AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCOUNT V
497, 1997-05-05
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PROSPECTUS
                                   AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO

APPLAUSE! II -- A Flexible Premium Variable     One Ameritas Way/5900 "O" Street
Universal Life Insurance Policy issued         P.O. Box 82550/Lincoln, NE  68501
by Ameritas Variable Life Insurance Company
- --------------------------------------------------------------------------------

APPLAUSE! II represents a type of insurance known as a flexible premium variable
universal life insurance policy.  Like traditional life insurance  policies,  an
APPLAUSE!  II Policy provides death benefits to beneficiaries  designated by the
Policyowner  and the  opportunity  to increase  the cash value of the  insurance
Policy  itself.  Unlike  such  traditional  policies,  APPLAUSE!  II also allows
Policyowners  to vary the frequency and amount of premium  payments  rather than
follow a fixed premium payment schedule.  It also permits Policyowners to change
the level of Death Benefits as often as once each year.

An APPLAUSE!  II Policy is different from traditional life insurance policies in
another important respect: Policyowners are responsible for selecting the manner
in which premiums paid on the Policy will be invested. Although each Policyowner
is guaranteed a minimum death benefit,  the cash value of the Policy, as well as
the  actual  death  benefit  payable  under  the  Policy,  will  vary  with  the
performance  of  investments  selected by the  Policyowner  over the life of the
Policy.

The  investment  options  available  through  APPLAUSE!  II  include  investment
portfolios managed by Fidelity Management, Fred Alger Management,  Massachusetts
Financial Services and Morgan Stanley Asset Management. Each of these portfolios
has its own  investment  objective  and  policies.  These are  described  in the
prospectuses  relating to each  investment  portfolio  which must accompany this
APPLAUSE!  II  prospectus.  Policyowners  may also  choose to  allocate  premium
payments  to the Fixed  Account  managed by  Ameritas  Variable  Life  Insurance
Company ("AVLIC").

An  APPLAUSE!  II policy  will be  established  following  the  acceptance  of a
prospective Policyowner's application.  Generally, an application must specify a
minimum  Death  Benefit of $100,000 (or $50,000 if the  individual  named as the
Insured under the policy is 50 or older),  but lower  minimums may be requested.
An APPLAUSE! II Policy, once purchased, may be returned for a full refund for 13
days after the Issue Date.

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

The  prospectus  includes  a  summary  of the  most  important  features  of the
APPLAUSE!  II policy,  as well as a detailed  description  of the  APPLAUSE!  II
Policy,  including  a listing  of the  several  investment  portfolios  to which
Policyowners may allocate premium payments and information about AVLIC.  Several
appendices  follow the prospectus  narrative;  these include tables  designed to
illustrate  how cash values and Death  Benefits  may change with the  investment
experience  of the  investment  options  available to  Policyowners.  Historical
trends in the securities markets are also illustrated.

This  prospectus  must be  accompanied  by a prospectus  relating to each of the
investment portfolios available through APPLAUSE! II.

Although it is designed to provide life  insurance,  an  APPLAUSE!  II Policy is
nevertheless  considered  to  be a  security.  It  is  not a  deposit  with,  an
obligation  of, or  guaranteed  or endorsed by any banking  institution  through
which it may be purchased,  nor is it insured by the Federal  Deposit  Insurance
Corporation,  the Federal Reserve Board, or any other agency. The purchase of an
APPLAUSE!  II Policy thus involves investment risk,  including the possible loss
of  principal.  For  this  reason,  APPLAUSE!  II may  not be  suitable  for all
individuals  and it may not be  advantageous  to replace an  existing  insurance
Policy with an APPLAUSE!  II Policy or to use APPLAUSE!  II as a means to obtain
additional insurance protection.

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

The date of this Prospectus is May 1, 1997

                                                               APPLAUSE! II    1
<PAGE>
TABLE OF CONTENTS

Definitions............................................................      3
Summary................................................................      6
Ameritas Variable Life Insurance Company and the Account ..............     10
         Ameritas Variable Life Insurance Company......................     10
         Ameritas Variable Life Insurance Company Separate Account V...     10
         Performance Information.......................................     11
         The Funds.....................................................     11
         Investment Objectives and Policies Of The Funds' Portfolios...     12
         Fund Expense Summary..........................................     15
         Addition, Deletion or Substitution of Investments.............     17
         Fixed Account.................................................     17
Policy Benefits........................................................     18
         Purposes of the Policy........................................     18
         Death Benefit Proceeds........................................     18
         Death Benefit Options.........................................     18
         Methods of Affecting Insurance Protection.....................     20
         Duration of Policy............................................     20
         Accumulation Value............................................     20
         Benefits at Maturity..........................................     21
         Payment of Policy Benefits....................................     21
Policy Rights..........................................................     22
         Loan Benefits.................................................     22
         Surrenders....................................................     23
         Partial Withdrawals...........................................     23
         Transfers.....................................................     23
         Systematic Programs...........................................     24
         Free Look Privilege...........................................     24
         Exchange Privilege............................................     24
Payment and Allocation of Premiums.....................................     25
         Issuance of a Policy..........................................     25
         Premiums......................................................     25
         Allocation of Premiums and Accumulation Value.................     26
         Policy Lapse and Reinstatement................................     26
Charges and Deductions.................................................     27
         Deductions From Premium Payment...............................     27
         Charges from Accumulation Value...............................     27
         Surrender Charge..............................................     28
         Daily Charges Against the Account.............................     29
General Provisions.....................................................     30
Distribution of the Policies...........................................     32
Federal Tax Matters....................................................     32
Safekeeping of the Account's Assets....................................     34
Third Party Services...................................................     34
Voting Rights..........................................................     35
State Regulation of AVLIC..............................................     35
Executive Officers and Directors of AVLIC..............................     35
Legal Matters..........................................................     37
Legal Proceedings......................................................     37
Experts................................................................     37
Additional Information.................................................     37
Financial Statements...................................................     37
Ameritas Variable Life Insurance Company Separate Account V............     38
Ameritas Variable Life Insurance Company...............................     45
Appendices.............................................................     57

The Policy,  certain  funds,  and/or  certain  riders are not  available  in all
States.

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

2     APPLAUSE!  II   
<PAGE>
DEFINITIONS

ACCOUNT - This term refers to Separate Account V, a separate  investment account
established  by AVLIC to  receive  and invest  the Net  Premiums  paid under the
Policy  and  allocated  by  the  Policyowner  to the  Account.  The  Account  is
segregated  from the General  Account and all other  assets of AVLIC.  (See page
10.)

ACCRUED EXPENSE CHARGES - Any Monthly Deductions that are due and unpaid.

ACCUMULATION VALUE - The total amount that the Policy provides for investment at
any  time.  It is  equal  to the  total of the  Accumulation  Value  held in the
Account,  the Fixed  Account,  and any  Accumulation  Value held in the  General
Account which secures Outstanding Policy Debt. (See page 20.)

ADMINISTRATIVE  EXPENSE  CHARGE  - A  charge,  which  is  part  of  the  Monthly
Deduction, to cover the cost of administering the Policy. (See page 27.)

ASSET-BASED ADMINISTRATIVE EXPENSE CHARGE - A daily charge that is deducted from
the  overall   assets  of  the  Account  to  provide  for  expenses  of  ongoing
administrative services to the Policyowners as a group. (See page 30.)

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

AVLIC - Ameritas  Variable Life  Insurance  Company,  a Nebraska  stock company.
AVLIC's  Home Office is located at One  Ameritas  Way (5900 "O" Street) P.O. Box
82550, Lincoln, NE 68501

BENEFICIARY  - The  person or  persons to whom the Death  Benefit  Proceeds  are
payable  upon the  death of the  Insured.  (See  page 30 for  "Beneficiary"  and
"Change of Beneficiary".)

CONTINGENT  DEFERRED  ADMINISTRATIVE  CHARGE - An administrative  charge for the
underwriting, issuance and initial administration of the Policy that is deducted
upon Surrender of the Policy.  This charge is part of the Surrender Charge. (See
page 28.)

CONTINGENT  DEFERRED  SALES  CHARGE  - A sales  charge,  calculated  based  on a
percentage of premiums received,  is deducted upon Surrender of the Policy. This
charge is part of the Surrender Charge. (See page 28.)

COST OF INSURANCE - A charge  deducted  monthly from the  Accumulation  Value to
provide the life insurance protection; this charge may also include a Flat Extra
Rating Charge.  The Cost of Insurance is calculated  with reference to an annual
Cost of Insurance  Rate.  This rate is based on the  Insured's  sex,  Issue Age,
policy duration, Specified Amount, and risk class. The Cost of Insurance is part
of the Monthly Deduction. (See page 28.)

DECLARED  RATE - The interest  rate declared by AVLIC to be earned on amounts in
the Fixed  Account,  which AVLIC  guarantees to be no less than 3.5%.  (See page
17.)

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

DEATH BENEFIT PROCEEDS - The proceeds payable to the Beneficiary upon receipt by
AVLIC of  Satisfactory  Proof of Death of the  Insured  while  the  Policy is in
force. It is equal to: (l) the Death Benefit; (2) plus additional life insurance
proceeds  provided by any riders;  (3) minus any  Outstanding  Policy Debt;  (4)
minus any Accrued Expense Charges, including the Monthly Deduction for the month
of death. (See page 18.)

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

FIXED  ACCOUNT - An account that is a part of AVLIC's  General  Account to which
all or a portion of Net Premiums and transfers may be allocated for accumulation
at fixed rates of interest. (See page 17.)

GENERAL  ACCOUNT - The General  Account of AVLIC  includes all of AVLIC's assets
except those assets segregated into separate accounts, such as the Account.


                                                             APPLAUSE! II      3
<PAGE>
GRACE PERIOD - A 61 day period from the date  written  notice of lapse is mailed
to the  Policyowner's  last known address.  If the  Policyowner  makes a payment
during the Grace Period such that the Net Cash Surrender  Value of the Policy is
sufficient to pay the Monthly  Deduction,  the Policy will not lapse.  (See page
26.)

GUARANTEED  DEATH  BENEFIT  (IN MARYLAND, "GUARANTEED  DEATH BENEFIT TO  PREVENT
LAPSE")  PERIOD - The  number of years the  Guaranteed  Death  Benefit provision
will apply.  The  period  will  vary  based  upon  the  Insured's  Issue Age and
rating class.  The period ranges from 3 to 25 years, and may be restricted as  a
result  of  state  law.   This  benefit is provided without an additional policy
charge. (See page 18.)

GUARANTEED DEATH BENEFIT PREMIUM - A specified premium which, if paid in advance
on a monthly prorated basis, will keep the Policy in force during the Guaranteed
Death Benefit Period so long as other policy provisions are met, even if the Net
Cash Surrender Value is zero or less. (See page 18.)

INSURED - The person whose life is insured under the Policy.

INVESTMENT  OPTIONS - Refers to the Subaccounts and/or the Fixed Account offered
under this Policy.

ISSUE AGE - The age of the Insured at the Insured's  birthday nearest the Policy
Date.

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

MATURITY  BENEFITS - The amount  payable to the  Policyowner,  if the Insured is
living,  on the Maturity Date. The Maturity  Benefit is the  Accumulation  Value
less any Outstanding Policy Debt. (See page 21.)

MATURITY DATE - The date AVLIC pays any Maturity Benefit to the Policyowner,  if
the Insured is still living.

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

MONTHLY  DEDUCTION - The  deductions  taken from the  Accumulation  Value on the
Monthly  Activity Date.  These  deductions are equal to: (1) the current Cost of
Insurance; (2) the Administrative Expense Charge; and (3) rider charges, if any.
(See page 27.)

MORTALITY  AND EXPENSE  RISK CHARGE - a daily  charge that is deducted  from the
overall assets of the Account to provide for the risk that mortality and expense
costs may be greater than expected. (See page 29.)

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

NET POLICY FUNDING - Net Policy  Funding is the sum of all premiums  paid,  less
any partial withdrawals and less any Outstanding Policy Debt. (See page 25.)

NET PREMIUM - Premium paid less the Percent of Premium Charge (See page 26.)

OUTSTANDING  POLICY  DEBT - The  sum of all  unpaid  policy  loans  and  accrued
interest on policy loans. (See page 22.)

PERCENT OF PREMIUM  CHARGE - The amount  deducted from each premium  received to
cover certain  expenses,  expressed as a percentage of the premium.  This charge
may  include  a Sales  Load  Charge  and/or a Premium  Charge  for  Taxes.  (See
Deductions From Premium Payment, page 27.)

PLANNED  PERIODIC  PREMIUMS - A selected  schedule of equal premiums  payable at
fixed  intervals.  The Policyowner is not required to follow this schedule,  nor
does following this schedule  ensure that the Policy will remain in force unless
the payments meet the  requirements of the Guaranteed  Death Benefit.  (See page
25.)

POLICY - The Flexible Premium  Variable  Universal Life Insurance Policy offered
by AVLIC and described in this Prospectus.

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

4     APPLAUSE!  II      
<PAGE>
POLICY  ANNIVERSARY  DATE - The same day as the  Policy  Date for each  year the
Policy remains in force.

POLICY DATE - The effective date for all coverage  provided in the  application.
The Policy Date is used to determine Policy Anniversary Dates,  Policy Years and
Monthly Activity Dates. Policy  Anniversaries are measured from the Policy Date.
The Policy Date and the Issue Date will be the same unless: 1) an earlier Policy
Date is specifically  requested,  or 2) unless there are additional  premiums or
application amendments at time of delivery. (See Issuance of a Policy, page 25.)

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

PREMIUM CHARGE FOR TAXES - This charge,  which is part of the Percent of Premium
Charge, represents the amount AVLIC considers necessary to pay all premium taxes
imposed by the states and their  subdivisions  and to defray the tax cost due to
capitalizing  certain policy  acquisition  expenses as required under applicable
Federal  tax laws.  AVLIC  does not expect to derive a profit  from the  Premium
Charge for Taxes.

SALES LOAD CHARGE - This charge, which is part of the Percent of Premium Charge,
is designed to compensate  AVLIC for expenses  associated with  distributing the
Policy; no sales load charge is currently in effect.

SATISFACTORY PROOF OF DEATH - Means all of the following must be submitted:  
(1) A certified copy of the death  certificate;  
(2) A Claimant  Statement;  
(3) The Policy; and
(4) Any other  information  that  AVLIC may  reasonably require to establish the
    validity of the claim.

SPECIFIED  AMOUNT - The minimum Death  Benefit under the Policy,  as selected by
the Policyowner.

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

SURRENDER - The  termination  of the Policy  before the Maturity Date during the
Insured's life for the Net Cash Surrender Value.

SURRENDER CHARGE - This charge is assessed against the Accumulation Value of the
Policy if the Policy is Surrendered  before the 15th Policy Anniversary Date or,
in the case of an increase in the Specified Amount,  the 15th anniversary of the
increase.   The  Surrender  Charge  is  comprised  of  the  Contingent  Deferred
Administrative Charge and the Contingent Deferred Sales Charge (See page 28).

VALUATION  DATE - Any day on  which  the New  York  Stock  Exchange  is open for
trading.

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

                                                              APPLAUSE! II     5
<PAGE>
SUMMARY


The following summary of Prospectus information and diagram of the Policy should
be read in conjunction with the detailed information appearing elsewhere in this
Prospectus.  Unless otherwise indicated, the description of the Policy contained
in this  Prospectus  assumes  that the  Policy is in force and that  there is no
Outstanding Policy Debt.

                                Diagram of Policy


                                PREMIUM PAYMENTS
                       You can vary amount and frequency.

                                        |

                            DEDUCTIONS FROM PREMIUMS
                    Sales load and distribution expense - 0%*
                       Premium Charge for Taxes - 3.5% **

                                        |

                                   NET PREMIUM

You  direct  the net  premium  to be  invested  in the Fixed  Account  or to the
separate account which offers twenty six different  subaccounts.  The twenty six
subaccounts  invest in the  corresponding  portfolios  (Funds)  of the  Fidelity
Variable  Insurance Product Fund, the Fidelity Variable  Insurance Products Fund
II, the Alger American Fund, the MFS Variable Insurance Trust, or Morgan Stanley
Universal Trust.

                                        |                                       

                             DEDUCTIONS FROM ASSETS

Monthly charge for cost of insurance and cost of any riders.  Monthly charge for
administrative  expenses  $9.00 per month the  first  year,  $4.50***  per month
thereafter.

Daily  charge,  at an annual  rate of  1.00%****  for  Policy  Years  1-20,  and
0.65%****  thereafter,  from the subaccounts for mortality and expense risks and
administrative expenses. This charge is not deducted from Fixed Account assets.
           |                              |                           |        

    LIVING BENEFITS              RETIREMENT BENEFITS           DEATH BENEFITS

Partial  withdrawals   can   Loans may be taken at a net    Generally income tax
be   made   (subject    to   zero  interest  rate  after    free to beneficiary.
certain restrictions). The   ten   years.  
death   benefit  will   be                                  Available   as  lump
reduced   by   the  amount   Should  the   policy  lapse    sum  or   under  the
of the partial withdrawal.   while loans are outstanding    five  payment  meth-
                             the  portion  of  the  loan    ods   available   as
Up  to fifteen free trans-   attributable  to   earnings    retirement benefits.
fers   can  be  made  each   will  become  taxable dist-
year   between the Invest-   ributions. (See page 21).  
ment  Options.               
                             Payment can be taken under 
Accelerated payment  of up   one  or  more  of five dif-                       
to  50%  of  the    lowest   ferent payment options.    
scheduled  death   benefit   
is  available  under  cer-   
tain  conditions to insur-                               
eds  suffering from termi-    
nal illness.             

The  policy  may  be  sur-
rendered  at any time  for                
its   net cash   surrender                
value.                                    
                                          
Because     the    company
incurs    expenses   imme-
diately upon  the issuance
of  the  policy   that are
recovered  over  a  period
of years,  a  policy  sur-
render  prior to the  fif-
teenth  anniversary   date
will be assessed  a   sur-
render charge   consisting
of the contingent   defer-
red  sales charge  and the
contingent   deferred  ad-
ministrative   charge. The
charge decreases each year
until  no surrender charge
is  applied   after    the
fifteenth   policy   year.
Increases in coverage 
after issue will also have
a    surrender      charge
associated with them. (See
pages 22 and 27).


*     maximum charge 2.5%
**    maximum charge 5.0%
***   maximum charge $9.00/mo.
****  maximum charge 1.25%

6     APPLAUSE!  II   
<PAGE>
SUMMARY

The following summary is intended to highlight the most important features of an
APPLAUSE!  II Policy that you, as a prospective  Policyowner,  should  consider.
More detailed  information  is contained in the main portion of the  prospectus;
cross-references are provided for your convenience.  As you review this Summary,
take note of those terms that appear in italics.  A definition  of each of these
italicized  terms is included in the glossary  that appears on page ____ of this
prospectus.  Both this  summary and the  prospectus  of which it is a part,  are
qualified in their entirety by the terms of the APPLAUSE! II  Policy,  which  is
available upon request from AVLIC.

WHO IS THE ISSUER OF AN APPLAUSE! II POLICY?
AVLIC is the  issuer of each  APPLAUSE!  II Policy.  AVLIC  enjoys a rating of A
(Excellent) from A.M. Best Company,  a firm that analyzes insurance carriers and
a rating of AA (Excellent) from Standard & Poor's  Corporation for claims-paying
ability.  A stock life  insurance  company  organized  in  Nebraska,  AVLIC is a
wholly-owned subsidiary of AMAL Corporation which is, in turn, owned by Ameritas
Life Insurance Corp.  ("Ameritas") and AmerUs Life Insurance Company ("AmerUs").
Ameritas,  AmerUs Life and AMAL Corporation  guarantee the obligations of AVLIC,
including  the  obligations  of AVLIC  under each  APPLAUSE!  II  Policy;  taken
together,  these  companies have aggregate  assets of over  $7.2 billion  as  of
December 31, 1996. (page 10)

WHY SHOULD I CONSIDER PURCHASING AN APPLAUSE! II POLICY?
The  primary  purpose of an  APPLAUSE!  II Policy is to provide  life  insurance
protection on the Insured  named in the Policy.  This means that, so long as the
Policy is in force, it will provide for:

|X| payment of a Death  Benefit,  which  will never be less than the  Specified
    Amount  selected by the Policyowner  (page 18) 
|X| policy loan,  Surrender and withdrawal  features  (page 23) 
|X| the  payment of  Maturity  Benefits to the Policyowner, if living, on the 
    Maturity Date (page 21).

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

HOW DOES THE INVESTMENT COMPONENT OF MY APPLAUSE! II POLICY WORK?
AVLIC has  established  an Account,  which is separate  from all other assets of
AVLIC,  as a vehicle to receive and invest premiums  received from APPLAUSE!  II
Policyowners  and owners of  certain  other  variable  universal  life  products
offered by AVLIC.  The  Account  is  divided  into  separate  Subaccounts.  Each
Subaccount  invests  exclusively in shares of one of the  investment  portfolios
available  through  APPLAUSE!  II. Each Policyowner may allocate Net Premiums to
one or more Subaccounts,  or to AVLIC's Fixed Account in the initial application
and these allocations may be changed,  without charge, by notifying AVLIC's Home
Office.  The aggregate  value of your interests in the Subaccounts and the Fixed
Account will  represent  the cash or  Accumulation  Value of your  APPLAUSE!  II
Policy. (page 20)

WHAT INVESTMENT OPTIONS ARE AVAILABLE THROUGH THE APPLAUSE! II POLICY?
The investment  options  available  through  APPLAUSE!  II include 26 investment
portfolios,  each of which is a  separate  series of a mutual  fund  managed  by
Fidelity Management, Fred Alger Management,  Massachusetts Financial Services or
Morgan Stanley Asset Management. These portfolios are:


|X|FIDELITY MANAGEMENT:
                                       Money Market Portfolio
                                       Equity-Income Portfolio
                                          Growth Portfolio
                                        High Income Portfolio
                                         Overseas Portfolio
                                       Asset Manager Portfolio
                                   Investment Grade Bond Portfolio
                                   Asset Manager: Growth Portfolio
                                         Index 500 Portfolio
                                        Contrafund Portfolio

|X|FRED ALGER MANAGEMENT:
                                          Growth Portfolio
                                    Income and Growth Portfolio
                                   Small Capitalization Portfolio
                                          Balanced Portfolio
                                       MidCap Growth Portfolio
                                      Leveraged AllCap Portfolio

                                                               APPLAUSE! II    7
<PAGE>
|X|MASSACHUSETTS FINANCIAL SERVICES:
                                        Emerging Growth Portfolio
                                           Utilities Portfolio
                                        World Governments Portfolio
                                            Research Portfolio
                                            Growth With Income

|X|MORGAN STANLEY ASSET MANAGEMENT:
                                         Emerging Markets Equity
                                              Global Equity
                                          International Magnum
                                               Asian Equity
                                             U.S. Real Estate


Details about the  investment  objectives  and policies of each of the available
investment  portfolios,  including management fees and expenses,  appear on page
12 of this prospectus.  In addition to the listed portfolios,  Policyowners may
also elect to allocate Net Premiums to AVLIC's Fixed Account (page 17).

HOW DOES THE LIFE INSURANCE COMPONENT OF AN APPLAUSE! II POLICY WORK?
An APPLAUSE!  II Policy provides for the payment of a minimum Death Benefit upon
the death of the Insured.  The amount of the minimum Death Benefit  ---sometimes
referred to as the Specified Amount of your APPLAUSE! II Policy --- is chosen by
you at the time your APPLAUSE! II Policy is established.  However, Death Benefit
Proceeds  -- the  actual  amount  that will be paid  after  receipt  by AVLIC of
Satisfactory  Proof of Death of the  Insured  -- will vary over the life of your
APPLAUSE!  II Policy,  depending on which of the two available  coverage options
you select.

If you choose Option A, Death Benefit Proceeds  payable under your APPLAUSE!  II
Policy  will  be the  Specified  Amount  of  your  APPLAUSE!  II  Policy  OR the
applicable  percentage of its Accumulation  Value,  whichever is greater. If you
choose Option B, Death Benefit Proceeds  payable under your APPLAUSE!  II Policy
will be the Specified  Amount of your APPLAUSE!  II Policy PLUS the Accumulation
Value of your APPLAUSE! II Policy, or if it is higher, the applicable percentage
of the  Accumulation  Value on the date of death. In either case, the applicable
percentage is  established  based on the age of the Insured at the date of death
(page 18).

ARE THERE ANY RISKS INVOLVED IN OWNING AN APPLAUSE! II POLICY?
Yes. Over the life of your  APPLAUSE!  II Policy,  the  Subaccounts to which you
allocate  your  premiums  will  fluctuate  in response to movements in the stock
market and overall economic factors. These fluctuations will be reflected in the
Accumulation  Value  of your  APPLAUSE!  II  Policy  and may  result  in loss of
principal.  For this reason,  the purchase of an APPLAUSE!  II Policy may not be
suitable  for all  individuals  and it may not be  advantageous  to  replace  or
augment  your  existing  insurance  arrangements  with an  APPLAUSE!  II Policy.
Appendix A includes  tables  illustrating  the impact that  hypothetical  market
returns  would have on  Accumulation  Values under an APPLAUSE!  II Policy (page
57).

WHAT IS THE PREMIUM THAT MUST BE PAID TO KEEP AN APPLAUSE! II POLICY IN FORCE?
Like traditional life insurance  policies,  an APPLAUSE!  II Policy requires the
payment of periodic  premiums in order to keep the Policy in force.  You will be
asked to establish a payment  schedule  before your APPLAUSE!  II Policy becomes
effective.

