qualified plans:

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

- Roth IRAs

- Rollover IRAs

- Simplified Employee Pensions ("SEPs")

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

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

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

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

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

We may issue a contract for use with other types of qualified plans in the
future.

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

TAX TREATMENT OF QUALIFIED CONTRACTS

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

- Federal tax rules limit the amount of PURCHASE PAYMENTS that can be made,
and the tax deduction or exclusion that may be allowed for the PURCHASE
PAYMENTS. These limits vary depending on the type of qualified plan and
the plan participant's specific circumstances, E.G., the participant's
compensation.

- Under most qualified plans, E.G., 403(b) plans and Traditional IRAs, the
annuitant must begin receiving payments from the contract in certain
minimum amounts by a certain age, typically

24
<PAGE>
age 70 1/2. However, these "minimum distribution rules" do not apply to
a Roth IRA.

- Loans are allowed under certain types of qualified plans, but Federal
income tax rules prohibit loans under other types of qualified plans.
For example, Federal income tax rules permit loans under some section
403(b) plans, but prohibit loans under Traditional and Roth IRAs. If
allowed, loans are subject to a variety of limitations, including
restrictions as to the loan amount, the loan's duration, and the manner
of repayment. Your contract or plan may not permit loans.

TAX TREATMENT OF PAYMENTS

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

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

FEDERAL PENALTY TAXES PAYABLE ON DISTRIBUTIONS

The tax code may impose a 10% penalty tax on the amount received from the
qualified contract that must be included in income. The tax code does not impose
the penalty tax if one of several exceptions applies. The exceptions vary
depending on the type of qualified contract you purchase. For example, in the
case of an IRA, exceptions provide that the penalty tax does not apply to a
withdrawal, surrender, OR ANNUITY PAYOUT:

- received on or after the annuitant reaches age 59 1/2,

- received on or after the annuitant's death or because of the annuitant's
disability (as defined in the tax law),

- received as a series of substantially equal periodic payments for the
annuitant's life (or life expectancy), or

- received as reimbursement for certain amounts paid for medical care.

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

TRANSFERS AND DIRECT ROLLOVERS

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

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

THE EGMDB AND IRAS

Pursuant to IRS regulations, IRAs may not invest in life insurance contracts. We
do not believe that these regulations prohibit the EGMDB from being provided
under the contracts when we issue the contracts as Traditional IRAs or Roth
IRAs. However, the law is unclear and it is possible that the presence of the
EGMDB under a contract issued as a Traditional or Roth IRA could result in
increased taxes to you.

FEDERAL INCOME TAX WITHHOLDING

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

TAX STATUS OF LINCOLN LIFE

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

25
<PAGE>
CHANGES IN THE LAW

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

VOTING RIGHTS

As required by law, we will vote the fund shares held in the VAA at meetings of
shareholders of the funds. The voting will be done according to the instructions
of CONTRACTOWNERS that have interests in any SUBACCOUNTS which invest in the
funds. 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 the CONTRACTOWNER has the right to cast will be
determined by applying the CONTRACTOWNER'S 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.

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.

Whenever a shareholders meeting is called, we will furnish CONTRACTOWNERS with a
voting interest in a SUBACCOUNT with proxy voting materials, reports, and voting
instruction forms. Since the funds engage in shared funding, other persons or
entities besides LINCOLN LIFE may vote fund shares.

DISTRIBUTION OF THE
CONTRACTS

We are the distributor and principal underwriter 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
side 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
Department of Insurance 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.

26
<PAGE>
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.

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.

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

PREPARING FOR YEAR 2000

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

The Year 2000 Problem affects virtually all computer programs worldwide. It can
cause a computer system to suddenly stop operating. It can also result in a
computer corrupting vital company records, and the problem could go undetected
for a long time. For our products, if left unchecked it could cause such
problems as

27
<PAGE>
PURCHASE PAYMENT collection and deposit errors; claim payment difficulties;
accounting errors; erroneous unit values; and difficulties or delays in
processing transfers, surrenders and withdrawals. In a worst case scenario, this
could result in a material disruption to the operations both of LINCOLN LIFE and
of Delaware Service Company (Delaware), the provider of the accounting and
valuation services for the VAA.

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

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

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

- - assessment and high-level planning and strategy

- - remediation of affected systems and equipment; and

- - testing to verify Year 2000 readiness.

Both companies are currently on schedule to have their high-priority IT systems
remediated and tested to demonstrate readiness by June 30, 1999. During the
third and fourth quarters of 1999 additional testing of the environment will
continue. Both companies are currently on schedule to have their high-priority
non-IT systems (elevators, heating and ventilation, security systems, etc.)
remediated and tested by October 31, 1999.

The work on Year 2000 issues has not suffered significant delays; however, some
uncertainty remains. Specific factors that give rise to this uncertainty include
(but are certainly not limited to) a possible loss of technical resources to
perform the work; failure to identify all susceptible systems; and
non-compliance by third parties whose systems and operations impact LINCOLN
LIFE. In a report dated February 26, 1999, entitled, INVESTIGATING THE IMPACT OF
THE YEAR 2000 TECHNOLOGY PROBLEM, S. Prt. 106-10, the U.S. Senate Special
Committee on the Year 2000 Technology Problem expressed its concern that
"Financial services firms...are particularly vulnerable to...the risk that a
material customer or business partner will fail, as a result of the computer
problems, to meet its obligations".

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

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

LEGAL PROCEEDINGS

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

LINCOLN LIFE is presently defending three lawsuits in which Plaintiffs seek to
represent national classes of policyholders in connection with alleged fraud,
breach of contract and other claims relating to the sale of interest-sensitive
universal and participating whole life insurance policies. As of the date of
this prospectus, the courts have not certified a class in any of the suits.
Plaintiffs seek unspecified damages and penalties for themselves and on behalf
of the putative class. Although the relief sought in these cases is substantial,
the cases are in the preliminary stages of litigation, and it is premature to
make assessments about potential loss, if any. Management is defending these
suits vigorously. The amount of liability, if any, which may ultimately arise as
a result of these suits cannot be reasonably determined at this time.

28
<PAGE>
STATEMENT OF ADDITIONAL
INFORMATION TABLE OF
CONTENTS FOR THE VAA

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

Special terms

Services

Purchase of securities being offered

Underwriters

Calculation of investment results

ITEM
- --------------------------------------------------
Annuity payouts

Federal tax matters

Determination of accumulation and annuity unit value

Advertising and sales literature/graphics

Financial statements

.........................................................................

Please send me a free copy of the current Statement of Additional Information
for Lincoln National Variable Annuity Account C
(Multi-Fund-Registered Trademark-).

(Please Print)

Name: __________________________ Social Security No.: _________________________

Address: _______________________________________________________________________

City _______________________________ State _______________ Zip _______________

Mail to Lincoln National Life Insurance Company, P.O. Box 2340, Fort Wayne,
Indiana 46801

29
<PAGE>
THIS PAGE WAS INTENTIONALLY LEFT BLANK.