The distinction between traditional life policies and an APPLAUSE!  II Policy is
that an APPLAUSE!  II Policy will not lapse simply because premium  payments are
not made in accordance  with that payment  schedule.  However,  an APPLAUSE!  II
Policy will lapse,  even if scheduled premium payments are made, if the Net Cash
Surrender Value of your APPLAUSE! II Policy falls below zero or premiums paid do
not, in the  aggregate,  equal the premium  necessary to maintain the Guaranteed
Death Benefit (page 26).

HOW ARE PREMIUMS PAID, PROCESSED AND CREDITED TO ME?
Your  APPLAUSE!  II  Policy  will be issued  after a  completed  application  is
accepted,  and the initial  premium  payment is  received,  by AVLIC at its Home
Office.  AVLIC's  Home Office is located at One Ameritas  Way,  5900 "O" Street,
P.O. Box 82550, Lincoln, NE 68501. Your initial premium will be allocated to the
Money Market  Subaccount  for 13 days  following the Issue Date,  and thereafter
will be allocated to the  Subaccounts  and/or the Fixed  Account,  in accordance
with selections made by you in your  application.  You have the right to examine
your  APPLAUSE!  II Policy and return it for a refund for a limited  time,  even
after the Issue Date (page 25).

Subsequent premium payments may be made in accordance with your Planned Periodic
Premium  schedule;  although  you are not  required  to do so.  AVLIC  will send
premium  payment  notices to you,  however,  in accordance with any schedule you
select. When your premium payment is received by AVLIC at its Home Office, AVLIC
will deduct any applicable  premium  charges and allocate the Net Premium to the
Subaccounts and/or the Fixed Account,  in accordance with selections made by you
(page 26).

8    APPLAUSE! II
<PAGE>
As already noted, APPLAUSE! II provides Policyowners considerable flexibility in
determining the frequency and amount of premium  payments.  This  flexibility is
not,  however,  unlimited  and  you  should  keep  certain  factors  in  mind in
determining  the  payment  schedule  that is best  suited to your  needs.  These
include the amount of the  Guaranteed  Death Benefit  Premium  and/or Net Policy
Funding requirement needed to keep your APPLAUSE! II Policy in force (page 25);
maximum premium limitations  established under the Federal tax laws (page 26);
and the impact that reduced premium  payments may have on the Net Cash Surrender
Value of your APPLAUSE! II Policy (page 21).

IS THE  ACCUMULATION  VALUE OF MY  APPLAUSE!  II  POLICY  AVAILABLE  BEFORE  THE
MATURITY DATE WITHOUT SURRENDER? Yes. You may access the value of your APPLAUSE!
II Policy in one of two  ways.  First,  you may  obtain a loan,  secured  by the
Accumulation  Value of your  APPLAUSE!  II Policy  following  its  first  Policy
Anniversary.  The maximum  interest  rate on any such loan is 6%  annually;  the
current  rate is 5.5%  annually.  After the tenth  Policy  Anniversary,  you may
borrow  against  a  limited  amount  of the Net  Cash  Surrender  Value  of your
APPLAUSE!  II Policy at a maximum  annual  interest rate of 4%; the current rate
for such loans is 3.5% annually (page 22).

You may also  access the value of your  APPLAUSE!  II Policy by making a partial
withdrawal.  A partial  withdrawal is not subject to Surrender  Charges,  but is
subject to a maximum charge not to exceed the lesser of $50 or 2% of the  amount
withdrawn (currently, the partial withdrawal  charge is the lesser of $25 or 2%)
(page 23).

ARE THERE ANY OTHER CHARGES ASSOCIATED WITH OWNERSHIP OF AN APPLAUSE! II POLICY?
AVLIC is authorized to deduct a Percent of Premium Charge, which includes both a
sales charge and a Premium  Charge for Taxes.  The sales charge,  of up to 2.5%,
may be deducted from each premium payment made on an APPLAUSE!  II Policy. As of
the date of this  prospectus,  however,  this sales charge is not being applied.
Certain  states  impose  premium and other taxes in  connection  with  insurance
policies such as APPLAUSE! II. AVLIC may deduct up to 5% of each premium paid as
a Premium Charge for Taxes. Currently, 3.5% is deducted for this purpose.

Charges  are also  deducted  against  Accumulation  Value  to cover  the Cost of
Insurance  under the  Policy  and to  compensate  AVLIC for  administering  each
individual  APPLAUSE!  II Policy.  These charges,  which are part of the Monthly
Deduction,  are calculated  and paid on each Monthly  Activity Date. The Cost of
Insurance  is  calculated  based on risk  factors  relating  to the  Insured  as
reflected in relevant  actuarial  tables.  The Monthly Deduction also includes a
flat  Administrative  Expense  Charge.  This charge,  currently  fixed at $9 per
policy per month for the first Policy Year and $4.50 for later Policy Years, may
be increased during the life of your APPLAUSE!  II Policy, up to a guaranteed $9
maximum (page 27).

For  its  services  in   administering   the  Account  and  Subaccounts  and  as
compensation  for bearing  certain  mortality and expense  risks,  AVLIC is also
entitled to receive fees,  which are calculated  daily during the first 20 years
of each APPLAUSE!  II Policy,  at a combined current annual rate of 1.00% of the
value of the net assets of the Account.  After the 20th Policy Anniversary Date,
the  combined  current  annual rate is expected to decrease to .65% of the daily
net assets of the  Account.  No  Mortality  and  Expense  Risk  Charges  will be
deducted from the amount in the Fixed Account. (page 29).

Finally,  because  AVLIC  incurs  expenses  immediately  upon the issuance of an
APPLAUSE!  II Policy that are recovered over a period of years, an APPLAUSE!  II
Policy that is Surrendered before its 15th Policy Anniversary Date is subject to
a Surrender  Charge.  The maximum Surrender Charge is $48 per $1000 of Specified
Amount;  additional  Surrender  Charges may apply if you increase the  Specified
Amount  of your  APPLAUSE!  II  Policy.  Because  the  Surrender  Charge  may be
significant  upon early  Surrender,  you should purchase an APPLAUSE!  II Policy
only if you intend to maintain your APPLAUSE! II Policy for a substantial period
(page 28).

Policyowners  who  choose  to  allocate  Net  Premiums  to  one or  more  of the
Subaccounts  will also bear a pro rata share of the management fees and expenses
paid by each of the  investment  portfolios  in which  the  various  Subaccounts
invest.  No such management fees are assessed against Net Premiums  allocated to
the Fixed Account (page 30).

WHEN DOES MY APPLAUSE! II POLICY TERMINATE?
You may terminate your APPLAUSE! II Policy by surrendering the policy during the
lifetime of the Insured  for  its Net Cash Surrender  Value (page 23).  As noted
above,  your  APPLAUSE!  II Policy will  terminate  if you fail to pay  required
premiums or maintain sufficient Net Cash Surrender Value to cover policy charges
(page 20).

Finally,  your  APPLAUSE!  II Policy will  terminate on its Maturity Date if the
named  Insured  is living on that date  unless  you have  elected  the  Extended
Maturity Option (page 21). The Maturity Date is the Policy  Anniversary  nearest
to the Insured's  100th  birthday.  On the Maturity Date,  AVLIC will pay to the
Policyowner  an amount --  referred to as the  Maturity  Benefit -- equal to the
Accumulation Value of your APPLAUSE! II Policy, less any Outstanding Policy Debt
(page 21).
                                                            
                                                             APPLAUSE! II      9
<PAGE>
AMERITAS VARIABLE LIFE INSURANCE COMPANY AND THE ACCOUNT
AMERITAS VARIABLE LIFE INSURANCE COMPANY

Ameritas  Variable Life  Insurance  Company  ("AVLIC") is a stock life insurance
company  organized in the State of Nebraska.  AVLIC was incorporated on June 22,
1983 and commenced  business  December 29, 1983. AVLIC is currently  licensed to
sell  life  insurance  in 46  states,  and the  District  of  Columbia.  AVLIC's
financial statements may be found at page 45.

AVLIC  is a  wholly-owned  subsidiary  of AMAL  Corporation,  a  Nebraska  stock
company.  AMAL  Corporation is a joint venture of Ameritas Life Insurance  Corp.
("Ameritas"),  which owns a majority  interest in AMAL  Corporation;  and AmerUs
Life Insurance  Company  ("AmerUs Life",  formerly known as American Mutual Life
Insurance Company), an Iowa stock life insurance company,  which owns a minority
interest in AMAL Corporation. The Home Offices of both AVLIC and Ameritas are at
One Ameritas Way, 5900 "O" Street, P.O. Box 82550, Lincoln, Nebraska 68501.

On April 1, 1996 Ameritas Life consummated an agreement with AmerUs Life whereby
AVLIC became a wholly-owned  subsidiary of a newly formed holding company,  AMAL
Corporation.  Under terms of the agreement the AMAL Corporation is 66% owned  by
Ameritas Life and 34% owned by AmerUs Life.  AmerUs Life has options to purchase
an  additional interest in AMAL Corporation if certain conditions are met. There
are no other owners of 5% or more of the outstanding voting securities of AVLIC.

Ameritas and its subsidiaries had total assets at December 31, 1996 of over $2.9
billion.  AmerUs  Life had total  assets as of  December  31, 1996 of over $ 4.3
billion.

AVLIC has a rating of A (Excellent) from A.M. Best Company, a firm that analyzes
insurance carriers,  and a rating of AA ("Excellent") from Standard & Poor's for
claims-paying ability. Ameritas enjoys a long standing A+ (Superior) rating from
A.M. Best.

Ameritas,  AmerUs Life and AMAL Corporation  guarantee the obligations of AVLIC.
This  guarantee  will continue  until AVLIC is  recognized by a national  rating
agency as having a financial  rating equal to or greater than Ameritas  Life, or
until AVLIC is acquired by another  insurance company who has a financial rating
by a national  rating agency equal to or greater than Ameritas and who agrees to
assume the  guarantee;  provided  that if AmerUs Life sells its interest in AMAL
Corporation  to  another  insurance  company  who has a  financial  rating  by a
national  rating  agency equal to or greater  than that of AmerUs Life,  and the
purchaser assumes the guarantee, AmerUs Life will be relieved of its obligations
under the Guarantee.

Ameritas  Investment  Corp.,  the principal  underwriter  of the  policies,  may
publish in  advertisements  and reports to  Policyowners,  the ratings and other
information  assigned to Ameritas  and AVLIC by one or more  independent  rating
services  and charts and other  information  concerning  dollar cost  averaging,
portfolio  rebalancing,  earnings sweep,  tax-deference,  asset  allocations and
other investment methods. The purpose of the ratings is to reflect the financial
strength and/or claims-paying ability of AVLIC. The ratings do not relate to the
performance of the Account.


AMERITAS VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT V

Ameritas  Variable Life Insurance Company Separate Account V ("the Account") was
established under Nebraska law on August 28, 1985. The assets of the Account are
held by AVLIC  segregated  from all of AVLIC's other assets,  are not chargeable
with liabilities arising out of any other business which AVLIC may conduct,  and
income, gains, or losses of AVLIC. Although the assets maintained in the Account
will not be charged with any liabilities  arising out of AVLIC's other business,
all  obligations  arising under the Policies are  liabilities  of AVLIC who will
maintain  assets in the  Account of a total  market  value at least equal to the
reserve and other contract  liabilities of the Account.  The Account will at all
times contain assets equal to or greater than  Accumulation  Values  invested in
the Account.  Nevertheless,  to the extent assets in the Account  exceed AVLIC's
liabilities in the Account, the assets are available to cover the liabilities of
AVLIC's General Account. AVLIC may, from time to time, withdraw assets available
to cover the General Account obligations.

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

10     APPLAUSE! II
<PAGE>

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

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

THE FUNDS
There are  currently  twenty-six  Subaccounts  within the Account  available  to
Policyowners for new allocations.  The assets of each Subaccount are invested in
shares  of a  corresponding  portfolio  of  one of the  following  mutual  funds
(collectively,  the "Funds"):  Variable Insurance Products Fund and the Variable
Insurance Products Fund II,  (respectively,  "VIPF" and "VIPF II";  collectively
"Fidelity Funds"); the Alger American Fund ("Alger American Fund"); MFS Variable
Insurance Trust ("MFS Trust"); and Morgan Stanley Universal Funds, Inc. ("Morgan
Stanley Fund"). VIPF, which is managed by Fidelity Management & Research Company
("Fidelity"),  offers the following  portfolios:  Money  Market,  Equity-Income,
Growth, High Income and Overseas Portfolios.  VIPF II, also managed by Fidelity,
offers the following  portfolios:  Asset Manager,  Investment  Grade Bond, Asset
Manager: Growth, Index 500, and Contrafund Portfolios.  The Alger American Fund,
which is managed by Fred Alger Management, Inc. ("Alger Management"), offers the
following  portfolios:  Alger American Growth ("Growth"),  Alger American Income
and Growth ("Income and Growth"),  Alger American Small  Capitalization  ("Small
Capitalization"),  Alger American Balanced  ("Balanced"),  Alger American MidCap
Growth  ("MidCap  Growth"),  and Alger  American  Leveraged  AllCap  ("Leveraged
AllCap") Portfolios.  The MFS Trust, managed by Massachusetts Financial Services
Company  ("MFS Co."),  offers the  following  portfolios or series in connection
with this Policy: MFS Emerging Growth, MFS Utilities, MFS World Governments, MFS
Research  and MFS  Growth  With  Income.  The  Morgan  Stanley  Fund  offers the
following  portfolios in connection with the Policy, all of which are managed by
Morgan Stanley Asset Management Inc. ("MSAM"):  Emerging Markets Equity,  Global
Equity, International Magnum, Asian Equity and U.S. Real Estate Portfolios. Each
Fund is registered  with the SEC under the Investment  Company Act of 1940 as an
open-end management investment company.

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

The investment  objectives and policies of each portfolio are summarized  below.
There is no  assurance  that any of the  portfolios  will  achieve  their stated
objectives.  More detailed  information,  including a description  of investment
objectives, policies,  restrictions,  expenses and risks, is in the prospectuses
for each of the Funds,  which must  accompany  or precede this  Prospectus.  All
underlying fund information,  including Fund prospectuses,  has been provided to
AVLIC  by the  underlying  Funds.  AVLIC  has not  independently  verified  this
information. One or more of the Portfolios may employ investment techniques that
involve certain risks,  including  investing in non-investment  grade, high risk
debt  securities,  entering into  repurchase  agreements and reverse  repurchase
agreements,  lending portfolio securities,  engaging in "short sales against the
box,"  investing in  instruments  issued by foreign  banks,  entering  into firm
commitment  agreements and investing in warrants and restricted  securities.  In
addition, certain of the portfolios may invest in securities of foreign issuers.

The  Leveraged  AllCap  Portfolio  may borrow money to increase its portfolio of
securities, and may purchase or sell options and enter into futures contracts on
securities  indexes  to  increase  gain or to hedge the value of the  Portfolio.
Certain of the  portfolios  are permitted to invest a portion of their assets in
non-investment  grade, high risk debt securities;  these portfolios  include The
High Income,  Equity-Income,  Asset Manager: Growth, Asset Manager Portfolios of
the  Fidelity  Funds,  and  the  Research  Portfolio  of the MFS  Fund.  Certain
portfolios  are  designed  to  invest a  substantial  portion  of  their  assets
overseas,  such as the Overseas  Portfolio of VIPF and the International  Magnum
Portfolio of the Morgan Stanley Fund. Other  portfolios  invest primarily in the
securities  markets  of  emerging  nations.  Investments  of this  type  involve
different  risks than  investments in more  established  economies,  and will be
affected by greater  volatility of currency  exchange rates and overall economic
and political  factors.  Such portfolios include the Emerging Markets Equity and
Asian Equity  Portfolios of the Morgan Stanley Fund. The Emerging Markets Equity
Portfolio may also invest in non-investment grade, high risk debt securities and
securities of Russian  companies.  Investment  in Russian  companies may involve
risks  associated with that nation's system of share  registration  and custody.
Securities of non-U.S.  issuers (including issuers in emerging nations) may also
be purchased by each of the  portfolios  of the MFS Trust and the Global  Equity
Portfolio of the Morgan  Stanley  Fund.  Investments  acquired by the U.S.  Real
Estate  Portfolio  of the  Morgan  Stanley  Fund  may be  subject  to the  risks
associated  with the direct  ownership of real estate and direct  investments in
real estate investment  trusts.  Further  information about the risks associated
with  investments  in each of the  Funds  and  their  respective  portfolios  is
contained in the prospectus relating to that Fund. These prospectuses,  together
with this Prospectus, should be read carefully and retained.

                                                             APPLAUSE! II     11
<PAGE>
Each  Policyowner  should   periodically   consider  the  allocation  among  the
Subaccounts  in light of current  market  conditions  and the  investment  risks
attendant to investing in the Funds' various portfolios.

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

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

<TABLE>
<CAPTION>
FIDELITY FUNDS

PORTFOLIO                  INVESTMENT POLICIES                                     OBJECTIVE
<S>                       <C>                                                     <C>   
Money Market1              High-quality U.S. dollar denominated money market       Seeks to obtain as high a level of current 
                           instruments of domestic and foreign Issuers.            income as is consistent with preserving    
                           (Commercial Paper, Certificate of Deposit.)             capital and providing liquidity.            
                                                                                   

Equity-Income1             At least 65% in income producing common or preferred    Seeks reasonable income by investing primarily 
                           stock.  The remainder will normally be invested in      in income producing equity securities.  The goal 
                           convertible and non-convertible debt obligations.       is to achieve a yield in excess of the composite
                                                                                   yield of the Standard & Poor's 500 Composite  
                                                                                   Stock Price Index. 
                                                                                    
Growth1                    Portfolio purchases normally will be common stocks of   Seeks to achieve capital appreciation by 
                           both  well-known established companies and smaller,     investing primarily in common stocks.  
                           less-known companies,  although the investments  are    
                           not  restricted  to any one  type   of   security. 
                           Dividend income will only be  considered  if it might
                           have an effect on stock values.  

High Income1               At  least  65%  in  income   producing  debt            Seeks to obtain a high level of current income  
                           securities and preferred stocks, up to 20% in common    by investing in high income producing lower- 
                           stocks  and other  equity securities,  and up to 15%    rated debt securities (sometimes called "junk
                           in securities  subject to restriction on resale.        bonds"), preferred stocks including covertible   
                                                                                   securities and restricted securities.

Overseas1                  At  least  65%  invested  in  securities  of  issuers   Seeks long-term growth of capital primarily 
                           outside  of  North America.  Most issuers will be       through investments in foreign securities.
                           located in developed  countries in the Americas, the
                           Far East  and  Pacific  Basin,  Scandinavia  and
                           Western Europe.  While  the primary purchases will be
                           common stocks, all types of securities may be 
                           purchased.

Asset Manager2             Equities (Growth, High Dividends, Utility),  bonds      Seeks to obtain high total return with reduced 
                           (Government, Agency, Mortgage  backed,  Convertible     risk over the long term by allocating its assets
                           and Zero Coupon) and money  market  instruments.        among domestic and foreign stocks, bonds, and 
                                                                                   short-term fixed-income securities.
12     APPLAUSE! II
<PAGE>
Investment                 A portfolio of investment grade fixed-income            Seeks as high a level of current income as is 
Grade Bond2                securities with a dollar weighted average maturity      consistent with the preservation of capital.
                           of less than ten years.             

Asset Manager:             Focuses on stocks for high potential returns but also   Seeks to maximize total return by allocating its
Growth2                    purchases bonds and short-term instruments.             assets among foreign and domestic stocks, bonds,
                                                                                   short-term instruments and other investments.

Index 500 2                At least 80% (65% if fund assets are below              Seeks investment results that correspond to the 
                           $20 million) in equity securities of companies that     total return of common stocks of companies that  
                           compose the Standard & Poor's 500.  Also purchases      compose the Standard & Poor's 500.
                           short-term debt securities for cash management          
                           purposes and uses various investment techniques, such
                           as futures contracts, to adjust its exposure to the
                           Standard & Poor's 500.

Contrafund2                Portfolio  purchases will normally be common stock or   Seeks long-term capital appreciation.
                           securities convertible into common stock of companies
                           believed to be undervalued due to an overly 
                           pessimistic appraisal by the public.
</TABLE>

         1 VIPF
         2 VIPF II

<TABLE>
<CAPTION>
ALGER
AMERICAN FUND

PORTFOLIO                  INVESTMENT POLICIES                                      OBJECTIVE
<S>                       <C>                                                      <C> 
Growth                     The  Portfolio  will  invest its assets in  companies    Seeks long-term capital appreciation. 
                           whose securities are traded on domestic stock  
                           exchanges or in the  over-the-counter market. Except
                           during temporary defensive periods, the Portfolio 
                           will invest at least 65% of its total assets in the 
                           securities of companies that have a  total market 
                           capitalization of $1 billion or greater.

Income and                 The  Portfolio  attempts  to  invest  100%  of its       Seeks to provide a high level of dividend
Growth                     assets, and except during temporary defensive            income to the extent consistent with prudent
                           periods, it is a fundamental policy of the Portfolio     investment management.  Capital appreciation
                           to invest, at least 65% of its total assets in           is a secondary objective of the Portfolio.
                           dividend paying equity securities.
                                                                     

Small Capitalization       Except during temporary defensive periods, the           Seeks long-term capital appreciation. 
                           Portfolio invests at least 65% of its total assets 
                           in equity securities of companies that, at the time 
                           of purchase of the securities, have total market 
                           capitalization within the range of companies 
                           included in the Russell 2000 Growth Index or the S&P 
                           SmallCap 600 Index, updated quarterly. The Portfolio
                           may invest up to 35% of its total assets in equity 
                           securities of  companies that, at the time of 
                           purchase, have total market capitalization outside 
                           the range of companies included in those Indexes and
                           in excess of that amount (up to 100% of its assets) 
                           during temporary defensive periods.

                                                             APPLAUSE! II     13
<PAGE>
Balanced                   The Portfolio will invest its assets in common stocks    Seeks current income and long-term capital
                           and investment grade preferred  stock  and  debt         appreciation by investment in common stocks
                           securities  as  well  as  securities  convertible        and fixed income securities, with emphasis
                           into common stocks.  Except during defensive periods,    on income producing securities which appear to
                           it is anticipated that 25% of the portfolio assets       have some potential for capital appreciation.
                           will be invested in fixed income senior securities.

MidCap Growth              Except during temporary defensive periods, the           Seeks long-term capital appreciation.
                           Portfolio invests at least 65% of its total assets in
                           equity securities of companies that, at the time of
                           purchase of the securities, have total market 
                           capitalization within the range of companies included
                           in the S&P MidCap 400 Index, updated quarterly.
                           The S&P MidCap 400  Index is designed to track the 
                           performance of medium capitalization companies.  The
                           Portfolio may invest up to 35% of its  total assets
                           in securities that, at the time of purchase, have
                           total market capitalization outside the range of 
                           companies included in the S&P MidCap 400 Index and in
                           excess of that amount (up to 100% of its assets) 
                           during temporary defensive periods.

Leveraged AllCap           Invests  at least 85% of net assets in equity            Seeks long-term capital appreciation.
                           securities of companies of any size, except during
                           defensive  periods.  May  purchase  put and call 
                           options and sell covered  options to  increase  gain
                           and to hedge.  May enter into  futures contracts and
                           purchase and sell options on  these  futures  
                           contracts.  May also borrow money for purchase of
                           additional securities.


MFS FUNDS
PORTFOLIO                  INVESTMENT POLICIES                                      OBJECTIVE

Emerging Growth Series     At least 80% normally will be invested  in equity        Seeks to provide long-term capital growth;  
                           securities of emerging growth companies.  Up to 25%      dividend and interest income is incidental.
                           may be invested in  foreign  securities not including
                           ADRs.

Utilities Series           At least 65%, but up to 100%  normally will be           Seeks capital growth and current income (above
                           invested  in  equity and debt securities of both         that available from a portfolio invested 
                           domestic and foreign companies in the  utilities         entirely in equity securities).
                           industry.  Normally,   not  more  than  35%  will  be
                           invested  in  equity  and   debt securities of 
                           issuers in other industries,  including   foreign
                           securities, emerging market securities and non-dollar
                           denominated securities.

World Governments Series   At least  80%  normally  will be invested  in  debt      Seeks to provide long-term growth of capital and
                           securities.   May invest up to 100%  of  assets  in      future income.
                           foreign securities, including emerging market
                           securities.

Research Series            Invests  in  common  stocks or securities convertible    Seeks to provide long-term growth of capital
                           into common  stocks of companies believed to possess     and future income.
                           better than average prospects for long-term  growth.
                           Up to 10% may be invested in  non-investment
                           grade  debt;  up to 20% may be  invested  in  foreign
                           securities (including emerging market issues.)

Growth With Income Series  At least 65% will  normally  be  invested  in common     Seeks to provide reasonable current income and
                           stocks or  securities convertible into common stocks     long-term growth of capital and income.
                           of companies  believed to have  long-term prospects
                           for growth and  income. Expects  to  invest not  more
                           than 15% in foreign securities (including emerging
                           market issues.)                                
</TABLE>
14     APPLAUSE! II
<PAGE>
<TABLE>
<CAPTION>
MORGAN STANLEY
FUNDS

PORTFOLIO                  INVESTMENT POLICIES                                      OBJECTIVE
<S>                       <C>                                                      <C>
Emerging Markets Equity    Invests primarily in equity securities of emerging       Long-term capital appreciation.
                           market country issuers with a focus on those countries
                           whose economies the portfolio's adviser believes to 
                           be developing strongly and in which markets are 
                           becoming more sophisticated.

Global Equity              Invests  primarily  in equity  securities  of            Long-term capital appreciation.
                           issuers throughout the world, including  U.S.
                           issuers and emerging market countries, using an 
                           approach that is oriented to the selection of 
                           individual stocks that the portfolio's adviser 
                           believes are undervalued.

International Magnum       Invests  primarily  in equity  securities  of            Long-term capital appreciation.
                           non-U.S. issuers, generally in accordance with 
                           weightings determined by the portfolio's adviser, in
                           countries comprising the Morgan Stanley Capital 
                           International Europe, Australia, Far East Index, 
                           commonly known as the "EAFE Index."

Asian Equity               Invests  primarily  in equity  securities  of            Long-term capital appreciation.
                           Asian   issuers,    excluding Japan, using an
                           approach that is oriented  to the  selection  of
                           individual stocks believed  by  the portfolio's 
                           adviser to be undervalued.

U.S. Real Estate           Invests primarily in equity securities of companies      Above-average current income and long
                           primarily engaged in the U.S. real estate industry,      term capital appreciation.
                           including real estate investment trusts. 
</TABLE>

FUND EXPENSE SUMMARY

The  information  shown below relating to the Funds was provided to AVLIC by the
Funds and AVLIC has not  independently  verified such  information.  Each of the
Funds is managed by an investment  advisory  organization that is not affiliated
with AVLIC. Each such organization is entitled to receive a fee for its services
based on the  value of the  relevant  portfolio's  net  assets.  The  amount  of
expenses,  including  the asset based  advisory fee referred to above,  borne by
each portfolio for the fiscal year ended December 31, 1996, was as follows:

<TABLE>
<CAPTION>

PORTFOLIO                      INVESTMENT ADVISORY AND              OTHER EXPENSES                     TOTAL
                                     MANAGEMENT

                            Figures presented may reflect     Figures presented may reflect    Figures presented
                                expense reimbursement         expense reimbursement            may reflect expense
                                                                                                  reimbursement
<S>                                   <C>                                <C>                          <C>    
FIDELITY
Money Market                           .21%                               .09%                         .30%
Equity-Income                          .51%                               .05%                         .56%(1)
Growth                                 .61%                               .06%                         .67%(1)
High Income                            .59%                               .12%                         .71%
Overseas                               .76%                               .16%                         .92%(1)
Asset Manager                          .64%                               .09%                         .73%(1)
Investment Grade Bond                  .45%                               .13%                         .58%
Asset Manager:  Growth                 .65%                               .20%                         .85%(1)
Index 500                              .13%                               .15%                         .28%(2)
Contrafund                             .61%                               .10%                         .71%(1)


                                                            APPLAUSE! II      15
<PAGE>
ALGER AMERICAN (3)
Growth                                 .75%                               .04%                          .79%
Income and Growth                     .625%                              .185%                          .81%
Small Capitalization                   .85%                               .03%                          .88%
Balanced                               .75%                               .39%                         1.14%
MidCap Growth                          .80%                               .04%                          .84%
Leveraged AllCap                       .85%                               .24%                         1.09%

MFS
Emerging Growth                        .75%                               .25%(4)                      1.00%(5)
Utilities                              .75%                               .25%(4)                      1.00%(5)
World Governments                      .75%                               .25%(4)                      1.00%(5)
Research                               .75%                               .25%(4)                      1.00%(5)
Growth With Income                     .75%                               .25%(4)                      1.00%(5)

MORGAN STANLEY
Emerging Markets Equity(6)            1.25%                               .50%                         1.75%
Global Equity(7)                       .80%                               .35%                         1.15%
International Magnum(7)                .80%                               .35%                         1.15%
Asian Equity(7)                        .80%                               .40%                         1.20%
U.S. Real Estate(7)                    .80%                               .30%                         1.10%
</TABLE>

(1)      A portion of the brokerage  commissions that certain funds pay was used
         to reduce funds expenses. In addition,  certain funds have entered into
         arrangements  with their custodian and transfer agent whereby  interest
         earned on  uninvested  cash  balances was used to reduce  custodian and
         transfer agent expenses.  Without these reductions, the total operating
         expenses  presented in the table would have been .58% for Equity-Income
         Portfolio, .69% for Growth Portfolio, .93% for Overseas Portfolio, .74%
         for Asset Manager Portfolio,  .74% for Contrafund  Portfolio,  and .87%
         for Asset Manger: Growth Portfolio.

(2)      Fidelity  agreed  to  reimburse  a  portion  of Index  500  Portfolio's
         expenses  during the period.  Without  this  reimbursement,  the fund's
         management fee, other expenses and total expenses would have been .28%,
         .15% and .43% respectively, on an annualized basis.

(3)      Alger  Management  has agreed to reimburse the portfolios to the extent
         that the aggregate annual expenses (excluding interest, taxes, fees for
         brokerage  services and  extraordinary  expenses) exceed  respectively:
         Alger American Income and Growth, and Alger American  Balanced,  1.25%;
         Alger American  Small  Capitalization,  Alger  American  MidCap Growth,
         Alger American Leveraged All Cap, and the Alger American Growth, 1.50%.
         As long as the  expense  limitations  continue  for a  portfolio,  if a
         reimbursement  occurs,  it has the effect of lowering  the  portfolio's
         expense  ratio and  increasing  its total  return.  Included  in "Other
         Expenses" of Leveraged AllCap is .03% of interest expense.

(4)      MFS  has  agreed  to  bear   expenses  for  each  series,   subject  to
         reimbursement  by each series,  such that each series "Other  Expenses"
         shall not  exceed  .25% of the  average  daily net assets of the series
         during the current fiscal year. Absent this expense arrangement, "Other
         Expenses" and "Total"  expenses would be .41% and 1.16%,  respectively,
         for the Emerging Growth Series; 2.00% and 2.75%, respectively,  for the
         Utilities  Series;  1.28%  and  2.03%,  respectively,   for  the  World
         Governments  Series;  .73% and 1.48%,  respectively,  for the  Research
         Series; and 1.32% and 2.07%,  respectively,  for the Growth With Income
         Series.

(5)      Each series has an expense offset arrangement which reduces the series'
         custodian  fee based upon the amount of cash  maintained  by the series
         with its custodian and dividend  disbursing  agent,  and may enter into
         other such  arrangements  and directed  brokerage  arrangements  (which
         would also have the effect of reducing the series' expenses).  Any such
         fee reductions are not reflected under "Other Expenses."

(6)      The fund's expenses were voluntarily  reduced by the fund's  investment
         adviser. Absent reimbursement,  the management fee, other expenses, and
         total expenses would have been 1.25%, 4.92%, and 6.17%, respectively.


18    APPLAUSE! II
<PAGE>
(7)      This is an estimate of expenses for the fiscal year ending December 31,
         1997.  MSAM  has  agreed  to  a  reduction  in  management  fees and to
         reimburse  each  portfolio if necessary,  if such fees would  cause the
         total annual operating expenses to exceed the percentage indicated.

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

- ---------------
 
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
AVLIC reserves the right,  subject to applicable  law, and, if necessary,  after
notice to and prior approval from the SEC and/or state insurance  authorities to
make additions to, deletions from, or substitutions for the shares that are held
in the Account or that the Account may purchase.  The Account may, to the extent
permitted by law,  purchase  other  securities  for other  contracts or permit a
conversion between contracts upon request by the Policyowners.

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

If any of these  substitutions  or changes are made,  AVLIC may, by  appropriate
endorsement,  change the Policy to reflect the substitution or change.  If AVLIC
deems  it to be in  the  best  interest  of  Policyowners,  and  subject  to any
approvals that may be required under applicable law, the Account may be operated
as a management  company under the 1940 Act, it may be  deregistered  under that
Act if  registration  is no longer  required,  or it may be combined  with other
AVLIC separate  accounts.  To the extent  permitted by applicable law, AVLIC may
also transfer the assets of the Account  associated with the Policies to another
separate  account.  In addition,  AVLIC may, when permitted by law,  restrict or
eliminate  any voting  rights of  Policyowners  or other persons who have voting
rights as to the Account.

The Policyowner will be notified of any material change in the investment policy
of any portfolio in which the Policyowner has an interest.

FIXED ACCOUNT
Policyowners  may  elect to  allocate  all or a  portion  of their  Net  Premium
payments to the Fixed  Account,  and they may also transfer  monies  between the
Account and the Fixed Account. (See Transfers, page 23.)

Payments  allocated to the Fixed Account and transferred from the Account to the
Fixed Account are placed in the General  Account.  The General Account  includes
all of AVLIC's assets,  except those assets segregated in the separate accounts.
AVLIC has the sole  discretion  to invest  the  assets of the  General  Account,
subject to  applicable  law.  AVLIC  bears an  investment  risk for all  amounts
allocated or  transferred  to the Fixed Account and interest  credited  thereto,
less any deduction for charges and expenses,  whereas the Policyowner  bears the
investment  risk that the declared rate  described  below,  will fall to a lower
rate after the  expiration of a declared  rate period.  Because of exemptive and
exclusionary  provisions,  interests  in  the  General  Account  have  not  been
registered  under the Securities Act of 1933 (the "1933 Act") nor is the 

General Account registered as an investment company under the Investment Company
Act of 1940.  Accordingly,  neither the General Account nor any interest therein
is generally  subject to the  provisions  of the 1933 or 1940 Act. We understand
that the staff of the SEC has not reviewed the  disclosures  in this  Prospectus
relating  to the Fixed  Account  portion  of the  Policy;  however,  disclosures
regarding  the Fixed  Account  portion of the Policy may be subject to generally
applicable  provisions of the Federal Securities Laws regarding the accuracy and
completeness of statements made in prospectuses.

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

                                                             APPLAUSE! II     17
<PAGE>
POLICY BENEFITS
The rights and  benefits  under the Policy are  summarized  in this  prospectus;
however prospectus  disclosure regarding the Policy is qualified in its entirety
by the Policy itself, a copy of which is available upon request from AVLIC.

PURPOSES OF THE POLICY
The Policy is designed to provide the Policyowner  with both lifetime  insurance
protection to the Policy  Anniversary  nearest the Insured's  100th birthday and
flexibility in connection with the amount and frequency of premium  payments and
with the level of life insurance proceeds payable under the Policy.

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

The Death Benefit may, and the Accumulation Value will, vary with the investment
experience  of the  chosen  Subaccounts  of the  Account.  Thus the  Policyowner
benefits from any appreciation in value of the underlying  assets, but bears the
investment  risk of any  depreciation  in value.  As a result,  whether or not a
Policy  continues in force may depend in part upon the investment  experience of
the chosen  Subaccounts.  The failure to pay a Planned Periodic Premium will not
necessarily  cause the  Policy to lapse,  but the  Policy  could  lapse  even if
Planned  Periodic  Premiums  have  been  paid,  depending  upon  the  investment
experience  of the Account.  AVLIC agrees to keep the Policy in force during the
Guaranteed  Death Benefit Period and provide a Guaranteed  Death Benefit so long
as Net Policy  Funding is equal to or greater  than the  cumulative  monthly pro
rata Guaranteed Death Benefit  Premium.  In certain  instances,  this Net Policy
Funding will not, after the payment of Monthly Deductions, generate positive Net
Cash Surrender Values.

DEATH BENEFIT PROCEEDS
As long as the Policy remains in force,  AVLIC will, upon Satisfactory  Proof of
Death, pay the Death Benefit Proceeds of the Policy in accordance with the Death
Benefit option in effect at the time of the Insured's  death.  The amount of the
Death  Benefits  payable will be determined  at the end of the valuation  period
during which the Insured's  death  occurred.  The Death Benefit  Proceeds may be
paid in a lump sum or under one or more of the payment  options set forth in the
Policy. (See Payment Options, page 21.)

Death  Benefit   Proceeds  will  be  paid  to  the  surviving   Beneficiary   or
Beneficiaries  specified in the  application or as subsequently  changed.  If no
Beneficiary  is chosen,  the  proceeds  will be paid to the  Policyowner  or the
Policyowner's estate.

DEATH BENEFIT OPTIONS
The Policy  provides two Death  Benefit  options,  unless the Extended  Maturity
Option is in effect.  If the Extended  Maturity  Option is in effect,  the Death
Benefit will be the Accumulation Value. (See Benefits at Maturity, page 21.) The
Policyowner  selects one of the options in the  application.  The Death  Benefit
under either option will never be less than the current  Specified Amount of the
Policy  as  long  as  the  Policy  remains  in  force.  (See  Policy  Lapse  and
Reinstatement,  page 26.) The  minimum  initial  Specified  Amount is  generally
$100,000.  Defined  differences,  illustrated  by graphic  illustrations  are as
follows:

OPTION A.

(Omitted graph illustrates  payout under Death Benefit Option A, specifically by
showing  the  relationships  over time,  between  the  Specified  Amount and the
Accumulation Value.)




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


18    APPLAUSE! II     
<PAGE>
Under Option A, the Death Benefit is the current  Specified Amount of the Policy
or, if greater,  the applicable  percentage of Accumulation Value on the date of
death. The applicable percentage is 250% for Insureds with an attained age 40 or
younger on the policy  anniversary prior to the date of death. For Insureds with
an attained age over 40 on that policy anniversary, the percentage declines. For
example, the percentage at age 40 is 250%, at age 50 is 185%, at age 60 is 130%,
at age 70 is 115%, at age 80 is 105%, and at age 90 is 100%. Accordingly,  under
Option A the Death Benefit will remain level at the Specified  Amount unless the
applicable  percentage  of  Accumulation  Value  exceeds the  current  Specified
Amount,  in  which  case  the  amount  of the  Death  Benefit  will  vary as the
Accumulation Value varies.  Policyowners who prefer to have favorable investment
performance,  if any,  reflected  in  higher  Accumulation  Value,  rather  than
increased insurance coverage, generally should select Option A.


OPTION B.

(Omitted graph illustrates  payout under Death Benefit Option B, specifically by
showing  the  relationships  over time,  between  the  Specified  Amount and the
Accumulation Value.)



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

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

CHANGE IN DEATH BENEFIT OPTION. The Death Benefit Option may be changed once per
year  after the first  policy  year by  sending  AVLIC a  written  request.  The
effective  date  of  such a  change  will  be the  Monthly  Activity  Date on or
following  the date the change is approved by AVLIC.  A change may have  Federal
Tax consequences.

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

No charges will be imposed upon a change in Death Benefit option,  nor will such
a change  in and of  itself  result in an  immediate  change in the  amount of a
Policy's  Accumulation Value.  However, a change in the Death Benefit option may
affect the Cost of Insurance  because this charge varies depending on net amount
at risk (i.e.  the amount by which the Death  Benefit as calculated on a Monthly
Activity Date exceeds the Accumulation Value on that date). Changing from Option
B to Option A will generally  decrease the net amount at risk in the future, and
will therefore decrease the Cost of Insurance.  Changing from Option A to Option
B will  generally  result  in an  increase  in the Cost of  Insurance  over time
because the Cost of Insurance Rate will increase with the Insured's age, and the
net amount at risk will generally remain level. If, however, the change was from
Option B to  Option  A,  the Cost of  Insurance  Rate may be  different  for the
increased  Death  Benefit.  On a change from Option A to Option B, the Specified
Amount will decrease so that the Cost of Insurance  Rate may be different.  (See
Charges and Deductions, page 27 and Federal Tax Matters, page 32.)

CHANGE IN  SPECIFIED  AMOUNT.  Subject to certain  limitations,  after the first
policy year, a Policyowner  may increase or decrease the  Specified  Amount of a
Policy.  A change in Specified  Amount may affect the Cost of Insurance rate and
the net  amount  at risk,  both of which  may  affect  a  Policyowner's  Cost of
Insurance and have Federal Tax consequences.  (See Charges and Deductions,  page
27 and Federal Tax Matters, page 32.)

                                                                APPLAUSE!     19
<PAGE>
Any increase or decrease in the  Specified  Amount will become  effective on the
Monthly  Activity Date on or following the date a written request is approved by
AVLIC.  The  Specified  Amount of a Policy may be changed only once per year and
AVLIC  may limit the size of a change in a Policy  Year.  The  Specified  Amount
remaining  in force  after any  requested  decrease,  for other  than  preferred
Insureds,  may not be less than  $50,000  in the first  three  Policy  Years and
$35,000 in later Policy Years.  For  preferred  Insureds,  the Specified  Amount
after  decrease may not be less than  $100,000.  In addition,  if following  the
decrease  in  Specified  Amount,  the Policy  would not comply  with the maximum
premium  limitations  required by Federal Tax Law the decrease may be limited or
Accumulation  Value may be  returned  to the  Policyowner  at the  Policyowner's
election,  to the extent  necessary to meet these  requirements.  (See Premiums,
page 25.)

Increases in the  Specified  Amount will be allowed after the first Policy Year.
For an increase in the Specified Amount, a written supplemental application must
be  submitted.  AVLIC may also  require  additional  evidence  of  insurability.
Although  an increase  need not  necessarily  be  accompanied  by an  additional
premium,  in certain cases an additional  premium will be required to effect the
requested increase.  (See Premiums upon Increases in Specified Amount, page 26.)
The minimum amount of any increase is $25,000, and an increase cannot be made if
the Insured's attained age is over 80.  An increase in the Specified Amount will
also increase Surrender Charges.  An increase in the Specified Amount during the
time the  Guaranteed  Death  Benefit  provision  is in effect will  increase the
respective premium requirements. (See Charges and Deductions, page 27.)

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

DURATION OF THE POLICY
The duration of the Policy generally  depends upon the  Accumulation  Value. The
Policy  will  remain  in  force  so long  as the Net  Cash  Surrender  Value  is
sufficient  to pay the Monthly  Deduction  or if the  Guaranteed  Death  Benefit
provision is in effect.  (See Charges from Accumulation  Value, page 27.) Where,
however,  the Net  Cash  Surrender  Value  is  insufficient  to pay the  Monthly
Deduction  and the Grace  Period  expires  without  an  adequate  payment by the
Policyowner,  the Policy will lapse and  terminate  without  value.  (See Policy
Lapse and Reinstatement, page 26.)

ACCUMULATION VALUE
The  Accumulation  Value will reflect the  investment  performance of the chosen
Investment  Options,  the net premiums  paid, any partial  withdrawals,  and the
charges  assessed in connection  with the Policy.  A Policyowner may at any time
Surrender  the Policy and receive the Policy's Net Cash  Surrender  Value.  (See
Surrenders, page 23.) There is no guaranteed minimum Accumulation Value.

Accumulation  Value is determined on each Valuation Date. On the Issue Date, the
Accumulation  Value will equal the portion of any Net Premium  allocated  to the
Investment  Options,  reduced  by the  portion  of the first  Monthly  Deduction
allocated  to  the  Investment   Options.   (See   Allocation  of  Premiums  and
Accumulation   Value,  page  26.)  Thereafter,   on  each  Valuation  Date,  the
Accumulation Value of a Policy will equal:

(a)  The  aggregate  of the  values  attributable  to the  Policy in each of the
     Subaccounts  on the  Valuation  Date,  determined  for each  Subaccount  by
     multiplying the  Subaccount's  unit value by the number of Subaccount units
     allocated to the Policy; plus

(b)  The value of the Fixed Account; plus

(c)  Any Accumulation Value impaired by Outstanding Policy Debt held in the 
     General Account; plus

(d)  Any Net Premiums received on that Valuation Date; less

(e)  Any partial withdrawal, and its charge, made on that Valuation Date; less

(f)  Any Monthly Deduction to be made on that Valuation Date; less

(g)  Any federal or state income taxes charged against the Accumulation Value.

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

THE UNIT  VALUE.  The unit  value of each  Subaccount  reflects  the  investment
performance  of that  Subaccount.  The unit  value of each  Subaccount  shall be
calculated by (i) multiplying the per share net asset value of the corresponding
Fund  portfolio  on the  Valuation  Date times the number of shares  held by the
Subaccount,  before the purchase or redemption  of any shares on that  Valuation
Date; minus (ii) a charge not exceeding an annual rate of .90% for mortality and
expense  risk;  minus  (iii) a charge not  exceeding  an annual rate of .35% for
administrative  service  expenses;  and (iv)  dividing  the  result by the total
number  of units  held in the  Subaccount  on the  Valuation  Date,  before  the
purchase or redemption of any units on that Valuation  Date.  (See Daily Charges
Against the Account, page 29.)

VALUATION DATE AND VALUATION  PERIOD.  A Valuation Date is each day on which the
New York Stock Exchange ("NYSE") is open for trading.  A Valuation Period is the
period between two successive  Valuation  Dates,  commencing at the close of the
NYSE on each  Valuation  Date and  ending  at the  close of the NYSE on the next
succeeding Valuation Date.

BENEFITS AT MATURITY
If the Insured is living,  AVLIC will pay the Accumulation  Value of the Policy,
less Outstanding  Policy Debt ("Maturity  Benefits") on the Maturity Date to the
Policyowner.  The Policy will mature on the Policy  Anniversary Date nearest the
Insured's  100th birthday,  if living,  unless the maturity has been extended by
election of the Extended  Maturity  Option.  The Extended  Maturity  Option,  if
elected,  has the  effect of  continuing  the  Policy in force for  purposes  of
providing a benefit at the time of the Insured's  death.  The Death Benefit will
be the  Accumulation  Value.  The Extended  Maturity  Option does not,  however,
extend the Maturity Date for purposes of  determining  benefits  under any other
option or rider. Once the Extended Maturity Option becomes effective, no further
premium  payments  will be accepted  and no  deduction  will be made for Cost of
Insurance or riders.  As long as the policy continues in force, all other policy
provisions  will  remain in effect.  Interest on policy  loans will  continue to
accrue and become part of the Outstanding Policy Debt.

There is no extra  premium  for the  Extended  Maturity  Option,  but it must be
elected by  submitting  a written  request to AVLIC  during the 90 days prior to
Maturity  Date.  The Extended  Maturity  Option is not  available in all states.
Further,  the Internal Revenue Service has not issued a ruling regarding its tax
consequences.

PAYMENT OF POLICY BENEFITS
Death Benefit  Proceeds  under the Policy will usually be paid within seven days
after  AVLIC  receives  Satisfactory  Proof of  Death.  Maturity  Benefits  will
ordinarily be paid within seven days of receipt of a written  request.  Payments
may be postponed in certain circumstances.  (See Postponement of Payments,  page
31.) The  Policyowner  may decide the form in which  Death  Benefit  Proceeds or
Maturity Benefits will be paid. During the Insured's  lifetime,  the Policyowner
may arrange for the Death Benefit Proceeds to be paid in a lump sum or under one
or more of the optional methods of payment  described below.  Changes must be in
writing and will revoke all prior elections.  If no election is made, AVLIC will
pay Death  Benefit  Proceeds or  Accumulation  Value Benefit in a lump sum. When
Death Benefit Proceeds are payable in a lump sum and no election for an optional
method of payment is in force at the death of the Insured,  the  Beneficiary may
select one or more of the optional methods of payment. Further, if the Policy is
assigned,  any amounts due to the  assignee  will first be paid in one sum.  The
balance,  if any, may be applied  under any payment  option.  Once payments have
begun, the payment option may not be changed.

PAYMENT  OPTIONS  FOR DEATH  BENEFIT  PROCEEDS  OR  MATURITY  BENEFITS  ("POLICY
PROCEEDS".)  The minimum  amount of each payment is $100.  If a payment would be
less than  $100,  AVLIC has the right to make  payments  less  often so that the
amount of each  payment is at least  $100.  Once a payment  option is in effect,
Policy Proceeds will be transferred to AVLIC's General  Account.  AVLIC may make
other  payment  options  available  in the future.  For  additional  information
concerning these options,  see the Policy itself.  The following payment options
are currently available:

OPTION  AI--INTEREST  PAYMENT  OPTION.  AVLIC will hold any amount applied under
this option.  Interest on the unpaid balance will be paid or credited each month
at a rate determined by AVLIC.

OPTION  AII--FIXED  AMOUNT  PAYABLE  OPTION.  Each payment will be for an agreed
fixed amount. Payments continue until the amount AVLIC holds runs out.

                                                             APPLAUSE! II     21
<PAGE>
OPTION  B--FIXED  PERIOD  PAYMENT  OPTION.  Equal  payments will be made for any
period selected up to 20 years.

OPTION C--LIFETIME PAYMENT OPTION.  Equal monthly payments are based on the life
of a named  person.  Payments  will  continue  for the  lifetime of that person.
Variations provide for guaranteed payments for a period of time.

OPTION D--JOINT LIFETIME PAYMENT OPTION. Equal monthly payments are based on the
lives of two named persons. While both are living, one payment will be made each
month.  When one dies,  the same payment  will  continue for the lifetime of the
other.

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

POLICY RIGHTS

LOAN BENEFITS
LOAN PRIVILEGES.  After the first Policy  Anniversary  Date, the Policyowner may
borrow an amount up to the current Net Cash  Surrender  Value less twelve  times
the most recent Monthly  Deduction,  at regular or, as described below,  reduced
loan  rates.  Loans  usually  are funded  within  seven days after  receipt of a
written request. The loan may be repaid at any time while the Insured is living,
prior to the Maturity  Date.  Policyowners  in certain states may borrow 100% of
the Net Cash Surrender Value after deducting Monthly Deductions and any interest
on policy loans that will be due for the remainder of the Policy Year. Loans may
have a tax consequence. (See Federal Tax Matters, page 32.)

INTEREST.  AVLIC charges  interest to Policyowners at regular and reduced rates.
Regular  loans will  accrue  interest on a daily basis at a rate of up to 6% per
year;  currently  the interest rate on regular  policy loans is 5.5%.  After the
tenth Policy  Anniversary  Date, the  Policyowner may borrow each year a limited
amount of the Net Cash Surrender Value of the Policy at a reduced interest rate.
Interest  will  accrue  on a daily  basis  at a rate of up to 4% per  year;  the
current reduced loan rate is 3.5%. The amount available at the reduced loan rate
is 10% of the Net Cash Surrender Value as of the most recent Policy  Anniversary
Date,  plus any loan previously made at a reduced loan rate. If unpaid when due,
interest  will be added to the amount of the loan and bear  interest at the same
rate. The Policyowner  earns 3.5% interest on the  Accumulation  Values securing
the loans.

EFFECT OF POLICY  LOANS.  When a loan is made,  Accumulation  Value equal to the
amount  of the loan  will be  transferred  from the  Investment  Options  to the
General  Account  as  security  for the  indebtedness.  The  Accumulation  Value
transferred will be allocated from the Investment Options in accordance with the
instructions  given when the loan is  requested.  The minimum  amount  which can
remain in a Subaccount or the Fixed Account as a result of a loan is $100. If no
instructions  are given the  amounts  will be  withdrawn  in  proportion  to the
various  Accumulation  Values in the Investment Options. If loan interest is not
paid when due in any Policy Year, on the Policy  Anniversary  thereafter,  AVLIC
will add the interest due to the principal  amount of the Policy loan. This loan
interest due will be transferred  from the Investment  Options as set out above.
No charge will be imposed for these  transfers.  A policy loan will  permanently
affect the Accumulation Value and may permanently affect the amount of the Death
Benefits,  even if the loan is repaid.  Policy loans will also affect Net Policy
Funding for determining whether the Guaranteed Death Benefit provision is met.

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

OUTSTANDING  POLICY DEBT.  The  Outstanding  Policy Debt equals the total of all
policy loans and accrued  interest on policy loans.  If the  Outstanding  Policy
Debt exceeds the  Accumulation  Value less any Surrender  Charge and any Accrued
Expense Charges,  the Policyowner must pay the excess.  AVLIC will send a notice
of the amount which must be paid. If the Policyowner  does not make the required
payment  within the 61 days  after  AVLIC  sends the  notice,  the  Policy  will
terminate  without value  ("lapse".)  Should the policy lapse while policy loans
are outstanding,  the portion of the loans  attributable to earnings will become
taxable.  A Policyowner  may lower the risk of a Policy  lapsing while loans are
outstanding as a result of a reduction in the market value of investments in the
Subaccounts  by  investing  in a  diversified  group  of lower  risk  investment
portfolios  and/or  transferring  the funds to the Fixed Account and receiving a
guaranteed rate of return.  Should a substantial  reduction be experienced,  the
Policyowner may need to lower  anticipated  withdrawals and loans,  repay loans,
make additional premium payments,  or take other action to avoid policy lapse. A
lapsed Policy may later be reinstated. (See Policy Lapse and Reinstatement, page
26.)

22    APPLAUSE! II
<PAGE>
REPAYMENT  OF  INDEBTEDNESS.  Unscheduled  premiums  paid while a policy loan is
outstanding are treated as repayment of indebtedness  only if the Policyowner so
requests.  As  indebtedness  is repaid,  the  Accumulation  Value in the General
Account securing the indebtedness repaid will be allocated among the Subaccounts
and the  Fixed  Account  in the same  proportion  that Net  Premiums  are  being
allocated at the time of repayment.

SURRENDERS
At any time during the lifetime of the Insured and prior to the  Maturity  Date,
the Policyowner may partially  withdraw a portion of the  Accumulation  Value or
Surrender the Policy by sending a written request to AVLIC. The amount available
for Surrender is the Net Cash Surrender Value at the end of the Valuation Period
during  which  the  Surrender  request  is  received  at  AVLIC's  Home  Office.
Surrenders  will  generally  be paid within seven days of receipt of the written
request.  (See  Postponement  of  Payments,  page 31.)  Surrenders  may have tax
consequences.  Once a policy is Surrendered,  it may not be reinstated. (See Tax
Treatment of Policy Proceeds, page 34.)

If the Policy is being  Surrendered  in its entirety,  the Policy itself must be
returned to AVLIC along with the request.  AVLIC will pay the Net Cash Surrender
Value.  Coverage  under  the  Policy  will  terminate  as of the date of a total
Surrender.  A  Policyowner  may elect to have the  amount  paid in a lump sum or
under a payment option. (See Payment Options, page 20.)

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

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

The Death  Benefit will be reduced by the amount of any partial  withdrawal  and
may affect the way in which the cost of insurance  charge is calculated  and the
amount of pure insurance  protection under the Policy.  (See Monthly Deduction -
Cost of  Insurance,  page 28 and Death  Benefit  Options - Methods of  Affecting
Insurance  Protection,  page 20.) If Option B is in effect, the Specified Amount
will not change, but the Accumulation Value will be reduced.

The Specified  Amount  remaining in force after a partial  withdrawal may not be
less than $50,000 in the first three Policy Years, and $35,000  thereafter.  The
Specified  Amount  remaining in force after a partial  withdrawal  for preferred
Insureds  may not be less than  $100,000.  Any request for a partial  withdrawal
that  would  reduce  the  Specified   Amount  below  this  amount  will  not  be
implemented. A fee not to exceed the lesser of $50 or 2% of the amount withdrawn
is deducted from the Accumulation Value. Currently,  the charge is the lesser of
$25 or 2% of the amount withdrawn.  (See Partial  Withdrawal  Charge,  page 29.)
Partial  withdrawals will also affect Net Policy Funding for determining whether
the Guaranteed Death Benefit provision is met.

TRANSFERS
Accumulation  Value may be transferred  among the Subaccounts of the Account and
to the Fixed Account as often as desired. Transfers out of the Fixed Account may
only be made during the 30 day period following the Policy  Anniversary Date, as
noted below.  The transfers  may be ordered in person,  by mail or by telephone.
The total amount  transferred each time must be at least $250, or the balance of
the  Subaccount,  if less. The minimum amount that may remain in a Subaccount or
the Fixed  Account  after a transfer is $100.  The first  fifteen  transfers per
Policy Year will be permitted free of charge.  Thereafter,  a transfer charge of
$10 may be imposed  each  additional  time amounts are  transferred  and will be
deducted from the Accumulation  Value on a prorata basis.  (See Transfer Charge,
page 29.) Additional restrictions on transfers may be imposed at the fund level.
Specifically,  fund managers may have the right to refuse  sales,  or suspend or
terminate the offering of portfolio  shares,  if they determine that such action
is necessary in the best interests of the  portfolio's  shareholders.  If a fund
manager  refuses a transfer for any reason,  the  transfer  will not be allowed.
AVLIC will not be able to process  the  transfer  if the fund  manager  refuses.
Transfers resulting from policy loans or exercise of the exchange privilege will
not be subject to a transfer  charge and will not be counted towards the fifteen
free transfers per policy year.

Transfers  out of the Fixed  Account,  unless part of the dollar cost  averaging
systematic  program  described  below, may be made only during the 30 day period
following the Policy Anniversary Date in any Policy Year. However, transfers out
of the Fixed  Account are limited to the greater of (i) 25% of the Fixed Account
attributable  to the Policy;  (ii) the largest  transfer made by the Policyowner
out of the Fixed  Account  during  the last 13  months;  or (iii)  $1,000.  This
provision is not available while dollar cost averaging from the Fixed Account.

                                                              APPLAUSE! II    23
<PAGE>
The privilege to initiate  transactions  by telephone  will be made available to
Policyowners  automatically.  The  registered  representative  designated on the
application   will  have  the   authority  to  initiate   telephone   transfers.
Policyowners who do not wish to authorize AVLIC to accept telephone transactions
from their registered  representative must so specify on the application.  AVLIC
will employ reasonable  procedures to confirm that instructions  communicated by
telephone  are genuine,  and if it does not,  AVLIC may be liable for any losses
due to unauthorized or fraudulent instructions. The procedures AVLIC follows for
transactions  initiated by telephone include,  but are not limited to, requiring
the  Policyowner  to provide  the policy  number at the time of giving  transfer
instructions; AVLIC's tape recording of all telephone transfer instructions; and
the provision, by AVLIC, of written confirmation of telephone transactions.

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

PORTFOLIO REBALANCING.  Under the Portfolio Rebalancing program, the Policyowner
can instruct AVLIC to reallocate  Accumulation  Value among the Subaccounts (but
not the Fixed  Account) on a systematic  basis,  in accordance  with  allocation
instructions specified by the Policyowner.

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

EARNINGS SWEEP.  Permits systematic  redistribution of earnings among Investment
Options.

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

FREE-LOOK PRIVILEGE
The  Policyowner  may  cancel the  Policy  within 10 days after the  Policyowner
receives it, within 10 days after AVLIC  delivers a notice of the  Policyowner's
right  of  cancellation,  or  within  45  days  of  completing  Part  I  of  the
application,  whichever  is later.  The  amount of the  refund is the sum of all
charges  deducted from  premiums  paid,  plus the net premiums  allocated to the
Investment  Options adjusted by investment gains and losses, if allowed by state
law. Otherwise,  the amount of the refund will equal the gross premiums paid. To
cancel the  Policy,  the  Policyowner  should mail or deliver it to AVLIC at the
Home Office.  A refund of premiums  paid by check may be delayed until the check
has cleared the Policyowner's bank. (See Postponement of Payments, page 31.)

EXCHANGE PRIVILEGE
During the first 24 Policy  Months  after the  Policy  Date of the  Policy,  the
Policyowner  may  exchange  the Policy for a flexible  premium  adjustable  life
insurance  policy approved for exchange and issued by AVLIC or an affiliate.  No
new evidence of insurability will be required.

The Policy Date, Issue Age and rate class for the Insured will be the same under
the new  Policy  as under  the old.  In  addition,  the  policy  provisions  and
applicable  charges  for the new Policy and its riders will be based on the same
Policy  Date and Issue  Age as under the  Policy.  Accumulation  values  for the
exchange  and  payments  will  be  established  after  making   adjustments  for
investment  gains or losses  and after  recognizing  variance,  if any,  between
payment or charges, dividends or Accumulation Values under the flexible contract
and under the new Policy.  The  Policyowner  may elect either the same Specified
Amount or the same net amount at risk for the new Policy as under the old.

To make the change,  the Policy,  a completed  application  for exchange and any
required  payment must be received by AVLIC.  The exchange  will be effective on
the valuation date when all financial and contractual  arrangements  for the new
Policy have been completed.

24     APPLAUSE! II
<PAGE>
PAYMENT AND ALLOCATION OF PREMIUMS
ISSUANCE OF A POLICY
Individuals wishing to purchase a Policy must complete an application and submit
it to AVLIC's Home Office (One Ameritas  Way,  5900 "O" Street,  P.O. Box 82550,
Lincoln,  Nebraska 68501.) A Policy will generally be issued only to individuals
80  years of age or less on  their  nearest  birthday  who  supply  satisfactory
evidence of insurability to AVLIC. Acceptance is subject to AVLIC's underwriting
rules, and AVLIC reserves the right to reject an application for any reason.

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

When all required  premiums and  application  amendments  have been  received by
AVLIC in its Home  Office,  the Issue Date will be the date the Policy is mailed
to the  Policyowner or sent to the agent for delivery to the  Policyowner.  When
application  amendments or additional premiums need to be obtained upon delivery
of the Policy,  the Issue Date will be when the Policy  receipt,  Federal  Funds
(monies of member  banks  within the Federal  Reserve  System  which are held on
deposit at a Federal Reserve Bank) are received and available to AVLIC,  and the
application  amendments are received and reviewed in AVLIC's Home Office. On the
Issue Date,  the initial  premium  payment will be allocated to the Money Market
Subaccount  for 13  days.  After  the  expiration  of  the  13-day  period,  the
Accumulation  Value will be reallocated to the Investment Options as selected by
the Policyowner.

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

Interim  conditional  insurance coverage may be issued prior to the Policy Date,
provided that certain  conditions are met, upon the completion of an application
and the  payment of the  required  premium at the time of the  application.  The
amount of the  interim  coverage  is limited to the smaller of (a) the amount of
insurance  applied for, (b) $100,000,  or (c) $25,000 if the proposed Insured is
under age 10 or over age 60 at his nearest birthday.

PREMIUMS
No insurance will take effect before the initial  premium payment is received by
AVLIC in Federal Funds. The initial premium payment must be at least 1/12 of the
first year  Guaranteed  Death Benefit Premium times the number of months between
the Policy Date and the Issue Date, plus one. Subsequent premiums are payable at
AVLIC's Home Office.  A Policyowner has flexibility in determining the frequency
and amount of premiums.  However,  unless the  Policyowner  has paid  sufficient
premiums to pay the Monthly Deduction and Percent of Premium Charges, the Policy
may have a zero Net Cash  Surrender  Value and lapse.  AVLIC  agrees to keep the
Policy in force  during  the  Guaranteed  Death  Benefit  Period  and  provide a
Guaranteed  Death  Benefit so long as Net Policy  Funding is equal to or greater
than the  cumulative  monthly pro rata  Guaranteed  Death  Benefit  Premium.  In
certain  instances,  this Net  Policy  Funding  will not,  after the  payment of
Monthly Deductions, generate positive Net Cash Surrender Values.

PLANNED PERIODIC PREMIUMS. At the time the Policy is issued each Policyowner may
determine a Planned  Periodic  Premium schedule that provides for the payment of
level premiums at selected intervals.  The Planned Periodic Premium schedule may
include the Guaranteed Death Benefit Premium. The Policyowner is not required to
pay premiums in accordance with this schedule.  The Policyowner has considerable
flexibility  to alter the amount and  frequency  of  premiums  paid.  AVLIC does
reserve the right to limit the number and amount of  additional  or  unscheduled
premium payments.

Policyowners  can also  change the  frequency  and  amount of  Planned  Periodic
Premiums  by  sending a  written  request  to the Home  Office,  although  AVLIC
reserves the right to limit any increase.  Premium  payment notices will be sent
annually,  semi-annually  or  quarterly,  depending  upon the  frequency  of the
Planned Periodic  Premiums.  Payment of the Planned  Periodic  Premiums does not
guarantee that the Policy  remains in force unless the Guaranteed  Death Benefit
provision is in effect.  Instead,  the  duration of the Policy  depends upon the
Policy's Net Cash Surrender Value. (See Duration of the Policy, page 20.) Unless
the Guaranteed  Death Benefit  provision is in effect,  even if Planned Periodic
Premiums  are paid by the  Policyowner,  the Policy  will lapse any time the Net
Cash Surrender Value is insufficient to pay the Monthly Deduction, and the Grace
Period   expires   without  a   sufficient   payment.   (See  Policy  Lapse  and
Reinstatement, page 26.)

                                                             APPLAUSE! II     25
<PAGE>
PREMIUM  LIMITATIONS.  AVLIC's current minimum limitation is $45, $15 if paid by
automatic bank draft. AVLIC currently has no maximum limitation,  other than the
current  maximum  premium  limitations  established  by federal tax laws.  AVLIC
reserves  the right to change any  limitation.  In no event may the total of all
premiums paid, both planned and unscheduled,  exceed the current maximum premium
limitations established by federal tax laws. (See Tax Status of the Policy 33.)

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

PREMIUMS UPON INCREASES IN SPECIFIED  AMOUNT.  Depending  upon the  Accumulation
Value of the Policy at the time of an  increase in the  Specified  Amount of the
Policy  and  the  amount  of  the  increase  requested  by the  Policyowner,  an
additional premium payment may be required. AVLIC will notify the Policyowner of
any  premium  required to fund the  increase,  which  premium  must be made in a
single  payment.  The  Accumulation  Value  of the  Policy  will be  immediately
increased by the amount of the payment,  less the applicable  Percent of Premium
Charge.

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

On the Issue Date,  the initial  premium  payment will be allocated to the Money
Market  Subaccount  for 13 days.  Thereafter,  the  Accumulation  Value  will be
reallocated to the Investment  Options as selected by the  Policyowner.  Premium
payments  received  by AVLIC  prior to the  Issue  Date are held in the  General
Account until the Issue Date and are credited with interest at a rate determined
by AVLIC  for the  period  from the date the  payment  has been  converted  into
Federal  Funds and is available to AVLIC.  In no event will interest be credited
prior to the Policy Date.

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

POLICY LAPSE AND REINSTATEMENT
LAPSE.  Unlike  conventional  life  insurance  policies,  the  failure to make a
Planned  Periodic  Premium  payment  will not itself  cause the Policy to lapse.
Lapse will occur when the Net Cash Surrender  Value is insufficient to cover the
Monthly Deduction and a Grace Period expires without a sufficient payment unless
the Guaranteed Death Benefit provision is in effect. The Grace Period is 61 days
from the date AVLIC mails a notice that the grace  period has begun.  AVLIC will
notify the Policyowner at the beginning of the Grace Period by mail addressed to
the last known address on file with AVLIC.

The notice will  specify the premium  required to keep the Policy in force.  The
required  premium will be equal to the greater of the amount  necessary to cover
the  Monthly  Deductions  and Percent of Premium  Charges  for the three  Policy
Months after  commencement of the Grace Period, or the amount necessary to raise
the Net Cash Surrender Value as of the date of reinstatement above zero. Failure
to pay the required  premium within the Grace Period will result in lapse of the
Policy.  If the  Insured  dies  during the Grace  Period,  any  overdue  Monthly
Deductions and  Outstanding  Policy Debt will be deducted from the Death Benefit
Proceeds. (See Charges and Deductions, page 27.)

REINSTATEMENT.  A lapsed  Policy may be  reinstated  any time within three years
(five years in Missouri) after the beginning of the Grace Period, but before the
Maturity  Date.  Reinstatement  will be effected  based on the Insured's  rating
class at the time of the reinstatement.

Reinstatement is subject to the following:
a. Evidence of  insurability  of the Insured  satisfactory  to AVLIC  (including
   evidence  of  insurability  of any person covered by a rider to reinstate the
   rider);

26     APPLAUSE! II
<PAGE>
b. Any  Outstanding  Policy  Debt on the date of lapse will be  reinstated  with
   interest due and accrued;
 
c. The Policy cannot be reinstated if it has been  Surrendered  for its full Net
   Cash Surrender Value;

d. The minimum premium required at reinstatement is the greater of:

   (1)   the amount necessary to raise the Net Cash Surrender Value as of the 
         date of reinstatement to equal to or greater than zero; or

   (2)   three times the current Monthly Deduction.

The amount of Accumulation  Value on the date of reinstatement  will be equal to
the amount of the Net Cash  Surrender  Value on the date of lapse,  increased by
the premium paid at  reinstatement,  less the Percent of Premium Charges and the
amounts stated above, plus that part of the Contingent Deferred Sales Charge and
Contingent  Deferred  Administrative  Charge that would apply if the Policy were
Surrendered on the date of reinstatement.  The last addition to the Accumulation
Value is designed to avoid  duplicate  Surrender  Charges.  The original  Policy
Date, and the dates of increases in the Specified Amount (if  applicable),  will
be used for purposes of calculating  the Surrender  Charge.  If any  Outstanding
Policy Debt was reinstated,  that debt will be held in AVLIC's General  Account.
Accumulation   Value   calculations   will  then  proceed  as  described   under
"Accumulation Value" on page 20.

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

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

DEDUCTIONS FROM PREMIUM PAYMENTs
SALES CHARGE.  A front-end sales load will be deducted from each premium payment
upon receipt and prior to  allocation of Net Premium to any  Investment  Option.
AVLIC is authorized to deduct such a sales charge of up to 2.5% of the amount of
each premium;  currently,  no such sales charge is being applied.  The Policy is
also  subject  to a  Contingent  Deferred  Sales  Charge,  which  is part of the
Surrender Charge. (See "Surrender Charge" on page 28.)

The sales  charges  applied in any Policy  Year are not  necessarily  related to
actual distribution  expenses incurred in that year.  Instead,  AVLIC expects to
incur the  majority of  distribution  expenses in the early  Policy Years and to
recover amounts to pay such expenses over the life of the Policy.  To the extent
that sales and  distribution  expenses  exceed sales charges in any year,  AVLIC
will pay such expenses from its other assets or surplus in its General  Account,
including  amounts  derived from  mortality and expense risk charges,  and other
charges made under the Policy.  AVLIC believes that this distribution  financing
arrangement will benefit the Account and the Policyowners.

PREMIUM  CHARGE FOR TAXES.  A deduction  of up to 5% of the premium is made from
each premium payment to pay applicable taxes;  currently the charge is 3.5%. The
deduction  represents  an amount  AVLIC  considers  necessary to pay all premium
taxes imposed by the states and their  subdivisions,  and to defray the tax cost
due to  capitalizing  certain  policy  acquisition  expenses as  required  under
applicable  Federal tax laws.  (See Federal Tax Matters page 32.) AVLIC does not
expect to derive a profit from the Premium Charge for Taxes.

CHARGES FROM ACCUMULATION VALUE
MONTHLY  DEDUCTION.  Charges  will be deducted as of the Policy Date and on each
Monthly  Activity Date thereafter from the  Accumulation  Value of the Policy to
compensate  AVLIC for  administrative  expenses and  insurance  provided.  These
charges will be allocated among the Subaccounts,  and the Fixed Account on a pro
rata basis. Each of these charges is described in more detail below.

ADMINISTRATIVE   EXPENSE   CHARGE.   To   compensate   AVLIC  for  the  ordinary
administrative expenses expected to be incurred in connection with a Policy, the
Monthly Deduction  includes a $9.00 per policy charge (currently $9.00 the first
year and $4.50 during each year thereafter.) The  Administrative  Expense Charge
is levied  throughout  the life of the Policy and is guaranteed  not to increase
above  $9.00  per  month.  AVLIC  does not  expect to make any  profit  from the
Administrative Expense Charge.

                                                             APPLAUSE! II     27
<PAGE>
COST OF INSURANCE. Because the Cost of Insurance depends upon several variables,
the cost  for each  Policy  Month  can vary  from  month to  month.  AVLIC  will
determine the monthly Cost of Insurance by multiplying  the  applicable  Cost of
Insurance  Rate by the net amount at risk for each Policy Month.  The net amount
at risk on any Monthly  Activity  Date is based on the amount by which the Death
Benefit which would have been payable on that Monthly  Activity Date exceeds the
Accumulation Value on that date.

COST OF  INSURANCE  RATE.  The  Annual  Cost of  Insurance  Rate is based on the
Insured's sex, Issue Age, policy duration,  Specified Amount,  and rating class.
The rate will vary  depending  upon tobacco use and other risk factors.  For the
initial Specified Amount, the Cost of Insurance Rate will not exceed those shown
in the  Schedule  of  Guaranteed  Annual  Cost of  Insurance  Rates shown in the
schedule pages of the Policy.  These guaranteed rates are based on the Insured's
Attained Age and are equal to the 1980 Insurance Commissioners Standard Ordinary
Smoker and Non-Smoker, Male and Female Mortality Tables. The current rates range
between  40% and 100% of the  rates  based on the  1980  Commissioners  Standard
Ordinary Tables, based on AVLIC's own mortality experience. Policies issued on a
unisex basis are based upon the 1980 Insurance  Commissioners  Standard Ordinary
Table B assuming 80% male and 20% female  lives.  The Cost of  Insurance  Rates,
Surrender  Charges,  and  payment  options  for  policies  issued in Montana and
certain other states are on a sex-neutral (unisex) basis. Any change in the Cost
of  Insurance  Rates will apply to all persons of the same age,  sex,  Specified
Amount  and  rating  class and whose  policies  have been in effect for the same
length of time.

If the rating class for any increase in the Specified  Amount is not the same as
the rating class at issue,  the Cost of Insurance  Rate used after such increase
will be a  composite  rate  based  upon a  weighted  average of the rates of the
different  rating  classes.  Decreases may be reflected in the Cost of Insurance
Rate as discussed earlier.

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

RATING  CLASS.  The rating class of an Insured will affect the Cost of Insurance
Rate.  AVLIC  currently  places  Insureds into both standard  rating classes and
substandard rating classes that involve a higher mortality risk. In an otherwise
identical policy, an Insured in the standard rating class will have a lower Cost
of Insurance Rate than an Insured in a rating class with higher mortality risks.
If, when issued,  a Policy is rated with a tabular extra rating,  the guaranteed
rate is a multiple of the guaranteed  rate for a standard  issue.  This multiple
factor is shown in the Schedule of Benefits in the Policy,  and may be from 1.18
to 4 times the guaranteed rate for a standard issue.

Insureds  may also be  assigned a Flat Extra  Rating  Charge if  appropriate  to
reflect certain  additional risks. The Flat Extra Rating Charge will be added to
the Cost of  Insurance  Rate and thus will be  deducted  as part of the  Monthly
Deduction on each Monthly Activity Date.

SURRENDER CHARGE
If a Policy is Surrendered prior to the 15th Policy Anniversary Date, AVLIC will
assess a Surrender Charge based upon  percentages of the premiums  actually paid
and a charge  per  $1,000 of  insurance  issued  based  upon sex,  Issue Age and
tobacco use.

The total  Surrender  Charge on the initial  Specified  Amount is made up of two
parts, the Contingent  Deferred  Administrative  Charge and Contingent  Deferred
Sales Charge.

The  Contingent  Deferred  Administrative  Charge  is an  amount  per  $1,000 of
Specified Amount that varies by Issue Age, sex and tobacco use. It is 60% of the
maximum Surrender Charge not to exceed $28.80 per $1,000 of Specified Amount.

The  Contingent  Deferred  Sales  Charge will be based upon the actual  premiums
received.  It will  be  calculated  as the  lesser  of (i)  30% of the  premiums
received up to the SEC Guideline  Premium,  plus 10% of the premiums received in
excess of the SEC  Guideline,  up to an amount equal to twice the SEC  Guideline
Premium,  plus 9% of the premiums received in excess of the second SEC Guideline
Premium;  or (ii)40% of the maximum  Surrender  Charge not to exceed  $19.20 per
$1,000 of Specified Amount.

The Surrender  Charge,  if  applicable,  will be applied in accordance  with the
following  schedule.  Because the Surrender Charge may be significant upon early
Surrender, prospective Policyowners should purchase a Policy only if they do not
intend to Surrender the Policy for a substantial period.

28     APPLAUSE! II
<PAGE>
<TABLE>
<CAPTION>
 Policy Year        Percent of Surrender            Policy Year             Percent of Surrender
                    Charge maximum that                                   Charge maximum that will
                  will apply during Policy                                apply during Policy Year
                            Year
     <S>                  <C>                          <C>                          <C>  
      1                    100%                          9                           50%
      2                     96%                         10                           42%
      3                     92%                         11                           33%
      4                     88%                         12                           25%
      5                     83%                         13                           17%
      6                     75%                         14                            8%
      7                     67%                         15+                           0%
      8                     58%
</TABLE>

No Surrender  Charge will be assessed upon decreases in the Specified  Amount of
the Policy or partial  withdrawals of Accumulation  Value. AVLIC will,  however,
assess Surrender  Charges due to increases in Specified  Amount.  The Contingent
Deferred Sales Charge  component of the Surrender  Charge on such increases will
be assessed  based on the premiums  allocated to the increase,  at the lesser of
(i) 15% of the allocated premiums received up to the SEC Guideline Premium, plus
5% of the allocated premiums received in excess of the SEC Guideline Premium for
the increase,  up to an amount equal to twice the SEC Guideline  Premium for the
increase,  plus 4.5% of the  allocated  premiums  received  in excess of two SEC
Guideline  Premium(s)  for the  increase;  or (ii) 40% of the maximum  Surrender
Charge applicable to the increase. The Contingent Deferred Administrative Charge
component of the Surrender  Charge on increases in the Specified  Amount will be
assessed as noted above with respect to the initial Specified Amount. It will be
based on the  Attained  Age at the time of the  increase  and the  amount of the
increase in the Specified Amount.  Surrender Charges in increases in the initial
Specified  Amount will be applied with respect to Surrenders  within 15 years of
the date of the increase.

TRANSFER  CHARGE.  A transfer  charge of $10 (guaranteed not to increase) may be
imposed for each additional  transfer among the Investment Options after fifteen
per Policy Year to  compensate  AVLIC for the costs of effecting  the  transfer.
Since the charge  reimburses  AVLIC for the cost of effecting the transfer only,
AVLIC does not expect to make any profit from the transfer  charge.  This charge
will be deducted pro rata from each  Subaccount  (and, if applicable,  the Fixed
Account) in which the  Policyowner is invested.  The transfer charge will not be
imposed on  transfers  that occur as a result of policy loans or the exercise of
exchange rights.

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

DAILY CHARGES AGAINST THE ACCOUNT
A daily Mortality and Expense Risk Charge will be deducted from the value of the
net assets of the Account to  compensate  AVLIC for  mortality and expense risks
assumed in  connection  with the Policy.  This daily  charge from the Account is
currently at the rate of 0.001775%  (equivalent  to an annual rate of 0.65%) for
Policy Years 1-20 and at the rate of 0.001366%  (equivalent to an annual rate of
0.50%) for the years  thereafter,  and will not exceed .90% of the average daily
net assets of the Account.  The daily charge will be deducted from the net asset
value of the Account,  and therefore the  Subaccounts,  on each Valuation  Date.
Where the previous day or days was not a Valuation  Date,  the  deduction on the
Valuation  Date will be the  applicable  daily rate  multiplied by the number of
days since the last  Valuation  Date. No Mortality and Expense Risk Charges will
be deducted from the amounts in the Fixed Account.

AVLIC  believes  that  this  level of charge  is  within  the range of  industry
practice for comparable  flexible premium variable universal life policies.  The
mortality  risk  assumed by AVLIC is that  Insureds  may live for a shorter time
than assumed,  and 

                                                             APPLAUSE! II     29
<PAGE>
that an aggregate amount of Death Benefits greater than that assumed accordingly
will be paid. The expense risk assumed is that expenses  incurred in issuing and
administering  the policies will exceed the  administrative  charges provided in
the policies.

An Asset Based  Administrative  Expense  Charge  will also be deducted  from the
value of the net assets of the Account on a daily basis. Currently,  this charge
is .000956%  (equivalent to .35% annually for Policy Years 1-20 and at a rate of
 .000409% (equivalent to .15% annually) for each Policy Year thereafter. The rate
of this charge will never exceed .35%  annually.  No Asset Based  Administrative
Expense Charge will be deducted from the amounts in the Fixed Account.

In addition to the charges against the Account described just above,  management
fees and expenses will be assessed by Fidelity,  Alger, MFS Co. and MSAM against
the amounts  invested  in the  various  portfolios.  No  portfolio  fees will be
assessed against amounts placed in the Fixed Account.

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

GENERAL PROVISIONS

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

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

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

CHANGE OF  BENEFICIARY  The  Policyowner  may change the  Beneficiary by written
request at any time during the Insured's  lifetime unless otherwise  provided in
the previous  designation of Beneficiary.  The change will take effect as of the
date the change is recorded at the Home Office. AVLIC will not be liable for any
payment made or action taken before the change is recorded.

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

PAYMENT  OF  PROCEEDS.  The Death  Benefit  Proceeds  are  subject  first to any
indebtedness  to AVLIC and then to the interest of any  assignee of record.  The
balance of any Death Benefit Proceeds shall be paid in one sum to the designated
beneficiary unless an Optional Method of Payment is selected.  If no beneficiary
survives the Insured, the Death Benefit Proceeds shall be paid in one sum to the
Policyowner,  if living; otherwise to any successor-owner,  if living; otherwise
to the Policyowner's  estate. Any Death Benefit Proceeds payable on the Maturity
Date or upon  Surrender  shall be paid in one sum unless an  Optional  Method of
Payment is elected.

INCONTESTABILITY.  The Policy or reinstated Policy is incontestable after it has
been in force for two years from the  Policy  Date (or  reinstatement  effective
date) during the lifetime of the Insured. An increase in the Specified Amount or
addition  of a rider  after the Policy  Date shall be  incontestable  after such
increase or  addition  has been in force for two years from its  effective  date
during the lifetime of the Insured.  However,  this two year provision shall not
apply to riders with their own contestability provision.

30     APPLAUSE! II
<PAGE>
MISSTATEMENT  OF AGE AND SEX.  If the age or sex of the  Insured  or any  person
insured by rider has been  misstated,  the amount of the Death  Benefit  and any
added  riders  provided  will those that would be  purchased  by the most recent
deduction for the Cost of Insurance and the cost of any additional riders at the
Insured's  correct  age or sex.  The Death  Benefit  Proceeds  will be  adjusted
correspondingly.

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

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

REPORTS AND RECORDS. AVLIC will maintain all records relating to the Account and
will mail to the  Policyowner,  at the last known  address of record,  within 30
days after each Policy  Anniversary,  an annual  report  which shows the current
Accumulation  Value,  Net Cash Surrender  Value,  Death Benefit,  premiums paid,
Outstanding Policy Debt and other information. The Policyowner will also be sent
a periodic  report for the Funds and a list of the portfolio  securities held in
each portfolio of the Funds.

ADDITIONAL INSURANCE BENEFITS (RIDERS.) Subject to certain requirements,  one or
more of the following  additional insurance benefits may be added to a Policy by
rider.  All  riders  are not  available  in all  states.  The cost,  if any,  of
additional insurance benefits will be deducted as part of the Monthly Deduction.
(See Charges From Accumulation Value - Monthly Deduction, page 27.)

ACCELERATED  BENEFIT RIDER FOR TERMINAL  ILLNESS  (LIVING  BENEFIT  RIDER.) Upon
satisfactory  proof of terminal illness after the two-year  contestable  period,
(no waiting period in certain states) AVLIC will accelerate the payment of up to
50% of the lowest  scheduled  Death  Benefit as provided by eligible  coverages,
less an amount up to two guideline level premiums.

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

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

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

ACCIDENTAL DEATH BENEFIT RIDER.  Provides additional  insurance if the Insured's
death results from accidental death, as defined in the rider. Under the terms of
the rider,  the  additional  benefits  provided  in the Policy will be paid upon
receipt of proof by AVLIC that death resulted  directly and independently of all
other  causes  from  accidental   bodily  injuries  incurred  before  the  rider
terminates and within 91 days after such injuries were incurred.

                                                             APPLAUSE! II     31
<PAGE>
CHILDREN'S  PROTECTION  RIDER.  Provides  for term  insurance  on the  Insured's
children,  as  defined in the  rider.  Under the terms of the  rider,  the Death
Benefit will be payable to the named  beneficiary  upon the death of any insured
child. Upon receipt of proof of the Insured's death before the rider terminates,
the rider will be considered paid up for the term of the rider.

WAIVER OF MONTHLY  DEDUCTIONS  ON DISABILITY  RIDER.  Provides for the waiver of
Monthly Deductions for the Policy and all riders while the Insured is disabled.

PAYOR WAIVER OF MONTHLY  DEDUCTIONS  ON  DISABILITY.  Provides for the waiver of
Monthly  Deductions  for the Policy and all riders  while the covered  person is
disabled. This rider is available for Insureds ages 0 to 14.

GUARANTEED  INSURABILITY  RIDER.  Provides  that the  Policyowner  can  purchase
additional  insurance for the Insured by increasing the Specified  Amount of the
Policy at certain future dates without evidence of insurability.

DISABILITY  BENEFIT  PAYMENT  RIDER.  Provides  for the  payment  by  AVLIC of a
disability  benefit in the form of premiums  while the Insured is disabled.  The
benefit amount may be chosen by the  Policyowner  at the issue of the rider.  In
addition,  while the Insured is totally disabled,  the Cost of Insurance for the
rider will not be deducted from Accumulation Value.

PAYOR  DISABILITY  RIDER.  Provides  for the  payment  by AVLIC of a  disability
benefit in the form of premiums while the Covered Person as defined in the rider
is totally  disabled.  The benefit amount may be chosen by the Policyowner  when
the rider is issued. In addition,  while the Covered Person is totally disabled,
the Cost of  Insurance  for the rider  will not be  deducted  from  Accumulation
Value.

TERM RIDER FOR COVERED INSURED. Provides the rider specified amount of insurance
to the Beneficiary  upon receipt of  Satisfactory  Proof of Death of any Covered
Insured, as identified in the rider.

DISTRIBUTION OF THE POLICIES
The principal  underwriter for the policies is AIC, a wholly owned subsidiary of
AMAL Corporation and an affiliate of AVLIC. AIC is registered as a broker-dealer
with the SEC and is a member of the National  Association of Securities  Dealers
("NASD").  AVLIC  pays AIC for  acting  as the  principal  underwriter  under an
Underwriting  Agreement.  In 1996, AIC received  gross  variable  universal life
compensation of  $10,227,584,  and retained  $376,122 in underwriting  fees, and
$3,222 in brokerage commissions on AVLIC's variable universal life policies.

The  Policies  are  sold  through  Registered  Representatives  of AIC or  other
broker-dealers  which have entered into  selling  agreements  with AVLIC or AIC.
These Registered  Representatives are also licensed by state insurance officials
to sell  AVLIC's  variable  life  policies.  Each of the  broker-dealers  with a
selling agreement is registered with the SEC and is a member of the NASD.

Under these selling  agreements,  AVLIC pays  commission to the  broker-dealers,
which in turn pay  commissions to the Registered  Representative  who sells this
Policy.  During the first Policy Year,  the commission may equal an amount up to
95%  of the first  year  target  premium  paid  plus the first  year cost of any
riders and 4% for premiums paid in excess of the first year target premium.  For
Policy Years two through  seven,  the commission may equal an amount up to 4% of
premiums paid. Broker-dealers may also receive a service fee up to an annualized
rate of .25% of the  Accumulation  Value  beginning  in the eighth  Policy Year.
Compensation arrangements may vary among broker-dealers.  In addition, AVLIC may
also pay override payments,  expense allowances,  bonuses,  wholesaler fees, and
training  allowances.  Registered  Representatives  who meet certain  production
standards  may receive  additional  compensation.  AVLIC may reduce or waive the
sales charge and/or other  charges on any Policy sold to directors,  officers or
employees  of  AVLIC  or  any  of  its  affiliates,   employees  and  registered
representatives  of any broker  dealer that has entered  into a sales  agreement
with AVLIC or AIC and the spouses or children of the above persons.  In no event
will any such  reduction  or  waiver  be  permitted  where it would be  unfairly
discriminatory to any person.

FEDERAL TAX MATTERS
The following  discussion  provides a general  description of the federal income
tax  considerations  associated  with the  Policy  and does  not  purport  to be
complete or cover all situations. This discussion is not intended as tax advice.
No attempt has been made to consider in detail any applicable state or other tax
(except  premium  taxes,  see  discussion  "Premium  Charge for Taxes," page 27)
laws. This discussion is based upon AVLIC's  understanding  of the relevant laws
at the time of  filing.  Counsel  and other  competent  tax  advisors  should be
consulted for more  complete  information  before a Policy is  purchased.  AVLIC
makes no  representation  as to the  likelihood of the  continuation  of present
federal  income  tax laws nor of the  interpretations  by the  Internal  Revenue
Service. Federal tax laws are subject to change and thus tax consequences to the
Insured, Policyowner or Beneficiary may be altered.


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

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

     AVLIC may also incur  state and local taxes (in  addition to premium  taxes
     for which a deduction  from premiums is currently  made.) At present,  they
     are not charges against the Account. If there is a material change in state
     or local tax laws, charges for such taxes  attributable to the Account,  if
     any, may be assessed against the Account.

(b)  TAX STATUS OF THE POLICY.  The Code (Section 7702) includes a definition of
     a  life   insurance  contract  for   federal  tax   purposes,  which places
     limitations  on  the amount of premiums that may be paid for the Policy and
     the  relationship  of  the  Accumulation Value to the Death Benefit.  AVLIC
     believes  that   the  Policy  meets  the  statutory  definition  of  a life
     insurance  contract.  If  the  Death  Benefit  of  a Policy is changed, the
     applicable definitional limitations may change.  In the case of a  decrease
     in the Death Benefit,  a  partial  Surrender,  a  change  in  Death Benefit
     option,  or  any  other  such change that reduces future benefits under the
     Policy  during the first 15 years after a Policy is issued and that results
     in  a  cash  distribution  to  the  Policyowners in order for the Policy to
     continue  complying  with  the  Section 7702  definitional  limitations  on
     premiums  and  Accumulation  Values,  such distributions will be taxable as
     ordinary  income  to  the  Policyowner  (to  the  extent of any gain in the
     Policy) as prescribed in Section 7702.

     The Code (Section 7702A) also defines a "modified  endowment  contract" for
     federal tax  purposes  which causes  distributions  to be taxed as ordinary
     income to the  extent of any gain.  This  Policy  will  become a  "modified
     endowment  contract"  if the  premiums  paid into the Policy fail to meet a
     7-pay premium test as outlined in Section 7702A of the Code.

     Certain  benefits  the  Insured may elect under this Policy may be material
     changes  affecting the 7-pay premium test.  These include  changes in Death
     Benefits and changes in the  Specified  Amount.  Should the Policy become a
     "modified  endowment  contract"  partial or full  Surrenders,  assignments,
     pledges,  and loans (including loans to pay loan interest) under the Policy
     will be taxable to the extent of any gain under the  Policy.  A 10% penalty
     tax also applies to the taxable  portion of any  distribution  prior to the
     Insured's  age 59 1/2. The 10% penalty tax does not apply if the Insured is
     disabled as defined  under the Code or if the  distribution  is paid out in
     the form of a life annuity on the life of the Insured or the joint lives of
     the Insured  and  Beneficiary.  One may avoid a Policy  becoming a modified
     endowment contract by, among other things, not making excessive payments or
     reducing  benefits.  Should one deposit excessive  premiums during a policy
     year, that portion that is returned by the insurance company within 60 days
     after the policy  anniversary  will reduce the  premiums  paid to avoid the
     Policy becoming a modified endowment contract. A Policyowner should contact
     a competent tax professional  before paying  additional  premiums or making
     other  changes to the Policy to determine  whether such payments or changes
     would cause the Policy to become a modified endowment contract.

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

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

     In   connection   with  the  issuance  of   regulations   relating  to  the
     diversification requirements,  the Treasury announced that such regulations
     do not provide  guidance  concerning  the extent to which owners may direct
     their   investments  to  

                                                             APPLAUSE! II     33
<PAGE>
     particular divisions of a separate account.  Regulations in this regard may
     be  issued  in  the  future.   It  is not clear what these regulations will
     provide nor whether they will be  prospective only.  It is  possible   that
     when regulations are issued, the  Policy may need to be  modified to comply
     with such  regulations.  For these  reasons, the Company reserves the right
     to modify  the Policy as  necessary to prevent  the Policyowner from  being
     considered  the  owner of the assets of the Account or otherwise to qualify
     the Policy for  favorable tax treatment.

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

(c)  TAX TREATMENT OF POLICY  PROCEEDS.  AVLIC  believes that the Policy will be
     treated in a manner  consistent with a fixed benefit life insurance  policy
     for  federal  income tax  purposes.  Thus,  AVLIC  believes  that the Death
     Benefit payable prior to the original maturity date will be excludable from
     the gross income of the beneficiary under Section 101(a)(1) of the Code and
     the  Policyowner  will not be deemed to be in  constructive  receipt of the
     Accumulation Value under the Policy  until  its  actual Surrender. However,
     in the event of certain cash distributions under the Policy resulting  from
     any change which reduces future benefits under the Policy, the distribution
     will be taxed in whole  or  in  part  as  ordinary income (to the extent of
     gain in the Policy.) See discussion page 33, "Tax Status of the Policy."

     AVLIC also believes that loans  received  under a Policy will be treated as
     indebtedness of the Policyowner and that no part of any loan under a Policy
     will constitute  income to the Policyowner so long as the Policy remains in
     force, unless the Policy becomes a Modified Endowment Contract.  Should the
     policy lapse while policy  loans are  outstanding  the portion of the loans
     attributable to earnings will become taxable.  Generally,  interest paid on
     any loan under a Policy owned by an individual will not be tax-deductible.

     Except for Policies  with respect to a limited  number of key persons of an
     employer  (both as defined in the Internal  Revenue  Code),  and subject to
     applicable  interest  rate  caps,  the  Health  Insurance  Portability  and
     Accountability  Act of 1996 (the "Health  Insurance Act") generally repeals
     the  deduction for interest paid or accrued after October 13, 1995 on loans
     from corporate owned life insurance  Policies.  Certain  transitional rules
     for existing  indebtedness  are included in the Health  Insurance  Act. The
     transitional  rules include a phase-out of the  deduction for  indebtedness
     incurred (1) before  January 1, 1996,  (or) (2) before January 1, 1997, for
     Policies  entered  into in 1994 or  1995.  The  phase-out  of the  interest
     expense  deduction occurs over a transition period between October 13, 1995
     and January 1, 1999.  There is also a special  rule for  pre-June  21, 1986
     Policies.  Policyowners  should consult a competent tax advisor  concerning
     the tax implications of these changes for their Policies.

     The right to exchange  the Policy for a flexible  premium  adjustable  life
     insurance  policy (See  Exchange  Privilege,  page 23), the right to change
     owners (See General  Provisions,  page 30), and the  provision  for partial
     withdrawals (See Surrenders,  page 23) may have tax consequences  depending
     on the circumstances of such exchange, change, or withdrawal. Upon complete
     Surrender or when Maturity  Benefits are paid, if the amount  received plus
     any Outstanding  Policy Debt exceeds the total premiums paid (the "basis"),
     that are not treated as previously withdrawn by the Policyowner, the excess
     generally will be taxed as ordinary income.

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

SAFEKEEPING OF THE ACCOUNT'S ASSETS
AVLIC holds the assets of the Account. The assets are kept physically segregated
and held  separate  and apart from the General  Account  assets,  except for the
Fixed  Account.  AVLIC  maintains  records of all purchases and  redemptions  of
Funds' shares by each of the Subaccounts.

THIRD PARTY SERVICES

AVLIC is aware that  certain  third  parties are offering  investment  advisory,
asset  allocation,  money  management and timing services in connection with the
contracts.  AVLIC does not engage any such third  parties to offer such services
of any type. In certain cases,  AVLIC has agreed to honor transfer  instructions
from  such  services  where  it  has  received  powers  of  attorney,  in a form
acceptable to it, from the contract owners  participating in the service.  Firms
or  persons  offering  such  services  do  so  independently   from  any  agency
relationship they may have with AVLIC for the sale of contracts.  AVLIC takes 

34     APPLAUSE! II
<PAGE>
no responsibility for the investment allocations  and transfers  transacted on a
contract  owner's  behalf by such  third  parties or any  investment  allocation
recommendations made by such parties.  Contract owners should be aware that fees
paid for such  services  are  separate  and in  addition  to fees paid under the
contracts.

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

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

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

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

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


EXECUTIVE OFFICERS AND DIRECTORS OF AVLIC
Shows name and position(s) with AVLIC followed by the principal  occupations for
the last five years.***

LAWRENCE J. ARTH, DIRECTOR, CHAIRMAN OF THE BOARD, PRESIDENT, AND CHIEF 
EXECUTIVE OFFICER*
Director,  Chairman of the Board,  and Chief  Executive  Officer:  ALIC**,  also
serves as officer and/or  director of other  subsidiaries  and/or  affiliates of
ALIC.

KENNETH C. LOUIS, DIRECTOR, EXECUTIVE VICE PRESIDENT*
Director,  President and Chief Operating  Officer:  ALIC; also serves as officer
and/or director of other subsidiaries and/or affiliates of ALIC.

ROBERT W. BUSH, DIRECTOR, SENIOR VICE PRESIDENT-VARIABLE OPERATIONS AND 
ADMINISTRATION*
Executive  Vice  President-Individual  Insurance:  ALIC;  also serves as officer
and/or director of other  subsidiaries  and/or  affiliates of ALIC;  Senior Vice
President,  CUNA Mutual Insurance Group;  also served as officer and/or director
of other subsidiaries and/or affiliates of CUNA.

                                                                APPLAUSE!     35
<PAGE>
WAYNE E. BREWSTER, SENIOR VICE PRESIDENT-VARIABLE SALES*
Vice President-Variable Sales: ALIC.

ASHOK CHAWLA, VICE PRESIDENT-FIXED ANNUITY INVESTMENTS****
Senior Vice  President - Fixed  Income  Group:  AmerUs  Life  Insurance  Company
(f.k.a.  American  Mutual Life  Insurance  Company);  Director-Risk  Management:
Providian Corp.;  Assistant Vice President:  Lincoln National Corp.

THOMAS C. GODLASKY, DIRECTOR****
Executive Vice  President and Chief  Investment  Officer:  AmerUs Life Holdings,
Inc.;  Executive  Vice  President  and Chief  Investment  Officer:  AmerUs  Life
Insurance Company (f.k.a. American Mutual Life Insurance Company); Manager-Fixed
Income  and  Derivatives  Department:  Providian  Corporation;  also  serves  as
director of an affiliate  of AVLIC;  also serves as officer  and/or  director of
other affiliates of AmerUs Life Insurance Company.

JOSEPH K.  HAGGERTY,  ASSISTANT  GENERAL  COUNSEL**** 
Senior Vice President and General Counsel:  AmerUs Life Holdings,  Inc.;  Senior
Vice  President  and General  Counsel:  AmerUs Life  Insurance  Company  (f.k.a.
American   Mutual  Life  Insurance   Company   f.k.a.   Central  Life  Assurance
Company*****);   Senior  Vice   President,   Deputy  General   Counsel:   I.C.H.
Corporation;  also serves as an officer to an affiliate of AVLIC,  and served as
officer  and/or  director  of other  subsidiaries  and/or  affiliates  of I.C.H.
Corporation; also serves as officer of other affiliates of AmerUs Life Insurance
Company.

JAMES R. HAIRE, VICE PRESIDENT AND ACTUARY*
Vice President-Corporate  Actuary:  ALIC; also serves as officer and/or director
of other subsidiaries and/or affiliates of ALIC.

JON C. HEADRICK, TREASURER*
Executive Vice President-Investments and Treasurer: ALIC; also serves as officer
and/or director of other subsidiaries and/or affiliates of ALIC.

SANDRA K. HOLMES, VICE PRESIDENT-FIXED ANNUITY CUSTOMER SERVICE****
Senior Vice President:  AmerUs Life Insurance  Company  (f.k.a.  American Mutual
Life Insurance Company, f.k.a. Central Life Assurance Company*****).

KENNETH R. JONES, VICE PRESIDENT-CORPORATE COMPLIANCE AND ASSISTANT SECRETARY*
Vice President, Corporate Compliance & Assistant Secretary: ALIC; also serves as
officer of other subsidiaries and/or affiliates of ALIC.

NORMAN M. KRIVOSHA, SECRETARY AND GENERAL COUNSEL*
Executive Vice  President,  Secretary & Corporate  General  Counsel:  ALIC; also
serves as officer and/or  director of other  subsidiaries  and/or  affiliates of
ALIC.

JOANN M. MARTIN, CONTROLLER*
Senior Vice  President-Controller and Chief Financial Officer: ALIC; also serves
as officer and/or director of other subsidiaries and/or affiliates of ALIC.

SHEILA SANDY, ASSISTANT SECRETARY****
Manager Annuity Services:  AmerUs Life Insurance Company (f.k.a. American Mutual
Life Insurance Company).

MICHAEL E. SPROULE, DIRECTOR****
Executive  Vice  President and Chief  Financial  Officer:  AmerUs Life Holdings,
Inc.;  Executive  Vice  President  and  Chief  Financial  Officer:  AmerUs  Life
Insurance Company (f.k.a. American Mutual Life Insurance Company, f.k.a. Central
Life Assurance Company*****);  I.C.H. Corporation; also serves as director of an
affiliate of AVLIC;  also serves as officer and/or director of other  affiliates
of AmerUs Life Insurance Company.

LINDA S. STRECK, VICE PRESIDENT-FIXED ANNUITY PRODUCT DEVELOPMENT****
Actuarial  Vice  President - Product  Development  and  Management:  AmerUs Life
Insurance Company (f.k.a. American Mutual Life Insurance Company, f.k.a. Central
Life Assurance Company*****).

36     APPLAUSE! II
<PAGE>
KEVIN WAGONER, ASSISTANT TREASURER****
Director Investment Accounting:  AmerUs Life Insurance Company (f.k.a.  American
Mutual Life Insurance  Company,  f.k.a.  Central Life  Assurance  Company*****);
Senior Financial Analyst: Target Stores. 

     *Principal business address:     Ameritas Variable Life Insurance Company,
                                      One Ameritas Way, 5900 "O" Street, 
                                      P.O. Box 82550, Lincoln, Nebraska 68501.
     **Ameritas Life Insurance Corp.

     ***Where an individual has held more than one position with an organization
     during the last 5-year period, the last position held has been given.

     **** Principal business  address for  Joseph Haggerty,  Sandra K.   Holmes,
     Michael E. Sproule,  Ashok K. Chawla, Thomas C. Godlasky, Sheila E.  Sandy,
     Linda S. Streck,  and   Kevin Wagoner is:   AmerUs  Life Insurance Company,
     611 Fifth Avenue, Des Moines, Iowa  50309.

     *****  Central Life  Assurance  Company  merged with  American  Mutual Life
     Insurance Company on December 31, 1994.  Central Life Assurance Company was
     the survivor of the merger.  Contemporaneous with the merger,  Central Life
     Assurance  Company  changed  its name to  American  Mutual  Life  Insurance
     Company. (American Mutual Life Insurance Company changed its name to AmerUs
     Life Insurance Company on July 1, 1996.)


LEGAL MATTERS
All matters of Nebraska law pertaining to the Policy,  including the validity of
the Policy and AVLIC's right to issue the Policy under  Nebraska  Insurance Law,
have been passed upon by Norman M.  Krivosha,  Secretary and General  Counsel of
AVLIC.

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

EXPERTS
The financial statements of AVLIC as of December 31, 1996 and 1995, and for each
of the three years in the period  ended  December 31,  1996,  and the  financial
statements  of the  Account as of  December  31,  1996 and for each of the three
years in the period then ended, included in this Prospectus have been audited by
Deloitte  & Touche  LLP,  independent  auditors,  as  stated  in  their  reports
appearing herein, and are  included  in  reliance  upon the reports of such firm
given upon their authority as experts in accounting and auditing.

Actuarial  matters  included in this  Prospectus have been examined by Thomas P.
McArdle,  Assistant  Vice  President  and  Associate  Actuary of  Ameritas  Life
Insurance  Corp.,  as  stated  in  the  opinion  filed  as  an  exhibit  to  the
registration statement.

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

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

                                                             APPLAUSE!  II    37
<PAGE>
                          Independent Auditors' Report



Board of Directors
Ameritas Variable Life
  Insurance Company
Lincoln, Nebraska

    We have  audited  the  accompanying  statement  of net  assets  of  Ameritas
Variable Life Insurance  Company Separate Account V as of December 31, 1996, and
the related  statements of operations  and changes in net assets for each of the
three  years in the  period  then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

    We conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1996. An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion,  such financial  statements  present fairly, in all material
respects,  the financial  position of Ameritas  Variable Life Insurance  Company
Separate  Account V as of December 31, 1996,  and the results of its  operations
and  changes in its net assets  for each of the three  years in the period  then
ended, in conformity with generally accepted accounting principles.



/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
February 1, 1997

38    APPLAUSE! II
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                             STATEMENT OF NET ASSETS
                                DECEMBER 31, 1996

ASSETS

INVESTMENTS AT NET ASSET VALUE:
<S>                                                                                <C>    
Variable Insurance Products Fund:
     Money Market Portfolio - 7,637,767.850 shares at                 
       $1.00 per share (cost $7,637,768)                                            $          7,637,768
     Equity-Income Portfolio - 817,109.096 shares at
       $21.03 per share (cost $12,890,674)                                                    17,183,804
     Growth Portfolio - 841,043.772 shares at
       $31.14 per share (cost $18,237,669)                                                    26,190,103
     High Income Portfolio - 558,109.727 shares at
       $12.52 per share (cost $6,060,955)                                                      6,987,534
     Overseas Portfolio - 565,907.403 shares at
       $18.84 per share (cost $8,863,172)                                                     10,661,695
Variable Insurance Products Fund II:
     Asset Manager Portfolio - 1,326,763.623 shares at
       $16.93 per share (cost $18,129,171)                                                    22,462,108
     Investment Grade Bond Portfolio - 192,186.776 shares at                           
       $12.24 per share (cost $2,269,043)                                                      2,352,366
     Contrafund Portfolio - 176,606.628 shares at
       $16.56 per share (cost $2,654,228)                                                      2,924,606
     Index 500 Portfolio - 21,656.138 shares at
       $89.13 per share (cost $1,776,480)                                                      1,930,212
     Asset Manager: Growth Portfolio - 42,445.800 shares at
       $13.10 per share (cost $537,009)                                                          556,040
Alger American Fund:
     Small Capitalization Portfolio - 345,335.196 shares at
       $40.91 per share (cost $11,394,354)                                                    14,127,663
     Growth Portfolio - 233,042.387 shares at
       $34.33 per share (cost $6,402,061)                                                      8,000,345
     Income and Growth Portfolio - 234,654.249 shares at
       $8.42 per share (cost $2,405,858)                                                       1,975,789
     Midcap Growth Portfolio - 263,959.188 shares at
       $21.35 per share (cost $4,851,056)                                                      5,635,529
     Balanced Portfolio - 98,800.487 shares at
       $9.24 per share (cost $1,036,004)                                                         912,916
     Leveraged Allcap Portfolio - 61,392.043 shares at
       $19.36 per share (cost $1,169,774)                                                      1,188,550
Dreyfus Stock Index Fund:
     Stock Index Fund Portfolio - 109,123.387 shares at
       $20.28 per share (cost $1,534,631)                                                      2,213,022
MFS Variable Insurance Trust:
     Emerging Growth Series Portfolio - 193,700.823 shares at
       $13.24 per share (cost $2,533,503)                                                      2,564,599
     World Governments Series Portfolio - 17,336.705 shares at
       $10.58 per share (cost $176,945)                                                          183,422
     Utilities Series Portfolio - 28,672.191 shares at
       $13.66 per share (cost $383,098)                                                          391,662
                                                                                      -------------------

          NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS                            $        136,079,733
                                                                                      ===================

The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                             APPLAUSE! II     39
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
               STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
                        FOR THE YEARS ENDED DECEMBER 31,




                                                                           1996               1995                1994
                                                                      ----------------   ----------------    ---------------
<S>                                                                <C>                <C>                 <C>    
INVESTMENT INCOME
     Dividend distributions received                                $       1,837,028  $       1,293,935   $        799,210
EXPENSES
     Charges to policyowners for assuming
     mortality and expense risk                                             1,085,616            723,000            465,706
                                                                      ----------------   ----------------    ---------------
          INVESTMENT INCOME - NET                                             751,412            570,935            333,504
                                                                      ----------------   ----------------    ---------------

REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS - NET
     Capital gain distributions received                                    4,152,296            403,845          1,403,280
     Unrealized increase/(decrease)                                         7,185,902         14,755,373         (2,469,056)
                                                                      ----------------   ----------------    ---------------
          NET GAIN/(LOSS) ON INVESTMENTS                                   11,338,198         15,159,218         (1,065,776)
                                                                      ----------------   ----------------    ---------------

          NET INCREASE/(DECREASE) IN NET
          ASSETS RESULTING FROM OPERATIONS                                 12,089,610         15,730,153           (732,272)

NET INCREASE IN NET ASSETS RESULTING
     FROM PREMIUM PAYMENTS AND OTHER
     OPERATING TRANSFERS                                                   30,380,460         19,763,147         21,904,104
                                                                      ----------------   ----------------    ---------------
          TOTAL INCREASE IN NET ASSETS                                     42,470,070         35,493,300         21,171,832

NET ASSETS
     Beginning of period                                                   93,609,663         58,116,363         36,944,531
                                                                      ----------------   ----------------    ---------------
     End of period                                                  $     136,079,733  $      93,609,663   $     58,116,363
                                                                      ================   ================    ===============









The accompanying notes are an integral part of these financial statements.
</TABLE>
40     APPLAUSE! II
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                          NOTES TO FINANCIAL STATEMENTS




A.     ORGANIZATION AND ACCOUNTING POLICIES:
       -------------------------------------
 
       Ameritas Variable Life Insurance Company Separate Account V (the Account)
       was  established  on August 28,  1985,  under  Nebraska  law by  Ameritas
       Variable Life Insurance  Company  (AVLIC),  a wholly-owned  subsidiary of
       AMAL Corporation,  a holding company 66% owned by Ameritas Life Insurance
       Corp (ALIC) and 34% owned by AmerUs Life Insurance Company (AmerUs).  The
       assets of the Account are  segregated  from AVLIC's  other assets and are
       used only to support variable life products issued by AVLIC.

       The Account is registered  under the  Investment  Company Act of 1940, as
       amended,  as a unit  investment  trust.  At December 31, 1996,  there are
       twenty  subaccounts  within the Account.  Five of the subaccounts  invest
       only in a corresponding Portfolio of Variable Insurance Products Fund and
       five  invest only in a  corresponding  Portfolio  of  Variable  Insurance
       Products  Fund  II.  Both  funds  are  diversified   open-end  management
       investment  companies and are managed by Fidelity Management and Research
       Company. Six of the subaccounts invest only in a corresponding  Portfolio
       of  Alger  American  Fund  which  is a  diversified  open-end  management
       investment company managed by Fred Alger Management,  Inc. One subaccount
       invests only in a  corresponding  Portfolio  of Dreyfus  Stock Index Fund
       which is a non-diversified open-end management investment company managed
       by Dreyfus Service Corporation. Three of the subaccounts invest only in a
       corresponding  Portfolio  of MFS  Variable  Insurance  Trust  which  is a
       diversified   open-end   management   investment   company   managed   by
       Massachusetts  Financial Services Company.  All five funds are registered
       under the Investment Company Act of 1940, as amended. Each Portfolio pays
       the manager a monthly  fee for  managing  its  investments  and  business
       affairs.  The assets of the Account are carried at the net asset value of
       the underlying  Portfolios of the Funds.  The value of the  policyowners'
       units   corresponds  to  the  Account's   investment  in  the  underlying
       subaccounts.  The  availability  of investment  portfolio and  subaccount
       options  may vary  between  products.  Share  transactions  and  security
       transactions are accounted for on a trade date basis.

       AVLIC currently does not expect to incur any federal income tax liability
       attributable to the Account with respect to the sale of the variable life
       insurance policies.  If, however, AVLIC determines that it may incur such
       taxes attributable to the Account,  it may assess a charge for such taxes
       against the Account.

B.     POLICYHOLDER CHARGES:
       --------------------
 
       AVLIC  charges the Account for mortality  and expense  risks  assumed.  A
       daily  charge  is made  on the  average  daily  value  of the net  assets
       representing  equity of  policyowners  held in each  subaccount  per each
       product's  current  policy  provisions.  Additional  charges  are made at
       intervals and in amounts per each product's  current  policy  provisions.
       These charges are prorated against the balance in each investment  option
       of the  policyholder,  including  the Fixed  Account  option which is not
       reflected in this separate  account.  The withdrawal of these charges are
       included as other operating transfers.

                                                             APPLAUSE! II     41
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                          NOTES TO FINANCIAL STATEMENTS



C:     INFORMATION BY FUND:

                                                                   Variable Insurance Products Fund
                                          -------------------------------------------------------------------------------
                                               Money           Equity-                          High
                                               Market          Income           Growth         Income         Overseas
                                         --------------  ----------------  --------------- --------------  --------------        
 <S>                                   <C>             <C>               <C>              <C>            <C>    
  Balance 01-01-96                      $     5,613,527 $      12,572,494 $    20,504,133  $  4,325,807   $    7,483,491    
  Distributed earnings                          383,333           586,341       1,480,529       414,864          201,300
  Mortality risk charge                         (71,053)         (141,453)       (223,387)      (52,366)         (87,506)
  Unrealized increase/(decrease)                    ---         1,388,228       1,591,342       303,796          931,213
  Net premium transferred                     1,711,961         2,778,194       2,837,486     1,995,433        2,133,197
                                          --------------  ----------------  --------------  -------------  -- -----------
  Balance 12-31-96                      $     7,637,768 $      17,183,804 $    26,190,103  $  6,987,534   $   10,661,695          
                                          ==============  ================  ==============  =============  ==============

</TABLE>
<TABLE>
<CAPTION>
                                                                 Variable Insurance Products Fund II
                                         -------------------------------------------------------------------------------
                                             Asset         Investment                                      Asset Mgr.:
                                            Manager        Grade Bond       Contrafund     Index 500         Growth
                                         -------------   -------------    -------------   ------------  ----------------      
 <S>                                  <C>              <C>              <C>             <C>           <C>   
  Balance 01-01-96                      $  19,286,671   $   2,136,439    $    129,293    $     4,639   $       13,585
  Distributed earnings                      1,280,712         110,640           1,845          1,869           22,368
  Mortality risk charge                      (192,161)        (22,366)        (12,082)        (6,403)          (2,489)
  Unrealized increase/(decrease)            1,567,972         (39,903)        270,650        153,497           19,517
  Net premium transferred                     518,914         167,556       2,534,900      1,776,610          503,059
                                         ------------     -------------   -------------   ------------  ----------------
  Balance 12-31-96                      $  22,462,108   $   2,352,366    $  2,924,606   $  1,930,212   $      556,040
                                         ============     =============   =============   ============  ================

</TABLE>
<TABLE>
<CAPTION>

                                                                        Alger American Fund
                                      ----------------------------------------------------------------------------------------------
                                          Small                            Income and      Midcap                        Leveraged
                                      Capitalization       Growth           Growth         Growth        Balanced          Allcap
                                      --------------  ----------------  -------------- ------------- ----------------  -------------
 <S>                               <C>             <C>               <C>             <C>           <C>              <C>

  Balance 01-01-96                  $    10,377,502 $       4,678,557 $       918,762 $   2,682,818 $       436,491  $     100,756 
  Distributed earnings                       51,224           169,099         837,514        74,978         229,557          4,125
  Mortality risk charge                    (118,508)          (58,005)        (13,912)      (38,781)         (6,215)        (5,432)
  Unrealized increase/(decrease)            368,251           592,282        (557,847)      330,732        (168,250)        17,914
  Net premium transferred                 3,449,194         2,618,412         791,272     2,585,782         421,333      1,071,187
                                      --------------  ----------------  -------------- ------------- ----------------  -------------
  Balance 12-31-96                  $    14,127,663 $       8,000,345 $     1,975,789 $   5,635,529 $       912,916  $   1,188,550 
                                      ==============  ================  ============== ============= ================  =============

</TABLE>
<TABLE>
<CAPTION>

                                                      MFS Variable Insurance Trust       Dreyfus
                                      ------------------------------------------------ -------------
                                        Emerging           World                          Stock
                                         Growth         Governments       Utilities     Index Fund                 TOTAL
                                      --------------  ---------------- --------------  -------------         -----------------
 <S>                               <C>             <C>               <C>             <C>                  <C>
  Balance 01-01-96                  $       118,158 $          15,815 $        18,547 $   2,192,178        $       93,609,663    
  Distributed earnings                       21,561               ---          32,602        84,863                 5,989,324
  Mortality risk charge                      (9,549)             (913)         (1,520)      (21,515)               (1,085,616)
  Unrealized increase/(decrease)             32,735             7,363           9,810       366,600                 7,185,902
  Net premium transferred                 2,401,694           161,157         332,223      (409,104)               30,380,460
                                      --------------  ----------------  -------------- -------------         -----------------
  Balance 12-31-96                  $     2,564,599 $         183,422 $       391,662 $   2,213,022        $      136,079,733    
                                      ==============  ================  ============== =============         =================


</TABLE>
42     APPLAUSE! II
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                          NOTES TO FINANCIAL STATEMENTS



C:     INFORMATION BY FUND:
<TABLE>
<CAPTION>

                                                             Variable Insurance Products Fund
                                     -------------------------------------------------------------------------------
                                         Money            Equity-                          High
                                         Market           Income           Growth         Income        Overseas
                                     --------------  ----------------  -------------- -------------  ---------------
<S>                               <C>             <C>               <C>             <C>            <C>        
 Balance 01-01-95                  $     6,247,662 $       6,295,945 $    12,362,890 $   2,970,211  $     4,954,650              
 Distributed earnings                      330,031           558,647          71,777       214,996           39,788
 Mortality risk charge                     (57,621)          (89,161)       (160,505)      (40,007)         (60,098)
 Unrealized increase/(decrease)                ---         2,148,654       4,664,368       542,261          616,308
 Net premium transferred                  (906,545)        3,658,409       3,565,603       638,346        1,932,843
                                     --------------  ----------------  -------------- ------------- ----------------
 Balance 12-31-95                  $     5,613,527 $      12,572,494 $    20,504,133 $   4,325,807 $      7,483,491               
                                     ==============  ================  ============== ============= ================
</TABLE>
<TABLE>
<CAPTION>

                                                             Variable Insurance Products Fund II
                                     -------------------------------------------------------------------------------
                                         Asset         Investment       Contrafund     Index 500      Asset Mgr.:
                                        Manager        Grade Bond           (1)           (2)         Growth (3)
                                     --------------  ----------------  -------------- ------------- ----------------
<S>                               <C>             <C>               <C>             <C>           <C>    
 Balance 01-01-95                  $    16,158,059 $         907,159 $           --- $         --- $            ---                 
 Distributed earnings                      346,679            34,269           1,284           ---              564
 Mortality risk charge                    (164,848)          (13,893)           (119)           (7)             (25)
 Unrealized increase/(decrease)          2,471,611           183,723            (273)          236             (486)
 Net premium transferred                   475,170         1,025,181         128,401         4,410           13,532
                                     --------------  ----------------  -------------- ------------- ----------------
 Balance 12-31-95                  $    19,286,671 $       2,136,439 $       129,293 $       4,639 $         13,585
                                     ==============  ================  ============== ============= ================

</TABLE>
<TABLE>
<CAPTION>

                                                                       Alger American Fund
                                     -----------------------------------------------------------------------------------------------
                                         Small                          Income and       Midcap                         Leveraged
                                     Capitalization      Growth           Growth         Growth        Balanced         Allcap (4)
                                     --------------  ----------------  -------------- ------------- ---------------- ---------------
<S>                               <C>             <C>               <C>             <C>           <C>              <C>
 Balance 01-01-95                  $     4,264,367 $       2,012,571 $       307,350 $     545,887 $      126,178   $          --- 
 Distributed earnings                          ---            34,885           5,186           142          3,039              ---
 Mortality risk charge                     (67,150)          (32,981)         (5,765)      (14,362)        (2,251)            (57)
 Unrealized increase/(decrease)          2,184,006           924,176         146,805       430,138         45,544             863
 Net premium transferred                 3,996,279         1,739,906         465,186     1,721,013        263,981          99,950
                                     --------------  ----------------  -------------- ------------- ---------------- ---------------
 Balance 12-31-95                  $    10,377,502 $       4,678,557 $       918,762 $   2,682,818 $      436,491   $     100,756  
                                     ==============  ================  ============== ============= ================  ==============

</TABLE>
<TABLE>
<CAPTION>

                                                     MFS Variable Insurance Trust       Dreyfus
                                     ------------------------------------------------ -------------
                                       Emerging         World (6)        Utilities       Stock
                                      Growth (5)       Governments          (7)        Index Fund                  TOTAL
                                     --------------  ----------------  -------------- -------------          -----------------
<S>                               <C>             <C>               <C>             <C>                   <C> 
 Balance 01-01-95                  $           --- $             --- $           --- $     963,434         $       58,116,363    
 Distributed earnings                        2,634             1,440           1,745        50,674                  1,697,780
 Mortality risk charge                        (118)              (37)            (10)      (13,985)                  (723,000)
 Unrealized increase/(decrease)             (1,638)             (885)         (1,246)      401,208                 14,755,373
 Net premium transferred                   117,280            15,297          18,058       790,847                 19,763,147
                                     --------------  ----------------  -------------- -------------          -----------------
 Balance 12-31-95                  $       118,158 $          15,815 $        18,547 $   2,192,178         $       93,609,663    
                                     ==============  ================  ============== =============          =================

</TABLE>

(1) Commenced business 09/05/95.          (5) Commenced business 09/12/95.
(2) Commenced business 10/17/95.          (6) Commenced business 09/13/95.
(3) Commenced business 09/13/95.          (7) Commenced business 10/18/95.
(4) Commenced business 09/13/95.

                                                             APPLAUSE! II     43
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                          NOTES TO FINANCIAL STATEMENTS


C.     INFORMATION BY FUND:

                                                                    Variable Insurance Products Fund
                                          -------------------------------------------------------------------------------          
                                               Money           Equity                           High
                                               Market           Income           Growth         Income        Overseas
                                          --------------  ----------------  -------------- ------------- ----------------
 <S>                                   <C>             <C>               <C>             <C>           <C>           
  Balance 01-01-94                      $     3,302,391 $       4,081,214 $     8,666,232 $   2,112,409 $      2,627,460       
  Distributed earnings                          227,947           343,291         540,322       192,676           16,253
  Mortality risk charge                         (53,086)          (50,692)        (97,597)      (24,422)         (41,486)
  Unrealized increase/(decrease)                    ---           (10,817)       (430,322)     (216,500)         (57,561)
  Net premium transferred                     2,770,410         1,932,949       3,684,255       906,048        2,409,984
                                          --------------  ----------------  -------------- ------------- ----------------
  Balance 12-31-94                      $     6,247,662 $       6,295,945 $    12,362,890 $   2,970,211 $      4,954,650       
                                          ==============  ================  ============== ============= ================
</TABLE>
<TABLE>
<CAPTION>


                                                                          Alger American Fund
                                          -------------------------------------------------------------------------------
                                                                             Income and       Midcap
                                            Small Cap         Growth           Growth         Growth        Balanced
                                          --------------  ----------------  -------------- ------------- ----------------
 <S>                                   <C>             <C>               <C>             <C>           <C>                   
  Balance 01-01-94                      $     2,431,108 $         513,578 $       155,544 $      91,469 $         12,416     
  Distributed earnings                          197,447            56,309          12,250           805            1,173
  Mortality risk charge                         (28,810)          (10,955)         (2,338)       (2,777)            (667)
  Unrealized increase/(decrease)               (212,648)           11,388         (27,043)       15,802             (793)
  Net premium transferred                     1,877,270         1,442,251         168,937       440,588          114,049
                                          --------------  ----------------  -------------- ------------- ----------------
  Balance 12-31-94                      $     4,264,367 $       2,012,571 $       307,350 $     545,887 $        126,178     
                                          ==============  ================  ============== ============= ================

</TABLE>
<TABLE>
<CAPTION>

                                                        Variable Insurance
                                                        Products Fund II       Dreyfus
                                          --------------  ----------------  --------------
                                              Asset         Investment          Stock
                                             Manager        Grade Bond       Index Fund                       TOTAL
                                          --------------  ----------------  --------------               ----------------
 <S>                                   <C>             <C>               <C>                           <C>  
  Balance 01-01-94                      $    11,412,386 $       1,069,216 $       469,108               $     36,944,531      
  Distributed earnings                          589,342             2,944          21,731                      2,202,490
  Mortality risk charge                        (133,984)          (12,468)         (6,424)                      (465,706)
  Unrealized increase/(decrease)             (1,465,271)          (53,875)        (21,416)                    (2,469,056)
  Net premium transferred                     5,755,586           (98,658)        500,435                     21,904,104
                                          --------------  ----------------  --------------               ----------------
  Balance 12-31-94                      $    16,158,059 $         907,159 $       963,434               $     58,116,363      
                                          ==============  ================  ==============               ================
</TABLE>

44     APPLAUSE! II
<PAGE>
                          Independent Auditors' Report



Board of Directors
Ameritas Variable Life Insurance Company
Lincoln, Nebraska

     We have audited the  accompanying  balance sheets of Ameritas Variable Life
Insurance  Company as of December  31, 1996 and 1995, and the related statements
of  operations,  changes in  stockholder's equity and cash flows for each of the
three  years in the period ended December  31, 1996.  These financial statements
are  the  responsibility  of  the Company's  management.  Our  responsibility is
to express an opinion on these financial statements based on our audits.

     We conducted our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  such financial statements present fairly, in all  material
respects,  the financial  position of Ameritas Variable Life Insurance  Company
as of  December  31,  1996 and 1995,  and the  results of its operations and its
cash  flows  for each of the three years in the  period ended December 31, 1996,
in conformity with generally  accepted  accounting principles.


/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
February 1, 1997

                                                             APPLAUSE! II     45
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                                  BALANCE SHEETS
                                  --------------
                      (in thousands, except per share data)
                      ------------------------------------- 
                                                                                                       December 31,
                                                                                   -------------------------------------------------
                                                                                           1996                        1995
                                                                                   ----------------------       --------------------
<S>                                                                             <C>                          <C>  
ASSETS
- ------
     Investments:
       Fixed maturity securities, available for sale (amortized cost
             $62,048 - 1996 and $38,753 - 1995)                                  $                62,621      $              40,343
       Loans on insurance policies                                                                 4,309                      2,639
                                                                                   ----------------------       --------------------
           Total investments                                                                      66,930                     42,982

     Cash and cash equivalents                                                                    10,684                      5,660
     Accrued investment income                                                                     1,096                        790
     Reinsurance recoverable-affiliates                                                                9                         57
     Prepaid reinsurance premium-affiliates                                                        2,156                      1,506
     Deferred policy acquisition costs                                                            79,272                     57,664
     Other                                                                                           483                        106
     Separate Accounts                                                                           947,580                    682,482
                                                                                   ----------------------       --------------------
                                                                                 $             1,108,210      $             791,247
                                                                                   ======================       ====================
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------
   LIABILITIES:
     Policy and contract reserves                                                $                   749      $                 609
     Accumulated contract values                                                                  77,560                     44,568
     Unearned policy charges                                                                       1,243                        964
     Unearned reinsurance ceded allowance                                                          3,139                      2,279
     Federal income taxes--
           Current                                                                                   875                        685
           Deferred                                                                                9,921                     11,398
     Other                                                                                         8,134                      4,266
     Separate Accounts                                                                           947,580                    682,482
                                                                                   ----------------------       --------------------
          Total Liabilities                                                                    1,049,201                    747,251
                                                                                   ----------------------       --------------------

   STOCKHOLDER'S EQUITY:
     Common stock, par value $100 per share;
       authorized 50,000 shares, issued and
       outstanding 40,000 shares                                                                   4,000                      4,000
     Additional paid-in capital                                                                   40,370                     29,700
     Retained earnings                                                                            14,510                      9,860
     Net unrealized investment gain                                                                  129                        436
                                                                                   ----------------------       --------------------
          Total Stockholder's Equity                                                              59,009                     43,996
                                                                                   ----------------------       --------------------

                                                                                 $             1,108,210      $             791,247
                                                                                   ======================       ====================









The accompanying notes are an integral part of these financial statements.
</TABLE>
46     APPLAUSE! II
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------  
                            STATEMENTS OF OPERATIONS
                            ------------------------
                                 (in thousands)
                                 --------------  

                                                                                      Years Ended December 31,
                                                                -----------------------------------------------------------------
                                                                       1996                   1995                  1994
                                                                -------------------    -------------------   --------------------
<S>                                                          <C>                    <C>                   <C>   
INCOME:
Insurance revenues:
  Contract charges                                            $             26,345   $             18,350  $              13,528
  Premium-reinsurance ceded                                                 (5,895)                (4,289)                (2,009)
  Reinsurance ceded allowance                                                2,235                  1,859                    502

Investment revenues:
    Investment income, net                                                   3,603                  3,492                  3,046
    Realized gains, net                                                         19                     28                     19

  Other                                                                        567                    261                    337
                                                                -------------------    -------------------   --------------------

                                                                            26,874                 19,701                 15,423
                                                                -------------------    -------------------   --------------------

BENEFITS AND EXPENSES:
  Policy Benefits:
    Death benefits                                                             716                    268                    417
    Interest credited                                                        2,736                  1,995                  1,524
    Increase in policy and contract reserves                                   140                    183                    195
    Other                                                                       52                     32                     46
  Sales and operating expenses                                              10,041                  6,815                  5,940
  Amortization of deferred policy acquisition costs                          5,531                  3,057                  2,521
                                                                -------------------    -------------------   --------------------

                                                                            19,216                 12,350                 10,643
                                                                -------------------    -------------------   --------------------

Income before federal income taxes                                           7,658                  7,351                  4,780
                                                                -------------------    -------------------   --------------------

Income taxes - current                                                       3,819                  1,685                   (608)
Income taxes - deferred                                                       (811)                   902                  2,278
                                                                -------------------    -------------------   --------------------
     Total income taxes                                                      3,008                  2,587                  1,670
                                                                -------------------    -------------------   --------------------

NET INCOME                                                    $              4,650   $              4,764  $               3,110
                                                                ===================    ===================   ====================











The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                             APPLAUSE! II     47
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------  
                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                  ---------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
              ----------------------------------------------------
                          (in thousands, except shares) 
                          -----------------------------


                                                                                                                   
                                                                                                                Net 
                                                        Common Stock             Additional                 Unrealized
                                             -------------------------------      Paid-in       Retained    Investment
                                                 Shares           Amount          Capital       Earnings    Gain(Loss)     Total 
                                             ---------------   -------------   --------------  -----------  ----------  ------------
<S>                                                <C>      <C>              <C>             <C>           <C>        <C> 
BALANCE, January 1, 1994                            40,000   $         4,000  $       23,700  $      1,986  $       -  $    29,686

   Capital contribution from
    Ameritas Life Insurance Corp.                         -                -           6,000             -          -        6,000  

   Net unrealized investment loss, net                    -                -               -             -       (173)        (173)

   Net income                                             -                -               -         3,110           -       3,110
                                             ---------------    ------------   --------------   ----------- ----------  ------------

BALANCE, December 31, 1994                           40,000            4,000          29,700         5,096       (173)      38,623

   Net unrealized investment gain, net                    -                -               -             -        609          609 

   Net income                                             -                -               -         4,764          -        4,764
                                             ---------------    -------------  --------------   ------------ ---------  ------------
BALANCE, December 31, 1995                           40,000            4,000          29,700         9,860        436       43,996

   Return of capital                                      -                -         (15,000)            -          -      (15,000)

   Capital contribution from
      AMAL Corporation                                    -                -          25,670             -          -       25,670 

   Net unrealized investment loss, net                    -                -               -             -       (307)        (307)

   Net income                                             -                -               -         4,650          -        4,650
                                             ---------------    -------------   -------------   ------------  ---------   ----------

BALANCE, December 31, 1996                           40,000   $        4,000  $       40,370   $    14,510   $    129    $  59,009
                                             ===============    =============   =============   ============  ==========  ==========







The accompanying notes are an integral part of these financial statements.
</TABLE>

48     APPLAUSE! II
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                 (in thousands)



                                                                                                     December 31,
                                                                                ----------------------------------------------------
                                                                                      1996              1995              1994
                                                                                ----------------  -----------------  ---------------
<S>                                                                           <C>             <C>                  <C>
OPERATING ACTIVITIES
- --------------------
Net Income                                                                     $        4,650  $             4,764  $         3,110
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Amortization of deferred policy acquisition costs                                  5,531                3,057            2,521
     Policy acquisition costs deferred                                                (26,596)             (16,020)         (17,481)
     Interest credited to contract values                                               2,736                1,995            1,524
     Amortization of discounts or premiums                                                (83)                 (70)             (49)
     Net realized gains on investment transactions                                        (19)                 (28)             (19)
     Deferred income taxes                                                               (811)                 902            2,278
     Change in assets and liabilities:
       Accrued investment income                                                         (306)                 (15)             (98)
       Reinsurance recoverable-affiliates                                                  48                  412             (469)
       Prepaid reinsurance premium                                                       (650)                (487)            (451)
       Other assets                                                                      (377)                 (18)             (16)
       Policy and contract reserves                                                       140                  183              195
       Unearned policy charges                                                            279                  234              247
       Federal income tax payable-current                                                (310)                 698              (81)
       Unearned reinsurance ceded allowance                                               860                  610              595
       Other liabilities                                                                3,868                1,939           (1,823)
                                                                                 -------------   ------------------   --------------
Net cash used in operating activities                                                 (11,040)              (1,844)         (10,017)
                                                                                 -------------   ------------------   --------------

INVESTING ACTIVITIES
- --------------------
Purchase of fixed maturity securities available for sale                              (31,514)              (7,760)         (15,673)
Proceeds from maturities or repayment of fixed maturity securities
    available for sale                                                                  5,307                3,738            5,108
Proceeds from sales of fixed maturity securities available for sale                     3,014                    -                -
Net change in loans on insurance policies                                              (1,670)              (1,042)            (576)
                                                                                 -------------   ------------------   --------------
  Net cash used in investing activities                                               (24,863)              (5,064)         (11,141)
                                                                                 -------------   ------------------   --------------

FINANCING ACTIVITIES
- --------------------
Return of capital                                                                     (15,000)                   -            6,000
Capital contribution                                                                   25,670                    -                -
Net change in accumulated contract values                                              30,257                4,448            2,873
                                                                                 -------------   ------------------   --------------
  Net cash from financing activities                                                   40,927                4,448            8,873
                                                                                 -------------   ------------------   --------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       5,024               (2,460)         (12,285)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        5,660                8,120           20,405

                                                                                 =============   ==================   ==============
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $       10,684  $             5,660  $         8,120
                                                                                 =============   ==================   ==============

Supplemental cash flow information:
- ----------------------------------

Net cash paid (received) on income taxes                                       $        4,129  $               987  $          (527)


The accompanying notes are an integral part of these financial statements.

</TABLE>

                                                             APPLAUSE! II     49
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (in thousands)




1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------------------------------------

  Ameritas Variable Life Insurance Company (the Company), a stock life insurance
company  domiciled in the State of Nebraska,  was a  wholly-owned  subsidiary of
Ameritas Life Insurance Corp.  (ALIC),  a mutual life insurance  company,  until
April of 1996 when it became a wholly-owned subsidiary  of  AMAL Corporation,  a
holding  company  66%  owned by ALIC  and 34%  owned by  AmerUs  Life  Insurance
Company  (AmerUs).   The Company  began  issuing  variable  life  insurance  and
variable  annuity  policies in 1987 and fixed  premium  annuities  in 1996.  The
variable  life,  variable  annuity and fixed  premium  annuity  policies are not
participating with respect to dividends.

USE OF ESTIMATES
 The preparation of financial  statements in conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

  The principal accounting and reporting practices followed are:

INVESTMENTS
  The Company classifies its securities into categories based upon the Company's
intent  relative  to the  eventual  disposition  of the  securities.  The  first
category,  held-to-maturity  securities,  is composed of debt securities which a
company  has  the  positive  intent  and  ability  to  hold-to-maturity.   These
securities   are   carried   at   amortized    cost.   The   second    category,
available-for-sale  securities,  may be sold to address the  liquidity and other
needs of a company.  Debt and equity securities classified as available-for-sale
are carried at fair value on the balance sheet with unrealized  gains and losses
excluded  from income and  reported  as a separate  component  of  stockholder's
equity,  net of related deferred  acquisition costs and income tax effects.  The
third category,  trading securities,  is for debt and equity securities acquired
for the purpose of selling them in the near term. The Company has classified all
of its securities as available-for-sale. Realized investment gains and losses on
sales of securities are determined on the specific identification method.

  The Company records write-offs or allowances for its investments based upon an
evaluation of specific problem investments.  The Company reviews, on a continual
basis, all invested assets to identify  investments where the Company has credit
concerns.  Investments  with  credit  concerns  include  those the  Company  has
identified as experiencing a deterioration in financial  condition.  The Company
has no write-offs or allowances recorded as of December 31, 1996, 1995 and 1994.

CASH EQUIVALENTS
  The Company  considers  all highly  liquid debt  securities  purchased  with a
remaining maturity of less than three months to be cash equivalents.

SEPARATE ACCOUNTS
  The Company operates  separate accounts on which the earnings or losses accrue
exclusively  to  contractholders.  The  assets  (mutual  fund  investments)  and
liabilities of each account are clearly  identifiable and  distinguishable  from
other assets and liabilities of the Company. Assets are reported at fair value.

PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS

RECOGNITION OF UNIVERSAL LIFE-TYPE CONTRACTS REVENUE AND BENEFITS TO 
POLICYHOLDERS
  Universal  life-type policies are insurance  contracts with terms that are not
fixed and guaranteed. The terms that may be changed could include one or more of
the amounts  assessed the  policyholder,  premiums paid by the  policyholder  or
interest accrued to policyholder balances. Amounts received as payments for such
contracts are reflected as deposits and are not reported as premium revenues.

  Revenues for universal  life-type policies consist of charges assessed against
policy account values for deferred policy loading,  mortality risk expense,  the
cost of insurance and policy administration. Policy benefits and claims that are
charged  to expense  include  interest  credited  to  contracts  under the fixed
account investment option and benefit claims incurred in the period in excess of
related policy account balances.

50      APPLAUSE! II
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (in thousands)



1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------------------------------------
 (Continued):
- -------------

RECOGNITION OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYHOLDERS
  Contracts  that do not subject the Company to risks arising from  policyholder
mortality or morbidity are referred to as investment contracts. Certain deferred
annuities are considered investment contracts.  Amounts received as payments for
such  contracts  are  reflected  as  deposits  and are not  reported  as premium
revenues.

  Revenues  for  investment  products  consist of  investment  income and policy
administration  charges.  Contract  benefits that are charged to expense include
benefit claims  incurred in the period in excess of related  contract  balances,
and interest credited to contract balances.

POLICY ACQUISITION COSTS
  Those  costs of  acquiring  new  business,  which vary with and are  primarily
related to the production of new business, have been deferred to the extent that
such costs are deemed  recoverable  from  future  premiums.  Such costs  include
commissions,  certain  costs of policy  issuance and  underwriting,  and certain
variable distribution expenses.

  Costs deferred  related to universal  life-type  policies and  investment-type
contracts  are  amortized  over the lives of the  policies,  in  relation to the
present value of estimated gross profits from mortality,  investment and expense
margins.  The  estimated  gross  profits are reviewed  annually  based on actual
experience and changes in assumptions.

  An analysis of the costs carried in the balance sheets as deferred acquisition
costs is as follows:
<TABLE>
<CAPTION>
                                                                                              December 31
                                                                                -----------------------------------------
                                                                                     1996          1995           1994
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>           <C>             <C> 
Beginning balance                                                                  $57,664       $45,940         $30,659
Acquisition costs deferred                                                          26,596        16,020          17,481
Amortization of deferred policy acquisition costs                                   (5,531)       (3,057)         (2,521)
Adjustment for unrealized investment (gain) loss                                       543        (1,239)            321
- -------------------------------------------------------------------------------------------------------------------------
Ending balance                                                                     $79,272       $57,664         $45,940
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

To the extent that unrealized gains or losses on  available-for-sale  securities
would result in an adjustment  of deferred  policy  acquisition  costs had those
gains or losses actually been realized,  the related unamortized deferred policy
acquisition  costs are  recorded as an  adjustment  of the  unrealized  gains or
losses included in stockholder's equity.

FUTURE POLICY AND CONTRACT BENEFITS
  Liabilities  for future policy and contract  benefits left with the Company on
variable  universal  life and  annuity-type  contracts  are based on the  policy
account balance,  and are shown as accumulated  contract values. In addition the
Company carries as future policy  benefits a liability for additional  coverages
offered under policy riders.

INCOME TAXES
   The  provision  for income  taxes  includes  amounts  currently  payable  and
deferred  income taxes  resulting from the cumulative  differences in assets and
liabilities  determined  on a tax return and  financial  statement  basis at the
current enacted tax rates.

                                                             APPLAUSE! II     51
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


2.  INVESTMENTS
- ---------------

  Investment income summarized by type of investment was as follows:
<TABLE>
<CAPTION>

                                                                                                Year Ended December 31
                                                                                     --------------------------------------------
                                                                                            1996           1995            1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>           <C>             <C>
Fixed maturity securities available for sale                                                $3,308        $2,819          $2,411
Cash equivalents                                                                               618           597             609
Loans on insurance policies                                                                    214           128              82
- ---------------------------------------------------------------------------------------------------------------------------------
  Gross investment income                                                                    4,140         3,544           3,102
Investment expenses                                                                            537            52              56
- ---------------------------------------------------------------------------------------------------------------------------------
  Net investment income                                                                     $3,603        $3,492          $3,046
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


  Net pretax realized investment gains (losses) were as follows:
<TABLE>
<CAPTION>
                                                                                                 Year Ended December 31
                                                                                     --------------------------------------------
                                                                                             1996          1995           1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>           <C>             <C>    
Net gains on disposals of fixed maturity securities available for sale                       $19           $28             $19
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Proceeds from sales of fixed maturity securities available for sale and gross 
gains and losses realized on those sales were as follows:
<TABLE>
<CAPTION>

                                                                                              Year Ended December 31, 1996
                                                                                     --------------------------------------------
                                                                                         Proceeds        Gains          Losses  
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                        <S>              <C>            <C> 
                                                                                         $3,014           $30            $  -
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

There were no disposals of fixed maturity  securities  available for sale during
1995 or 1994 other than calls or maturities.

  The amortized cost and fair value of investments in fixed maturity  securities
available for sale by type of investment were as follows:
<TABLE>
<CAPTION>
                                                                                            December 31, 1996
                                                                         --------------------------------------------------------
                                                                           Amortized       Gross Unrealized              Fair
                                                                                      ----------------------------
                                                                               Cost         Gains        Losses          Value
- ---------------------------------------------------------------------------------------------------------------------------------
 <S>                                                                        <C>              <C>           <C>          <C>  
  U.S. Corporate                                                             $33,690          $437          $114         $34,013
  Mortgage-backed                                                             13,407           209            22          13,594
  U.S. Treasury securities and obligations of
    U.S. government agencies                                                  14,951           158            95          15,014
- ---------------------------------------------------------------------------------------------------------------------------------
      Total fixed maturity securities available for sale                     $62,048          $804          $231         $62,621
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


  The December 31, 1996 balance of  stockholder's  equity was  decreased by $307
(comprised  of a decrease  in the  carrying  value of the  securities  of $1,017
reduced by $545 of related adjustments to deferred acquisition costs and $165 in
deferred  income  taxes)  to  reflect  the net  unrealized  gain  on  securities
classified as available-for-sale.

<TABLE>
<CAPTION>

                                                                                             December 31, 1995
                                                                         --------------------------------------------------------
                                                                             Amortized       Gross Unrealized            Fair
                                                                                         ----------------------------
                                                                              Cost          Gains        Losses          Value
- ---------------------------------------------------------------------------------------------------------------------------------
 <S>                                                                       <C>              <C>           <C>          <C>
  U.S. Corporate                                                            $20,667          $930          $  -         $21,597
  Mortgage-backed                                                             3,628           114             -           3,742
  U.S. Treasury securities and obligations of
    U.S. government agencies                                                 14,458           550             4          15,004
- ---------------------------------------------------------------------------------------------------------------------------------
      Total fixed maturity securities available for sale                    $38,753        $1,594            $4         $40,343
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

52     APPLAUSE! II
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


2.  INVESTMENTS (continued)
- ---------------------------

  The December 31, 1995 balance of  stockholder's  equity was  increased by $609
(comprised  of an increase in the carrying  value of the  securities  of $2,177,
reduced by $1,240 of related adjustments to deferred  acquisition costs and $328
in deferred  income  taxes) to reflect  the net  unrealized  gain on  securities
classified as available-for-sale.

  The amortized cost and fair value of fixed maturity  securities  available for
sale by  contractual  maturity at December  31, 1996 are shown  below.  Expected
maturities may differ from contractual maturities because borrowers may have the
right  to  call  or  prepay  obligations  with or  without  call  or  prepayment
penalties.
<TABLE>
<CAPTION>

                                                                                                 Amortized        Fair
                                                                                                    Cost          Value
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>             <C>
Due in one year or less                                                                            $7,582          $7,652
Due after one year through five years                                                              17,266          17,568
Due after five years through ten years                                                             22,264          22,303
Due after ten years                                                                                 1,529           1,504
Mortgage-backed securities                                                                         13,407          13,594
- --------------------------------------------------------------------------------------------------------------------------
      Total                                                                                       $62,048         $62,621
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


3.  INCOME TAXES
- ----------------

  The items that give rise to deferred tax assets and liabilities  relate to the
following:
<TABLE>
<CAPTION>

                                                                                       Year Ended December 31
                                                                                       ----------------------
                                                                                          1996          1995
- -------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>           <C>    
Net unrealized investment gains                                                           $277          $606
Deferred policy acquisition costs                                                       23,727        17,276
Prepaid expenses                                                                           172           118
Other                                                                                        0           500
- -------------------------------------------------------------------------------------------------------------
Gross deferred tax liability                                                            24,176        18,500
- -------------------------------------------------------------------------------------------------------------


Future policy and contract benefits                                                     12,620         5,939
Deferred future revenues                                                                 1,534         1,039
Other                                                                                      101           124
- -------------------------------------------------------------------------------------------------------------
Gross deferred tax asset                                                                14,255         7,102
- -------------------------------------------------------------------------------------------------------------
    Net deferred tax liability                                                          $9,921       $11,398
- -------------------------------------------------------------------------------------------------------------
</TABLE>

The  difference  between  the  U.S. federal income tax rate and the consolidated
tax provision rate is summarized as follows:

<TABLE>
<CAPTION>
                                                                                     Year Ended December 31
                                                                         --------------------------------------------
                                                                                  1996           1995         1994         
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>           <C>           <C>   
Statutory tax rate                                                                35.0%         35.0%         35.0%
Other                                                                              4.3           0.2          (0.1) 
- ---------------------------------------------------------------------------------------------------------------------
    Provision for income taxes                                                    39.3%         35.2%         34.9%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                              APPLAUSE! II    53
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


4.  RELATED PARTY TRANSACTIONS
- ------------------------------
  
Affiliates provide  technical,  financial and legal support to the Company under
administrative service agreements. The cost of these services to the Company for
years ended  December  31,  1996,  1995 and 1994 was  $8,907,  $4,858 and $4,029
respectively.  The Company also leased  office space and furniture and equipment
from  affiliates  during 1995 and 1994.  The cost of these leases to the Company
for the years ended December 31, 1995,  and 1994 was $37 and $40,  respectively.
Under the terms of investment advisory agreements, the Company paid $73, $44 and
$43 for the years ended December 31, 1996, 1995 and 1994 to Ameritas  Investment
Advisors  Inc., an indirect  wholly-owned  subsidiary of Ameritas Life Insurance
Corp.

The Company entered into  reinsurance  agreements  (yearly  renewable term) with
affiliates. Under this agreement, these affiliates assume life insurance risk in
excess of the Company's $100 retention  limit.  The Company paid $3,301,  $2,280
and  $1,333 of net  reinsurance  premiums  to  affiliates  for the  years  ended
December  31,  1996,  1995 and 1994,  respectively.  The  Company  has  received
reinsurance  recoveries from  affiliates of $659,  $1,472 and $519 for the years
ended December 31, 1996, 1995 and 1994, respectively.

The Company has entered into  guarantee  agreements  with ALIC,  AmerUs and AMAL
Corporation whereby,  they guarantee the full, complete and absolute performance
of all duties and obligations of the Company.

The  Company's  variable  life and variable  annuity  products  are  distributed
through   Ameritas   Investment   Corp.,  a  wholly-owned   subsidiary  of  AMAL
Corporation.  The  Company  received  $54,  $192 and $272  for the  years  ended
December 31, 1996, 1995 and 1994 respectively,  from this affiliate to partially
defray  the  costs  of  materials  and  prospectuses.  Policies  placed  by this
affiliate generated  commission expense of $20,373,  $14,028 and $15,223 for the
years ended December 31, 1996, 1995 and 1994, respectively.

Transactions with related parties are not necessarily indicative of revenues and
expenses which would have occurred had the parties not been related.

5.  EMPLOYEE AND AGENT BENEFIT PLANS
- ------------------------------------

The Company is included in the noncontributory defined-benefit pension plan that
covers  substantially  all  full-time  employees  of ALIC and its  subsidiaries.
Pension costs include current  service costs,  which are accrued and funded on a
current  basis,  and past service  costs,  which are amortized  over the average
remaining  service life of all  employees on the adoption  date.  The assets and
liabilities  of this  plan are not  segregated.  The  Company  had no full  time
employees  during 1996 or 1995. Total Company  contributions  for the year ended
December 31, 1994 was $47.

The Company's  employees also participate in a defined  contribution thrift plan
that covers  substantially  all full-time  employees of Ameritas Life  Insurance
Corp. and its subsidiaries.  Company matching contributions under the plan range
from 1% to 3% of the  participant's  compensation.  The Company had no full time
employees  during 1996 or 1995. Total Company  contributions  for the year ended
December 31, 1994 was $20.

The Company is also included in the  postretirement  benefit  plans  provided to
retired employees of Ameritas Life Insurance Corp. and its  subsidiaries.  These
benefits are a specified  percentage  of premium  until age 65 and a flat dollar
amount  thereafter.  Employees  become  eligible  for  these  benefits  upon the
attainment of age 55, 15 years of service and  participation in the plan for the
immediately  preceding  5 years.  Benefit  costs  include the  expected  cost of
postretirement  benefits for newly eligible employees,  interest cost, and gains
and losses arising from  differences  between  actuarial  assumptions and actual
experience.  The assets and  liabilities  of this plan are not  segregated.  The
Company  had  no  full  time  employees  during  1996  or  1995.  Total  Company
contribution for the year ended December 31, 1994 was $7.

Expenses for the defined benefit pension plan and  postretirement  group medical
plan are allocated to the Company based on percentage of payroll.

54    APPLAUSE! II
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


6.  STOCKHOLDER'S EQUITY
- ------------------------

  Net  income(loss),  as  determined  in accordance  with  statutory  accounting
practices,  was $855, $(19), and $(3,900) for 1996, 1995 and 1994, respectively.
The Company's  statutory surplus was $44,100,  $13,800,  and $12,600 at December
31, 1996,  1995 and 1994,  respectively.  Effective  January 1, 1996 the Company
changed  reserving  methods  used for most  existing  products  resulting  in an
increase in statutory surplus of approximately $20,601.

Under statutes of the Insurance Department of the State of Nebraska, the Company
is limited in the amount of dividends it can pay to its stockholder. On February
28, 1996 the Board of Directors  declared a return of paid-in-capital of $15,000
payable by way of a note due on or before August 15, 1996.  The note was retired
on August 15, 1996. This action was approved by the State of Nebraska  Insurance
Department and any additional  distributions  of capital or surplus will require
approval of the Insurance Department.

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS
- ---------------------------------------

  The following  disclosures  are made  regarding fair value  information  about
certain  financial  instruments  for which it is  practicable  to estimate  that
value.  In cases where quoted market prices are not  available,  fair values are
based on estimates  using present  value or other  valuation  techniques.  Those
techniques are  significantly  affected by the assumptions  used,  including the
discount  rate and estimates of future cash flows.  In that regard,  the derived
fair value estimates, in many cases, may not be realized in immediate settlement
of the  instrument.  All  nonfinancial  instruments are excluded from disclosure
requirements.  Accordingly,  the aggregate  fair value amounts  presented do not
represent the underlying value of the Company.

  The fair value estimates  presented herein are based on pertinent  information
available to management as of December 31 of each year.  Although  management is
not aware of any factors  that would  significantly  affect the  estimated  fair
value amounts, such amounts have not been comprehensively  revalued for purposes
of these financial statements since that date;  therefore,  current estimates of
fair value may differ significantly from the amounts presented herein.

  The following  methods and assumptions  were used by the Company in estimating
its fair value  disclosures for each class of financial  instrument for which it
is practicable to estimate a value:

   Fixed maturity securities available for sale
    For  publicly  traded   securities,   fair  value  is  determined  using  an
    independent  pricing source. For securities without a readily  ascertainable
    fair value,  fair value has been  determined  using an interest  rate spread
    matrix based upon quality, weighted average maturity and Treasury yields.

   Loans on insurance policies
    Fair  values for policy  loans are  estimated  using  discounted  cash flow
    analyses at interest rates currently offered for similar loans with similar
    remaining terms.  Policy loans with similar  characteristics are aggregated
    for purposes of the calculations.

   Cash  and  cash  equivalents,  accrued  investment  income   and  reinsurance
   recoverable
    The carrying  amounts reported in the balance sheet equals fair value due to
    the nature of these instruments.

   Accumulated contract values
    Funds on  deposit  which do not have  fixed  maturities  are  carried at the
    amount payable on demand at the reporting date.

                                                             APPLAUSE! II     55
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


7.  FAIR VALUE OF FINANCIAL INSTRUMENTS (continued):
- ----------------------------------------------------
<TABLE>
<CAPTION>

  Estimated fair values as of December 31, are as follows:
                                                                                                December 31
                                                                         --------------------------------------------------------
                                                                                     1996                         1995
                                                                         --------------------------------------------------------
                                                                            Carrying        Fair        Carrying         Fair
                                                                             Amount         Value        Amount          Value
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>           <C>           <C>             <C> 
Financial Assets:
  Fixed maturity securities available for sale                               $62,621       $62,621       $40,343         $40,343
  Loans on insurance policies                                                  4,309         3,843         2,639           2,346
  Cash and cash equivalents                                                   10,684        10,684         5,660           5,660
  Accrued investment income                                                    1,096         1,096           790             790
  Reinsurance recoverable - affiliates                                             9             9            57              57

Financial Liabilities:
  Accumulated contract values excluding amounts held under
  insurance contracts                                                        $70,640       $70,640       $39,283         $39,283

</TABLE>

8.  SEPARATE ACCOUNTS
- ---------------------

  The Company is currently marketing variable life and variable annuity products
which  have  separate  accounts  as an  investment  option.  Separate  Account V
(Account V) was formed to receive and invest premium receipts from variable life
insurance  policies issued by the Company.  Separate Account VA-2 (Account VA-2)
was formed to receive and invest premium receipts from variable annuity policies
issued  by  the  Company.  Both  Separate  Accounts  are  registered  under  the
Investment Company Act of 1940, as amended, as unit investment trusts. Account V
and VA-2's  assets and  liabilities  are  segregated  from the other  assets and
liabilities of the Company.

<TABLE>
<CAPTION>
Amounts in the Separate Accounts are:
                                                                                                             December 31
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                          1996           1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>              <C>   
Separate Account V                                                                                      $136,079         $93,610
Separate Account VA-2                                                                                    811,501         588,872
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        $947,580        $682,482
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  assets of  Account V are  invested  in  shares  of the  Variable  Insurance
Products  Fund,  the Variable  Insurance  Products Fund II, Alger American Fund,
Dreyfus  Stock  Index  Fund  and MFS  Variable  Insurance  Trust.  Each  fund is
registered with the SEC under the Investment Company Act of 1940, as amended, as
an open-end diversified management investment company.

The Variable Insurance Products Fund and the Variable Insurance Products Fund II
are managed by Fidelity Management and Research Company.  The Variable Insurance
Products Fund has five portfolios:  the Money Market Portfolio,  the High Income
Portfolio,  the Equity Income  Portfolio,  the Growth Portfolio and the Overseas
Portfolio.  The Variable  Insurance Fund II has five portfolios:  the Investment
Grade Bond Portfolio,  Asset Manager Portfolio,  Contrafund Portfolio (effective
August 25, 1995), Asset Manager Growth Portfolio(  effective September 15, 1995)
and the Index 500 Portfolio  (effective  September 21, 1995). The Alger American
Fund is managed by Fred Alger  Management,  Inc. and has six portfolios:  Income
and Growth Portfolio, Small Capitalization Portfolio,  Growth Portfolio,  MidCap
Growth Portfolio  (effective June 17, 1993),  Balanced Portfolio (effective June
28, 1993) and the Leveraged  Allcap Portfolio  (effective  August 30, 1995). The
Dreyfus Stock Index Fund is managed by Wells Fargo Nikko Investment Advisors and
has the Stock Index Fund Portfolio.  The MFS Variable Insurance Trust is managed
by Massachusetts  Financial  Services Company.  The MFS Variable Insurance Trust
has three portfolios: the Emerging Growth Portfolio (effective August 25, 1995),
World  Governments  Portfolio  (effective  August  24,  1995) and the  Utilities
Portfolio (effective September 18, 1995)

Separate Account VA-2 allows investment in the Variable Insurance Products Fund,
Variable  Insurance  Products Fund II, Alger American Fund,  Dreyfus Stock Index
Fund and the MFS Variable  Insurance Trust with the same portfolios as described
above.

56      APPLAUSE! II
<PAGE>

APPENDIX A

ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES

The  following  tables  illustrate  how the cash values and death  benefits of a
Policy may change with the  investment  experience of the Fund.  The tables show
how the cash  values and death  benefits  of a Policy  issued to an Insured of a
given age and  specified  underwriting  risk  classification  who pays the given
premium  at issue  would vary over time if the  investment  return on the assets
held in each portfolio of the Funds were a uniform, gross, after-tax annual rate
of 0%, 6%, or 12%. The tables on pages 58 through 62  illustrate a Policy issued
to a male,  age  45,  under  a  Preferred  rate  non-tobacco  underwriting  risk
classification.  This policy provides for a standard tobacco use and non-tobacco
use, and preferred  non-tobacco  classification  and different rates for certain
specified  amounts.  The cash values and death  benefits would be different from
those shown if the gross annual  investment rates of return averaged 0%, 6%, and
12% over a period of years,  but  fluctuated  above and below those averages for
individual  policy  years,  or if  the  Insured  were  assigned  to a  different
underwriting risk classification.

The second column of the tables shows the accumulated value of the premiums paid
at 5%. The  following  columns  show the death  benefits and the cash values for
uniform  hypothetical rates of return shown in these tables. The tables on pages
58 and 60 are based on the current  cost of  insurance  rates,  current  expense
deductions and the maximum percent of premium loads.  These reflect the basis on
which  AVLIC  currently  sells  its  Policies.  The  maximum  allowable  cost of
insurance rates under the Policy are based upon the 1980 Commissioner's Standard
Ordinary  Smoker and  Non-Smoker,  Male and Female  Mortality  Tables (Smoker is
referenced for tobacco use rates;  Non-Smoker is referenced for  non-tobacco use
rates).  Since these are recent tables and are split to reflect  tobacco use and
sex, the current cost of insurance rates used by AVLIC are at this time equal to
the maximum cost of insurance rates for many ages. AVLIC anticipates  reflecting
future  improvements in actual mortality  experience through  adjustments in the
current  cost of  insurance  rates  actually  applied.  AVLIC  also  anticipates
reflecting  any future  improvements  in expenses  incurred  by  applying  lower
percent of premiums of loads and other expense  deductions.  The death  benefits
and  cash  values  shown  in the  tables  on  pages  59 and 61 are  based on the
assumption that the maximum allowable cost of insurance rates as described above
and maximum  allowable  expense  deductions are made  throughout the life of the
Policy.

The amounts  shown for the death  benefits,  surrender  values and  accumulation
values  reflect the fact that the net  investment  return of the  Subaccounts is
lower than the  gross,  after-tax  return of the  assets  held in the Funds as a
result of expenses paid by the Fund and charges levied against the  Subaccounts.
The values shown take into account an average of the daily  management  fee paid
by each portfolio  available for investment (the equivalent to an annual rate of
 .69% of the aggregate  average daily net assets of the Fund), the other expenses
incurred by the Fund (.20%),  and the daily  charge by AVLIC to each  Subaccount
for assuming  mortality and expense risks and  administrative  expenses which is
equivalent  to a charge at an annual  rate of 1.00% for  policy  years  1-20 and
0.65%  thereafter  on pages 58 and 60 and at an annual rate of 1.25% on pages 59
and 61 of the average net assets of the Subaccounts).  The Investment Advisor or
other affiliates of the various funds have agreed to reimburse the portfolios to
the extent that the aggregate operating expenses (certain portfolios may exclude
certain  items) were in excess of an annual  rate of 1.00% for the High  Income,
Contrafund and Asset Manager:  Growth  Portfolios,  1.50% for the Equity-Income,
Growth and Overseas  Portfolios,  .80% for the Investment  Grade Bond Portfolio,
1.25% for the Asset Manager Portfolio,  .28% for the Index 500 Portfolio,  1.25%
for the Alger American Income and Growth and Alger American Balanced  Portfolio;
1.50%  for the Alger  American  Small  Capitalization,  Alger  American  Mid-Cap
Growth,  Alger American Leveraged All Cap, and Alger American Growth Portfolios,
1.75% for the  Morgan  Stanley  Emerging  Markets  Equity,  1.20% for the Morgan
Stanley  Asian  Equity,  1.15% for the Morgan  Stanley  Global Equity and Morgan
Stanley  International  Magnum,  1.10% for the Morgan  Stanley U.S.  Real Estate
Portfolios of daily net assets. MFS has agreed to bear expenses for each series,
subject to reimbursement by each series,  such that each series "Other Expenses"
shall not exceed .25% of the average  daily net assets of the series  during the
current fiscal year.  These  agreements are expected to continue in future years
but may be terminated at any time. As long as the expense  limitations  continue
for a portfolio,  if a reimbursement  occurs,  it has the effect of lowering the
portfolio's expense ratio and increasing its total return. The illustrated gross
annual  investment  rates of  return  of 0%,  6%,  and 12% were  computed  after
deducting  fund  expenses  and  correspond  to  approximate  net annual rates of
- -1.89%,  4.11%, and 10.11%  respectively,  for years 1-20 and -1.54%,  4.46% and
10.46% for the years  thereafter  respectively,  on pages 58 and 60 and  -2.14%,
3.86% and 9.86% respectively, on pages 59 and 61.

The  hypothetical  values  shown in the tables do not  reflect  any  charges for
Federal  Income tax  burden  attributable  to the  Account,  since  AVLIC is not
currently making such charges.  However,  such charges may be made in the future
and, in that event,  the gross  annual  investment  rate of return would have to
exceed 0 percent, 6 percent,  or 12 percent by an amount sufficient to cover the
tax charges in order to produce the death benefits and values illustrated.  (See
Federal Tax Matters, page 32).

The  tables  illustrate  the policy  values  that  would  result  based upon the
hypothetical  investment  rates of return if premiums are paid as indicated,  if
all net premiums are allocated to the Account,  and if no policy loans have been
made. The tables are also based on the assumptions  that the policyowner has not
requested  an increase or decrease  in the  initial  Specified  Amount,  that no
partial withdrawals have been made, and that no more than fifteen transfers have
been made in any policy year so that no  transfer  charges  have been  incurred.
Illustrated  values would be different  if the proposed  Insured were female,  a
tobacco user, in substandard risk  classification,  or were another age, or if a
higher or lower premium was illustrated.

Upon request, AVLIC will provide comparable illustration based upon the proposed
Insured's age, sex and underwriting  classification,  the Specified Amount,  the
death benefit option, and planned periodic premium schedule  requested,  and any
available riders requested. In addition, upon client request,  illustrations may
be furnished reflecting  allocation of premiums to specified  Subaccounts.  Such
illustrations will reflect the expenses of the portfolio in which the Subaccount
invests.  

                                                           APPLAUSE!  II      57
<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                               ENDOWMENT AT AGE 100

Male Issue Age: 45                                  Nontobacco                        Preferred Underwriting Class

                                      PLANNED PERIODIC ANNUAL PREMIUM: $2500
                                        INITIAL SPECIFIED AMOUNT:$150,000
                                             DEATH BENEFIT OPTION: A

                                USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                           0% Hypothetical Gross          6% Hypothetical Gross         12% Hypothetical Gross
                         Annual Investment Return       Annual Investment Return      Annual Investment Return
                               (-1.89% Net)                     (4.11% Net)                    (10.11% Net)
                     -----------------------------   -----------------------------  -----------------------------
         Accumulated
 End Of  Premiums At   Accumu-     Cash               Accumu-    Cash               Accumu-     Cash
 Policy  5% Interest    lation   Surrender   Death    lation   Surrender   Death     lation   Surrender   Death
  Year     Per Year     Value      Value    Benefit    Value     Value    Benefit    Value      Value    Benefit
- ------------------------------------------------------------------------------------------------------------------
  <S>        <C>       <C>        <C>      <C>       <C>        <C>      <C>       <C>         <C>      <C>

    1          2625      1789          0    150000     1915          0    150000      2041           0   150000
    2          5381      3597       1276    150000     3964       1643    150000      4347        2025   150000
    3          8275      5364       3139    150000     6091       3866    150000      6880        4655   150000
    4         11314      7084       4956    150000     8293       6165    150000      9658        7530   150000
    5         14505      8752       6745    150000    10567       8560    150000     12702       10695   150000
    6         17855     10366       8552    150000    12915      11101    150000     16036       14222   150000
    7         21373     11920      10300    150000    15333      13713    150000     19685       18065   150000
    8         25066     13412      12009    150000    17821      16419    150000     23682       22279   150000
    9         28945     14838      13629    150000    20380      19171    150000     28059       26850   150000
   10         33017     16197      15181    150000    23010      21994    150000     32857       31841   150000

   15         56644     21885      21885    150000    37270      37270    150000     64934       64934   150000
   20         86798     25552      25552    150000    53676      53676    150000    117461      117461   150000

  Ages
   60         56644     21885      21885    150000    37270      37270    150000     64934       64934   150000
   65         86798     25552      25552    150000    53676      53676    150000    117461      117461   150000
   70        125284     26590      26590    150000    73609      73609    150000    206659      206659   239724
   75        174402     21509      21509    150000    96606      96606    150000    351496      351496   376101
</TABLE>

* In the absence of an additional premium, the Policy would lapse.

1) Assumes an annual  $2,500  premium is paid at the  beginning  of each  policy
year.  Values would be different  if premiums  with a different  frequency or in
different amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient cash value.

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

58  APPLAUSE! II      
<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                               ENDOWMENT AT AGE 100

Male Issue Age: 45                                  Nontobacco                        Preferred Underwriting Class

                                      PLANNED PERIODIC ANNUAL PREMIUM: $2500
                                        INITIAL SPECIFIED AMOUNT:$150,000
                                             DEATH BENEFIT OPTION: A

                           USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                           0% Hypothetical Gross          6% Hypothetical Gross         12% Hypothetical Gross
                         Annual Investment Return       Annual Investment Return      Annual Investment Return
                               (-2.14% Net)                     (3.86% Net)                    (9.86% Net)
                      -----------------------------  -----------------------------  ------------------------------
         Accumulated
 End Of  Premiums At   Accumu-     Cash               Accumu-    Cash               Accumu-     Cash
 Policy  5% Interest   lation    Surrender   Death    lation   Surrender   Death    lation    Surrender   Death
  Year     Per Year     Value      Value    Benefit    Value     Value    Benefit    Value      Value    Benefit
- ------------------------------------------------------------------------------------------------------------------
<S>       <C>         <C>          <C>      <C>      <C>        <C>      <C>        <C>        <C>      <C>        
1            2625       1783            0    150000    1909          0    150000       2036          0   150000
2            5381       3384         1063    150000    3741       1420    150000       4114       1793   150000
3            8275       4915         2690    150000    5608       3383    150000       6362       4137   150000
4           11314       6375         4247    150000    7509       5381    150000       8795       6667   150000
5           14505       7760         5754    150000    9442       7435    150000      11428       9421   150000
6           17855       9071         7258    150000   11406       9593    150000      14280      12467   150000
7           21373      10300         8680    150000   13395      11775    150000      17368      15748   150000
8           25066      11440        10037    150000   15402      14000    150000      20709      19307   150000
9           28945      12484        11275    150000   17422      16213    150000      24325      23116   150000
10          33017      13424        12409    150000   19445      18430    150000      28238      27222   150000
 
15          56644      16325        16325    150000   29398      29398    150000      53425      53425   150000
20          86798      15155        15155    150000   38139      38139    150000      92704      92704   150000
 Ages
60          56644      16325        16325    150000   29398      29398    150000      53425      53425   150000
65          86798      15155        15155    150000   38139      38139    150000      92704      92704   150000
70         125284       6975         6975    150000   43190      43190    150000     157707     157707   182940
75         174402          0            0         0   39566      39566    150000     261272     261272   279561


 </TABLE>
*In the absence of an additional premium, the Policy would lapse.

1) Assumes an annual  $2,500  premium is paid at the  beginning  of each  policy
year.  Values would be different  if premiums  with a different  frequency or in
different amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient cash value.

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

                                                            APPLAUSE!  II     59
<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                               ENDOWMENT AT AGE 100

Male Issue Age: 45                                  Nontobacco                        Preferred Underwriting Class

                                      PLANNED PERIODIC ANNUAL PREMIUM: $6000
                                        INITIAL SPECIFIED AMOUNT:$150,000
                                             DEATH BENEFIT OPTION: B

                                USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                           0% Hypothetical Gross          6% Hypothetical Gross         12% Hypothetical Gross
                         Annual Investment Return       Annual Investment Return      Annual Investment Return
                               (-1.89% Net)                     (4.11% Net)                    (10.11% Net)
                      -----------------------------   ----------------------------  -----------------------------
         Accumulated
 End Of  Premiums At   Accumu-     Cash               Accumu-    Cash               Accumu-     Cash
 Policy  5% Interest    lation   Surrender   Death    lation   Surrender   Death     lation   Surrender   Death
  Year     Per Year     Value      Value    Benefit    Value     Value    Benefit    Value      Value    Benefit
- ------------------------------------------------------------------------------------------------------------------
<S>       <C>        <C>          <C>       <C>        <C>      <C>        <C>       <C>        <C>       <C>
  1          6300      5096         2678     155096       5424      3006    155424      5752       3334     155752
  2         12915     10142         7821     160142      11120      8798    161120     12137       9816     162137
  3         19861     15081        12856     165081      17036     14811    167036     19153      16928     169153
  4         27154     19905        17777     169905      23174     21046    173174     26856      24729     176856
  5         34811     24611        22604     174611      29537     27530    179537     35310      33303     185310
  6         42852     29197        27384     179197      36129     34316    186129     44586      42772     194586
  7         51295     33659        32039     183659      42953     41333    192953     54758      53138     204758
  8         60159     37993        36591     187993      50013     48611    200013     65914      64511     215914
  9         69467     42197        40988     192197      57313     56104    207313     78145      76936     228145
 10         79241     46267        45252     196267      64858     63843    214858     91557      90541     241557
 
 15        135945     64542        64542     214542     106435    106435    256435    180730     180730     330730
 20        208316     79175        79175     229175     155004    155004    305004    322441     322441     472441
 
Ages
 60        135945     64542        64542     214542     106435    106435    256435    180730     180730     330730
 65        208316     79175        79175     229175     155004    155004    305004    322441     322441     472441
 70        300681     90454        90454     240454     213864    213864    363864    555941     555941     705941
 75        418565     93770        93770     243770     278910    278910    428910    930680     930680    1080680
</TABLE>
1) Assumes an annual  $6,000  premium is paid at the  beginning  of each  policy
year.  Values would be different  if premiums  with a different  frequency or in
different amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient cash value.

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

60      APPLAUSE! II      
<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                               ENDOWMENT AT AGE 100

Male Issue Age: 45                                  Nontobacco                        Preferred Underwriting Class

                                      PLANNED PERIODIC ANNUAL PREMIUM: $6000
                                        INITIAL SPECIFIED AMOUNT:$150,000
                                             DEATH BENEFIT OPTION: B

                           USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                           0% Hypothetical Gross          6% Hypothetical Gross         12% Hypothetical Gross
                         Annual Investment Return       Annual Investment Return      Annual Investment Return
                               (-2.14% Net)                     (3.86% Net)                    (9.86% Net)
                      -----------------------------   ----------------------------  ------------------------------
         Accumulated
 End Of  Premiums At   Accumu-     Cash               Accumu-    Cash               Accumu-     Cash
 Policy  5% Interest    lation   Surrender   Death    lation   Surrender   Death     lation   Surrender   Death
  Year     Per Year     Value      Value    Benefit    Value     Value    Benefit    Value      Value    Benefit
- ------------------------------------------------------------------------------------------------------------------
  <S>       <C>        <C>        <C>      <C>       <C>       <C>       <C>       <C>        <C>       <C>  
    1          6300      5082       2664    155082      5410      2992    155410      5739       3321    155739
    2         12915      9767       7446    159767     10725      8404    160725     11723       9402    161723
    3         19861     14309      12084    164309     16201     13976    166201     18252      16027    168252
    4         27154     18708      16580    168708     21840     19713    171840     25375      23248    175375
    5         34811     22961      20954    172961     27645     25638    177645     33147      31140    183147
    6         42852     27069      25255    177069     33617     31803    183617     41626      39813    191626
    7         51295     31024      29404    181024     39752     38132    189752     50872      49252    200872
    8         60159     34819      33416    184819     46046     44644    196046     60950      59548    210950
    9         69467     38448      37239    188448     52497     51288    202497     71933      70724    221933
   10         79241     41903      40887    191903     59096     58081    209096     83894      82879    233894
 
   15        135945     56318      56318    206318     94135     94135    244135    161698     161698    311698
   20        208316     64951      64951    214951    131541    131541    281541    280560     280560    430560
 
  Ages
   60        135945     56318      56318    206318     94135     94135    244135    161698     161698    311698
   65        208316     64951      64951    214951    131541    131541    281541    280560     280560    430560
   70        300681     65294      65294    215294    168241    168241    318241    461062     461062    611062
   75        418565     53430      53430    203430    198665    198665    348665    734153     734153    884153
</TABLE>

1) Assumes an annual  $6,000  premium is paid at the  beginning  of each  policy
year.  Values would be different  if premiums  with a different  frequency or in
different amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient cash value.

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

                                                            APPLAUSE!  II     61
<PAGE>
APPENDIX B

LONG TERM MARKET TRENDS

The information  below covering the period of 1926-1996 is an examination of the
basic  relationship  between risk and return among the different  asset classes,
and between nominal and real (inflation  adjusted)  returns.  The information is
provided because the Policyowners  have varied investment  portfolios  available
which have different  investment  objectives and policies.  The chart  generally
demonstrates  how different  classes of investments  have  performed  during the
period. The study of asset returns provides a period long enough to include most
of the major types of events that investors have  experienced in the past.  This
is  a  historical  record  and  is  not  intended  as  a  projection  of  future
performance.

The graph  depicts  the  growth of a dollar  invested  in common  stocks,  small
company stocks,  long-term government bonds,  Treasury bills, and a hypothetical
asset  returning the inflation  rate over the period from the end of 1925 to the
end of 1996. All results assume  reinvestment  of dividends on stocks or coupons
on bonds and no taxes.  Transaction costs are not included,  except in the small
stock  index  starting in 1982.  Charges  associated  with a variable  insurance
policy are not reflected in the chart.

Each of the cumulative  index values is initiated at $1.00 at year-end 1925. The
graph  illustrates  that common stocks and small stocks gained the most over the
entire 71-year  period:  investments of one dollar would have grown to $1,370.95
and $4,495.99  respectively,  by year-end 1995. This growth, however, was earned
by taking  substantial  risk. In contrast,  long-term  government bonds (with an
approximate  20-year  maturity),  which exposed the holder to less risk, grew to
only $33.73. Note that the return and principal value of an investment in stocks
will fluctuate with changes in market conditions. Prices of small company stocks
are generally more volatile than those of large company stocks. Government bonds
and  Treasury  Bills  are  guaranteed  by the U.S.  Government  and,  if held to
maturity, offer a fixed rate of return and a fixed principal value.

The lowest risk strategy over the past 71 years was to buy U.S.  Treasury bills.
Since   Treasury   bills  tended  to  track   inflation,   the  resulting   real
(inflation-adjusted) returns were near zero for the entire 1926-1996 period.


(Omitted graph illustrates long term market trends as described in the narrative
above.)




                       Year End 1925 = $1.00
                       Source: Stocks, Bonds, Bills, and Inflation 1997 Yearbook
                      (c)Ibbotson Associates, Chicago. All Rights Reserved.

62     APPLAUSE! II      
<PAGE>
APPENDIX C

STANDARD & POOR'S 500

The  Standard  and  Poor's (S & P 500) is a weighted  index of 500  widely  held
stocks: 400 Industrials,  40 Financial Company Stocks, 40 Public Utilities,  and
20  Transportation  stocks,  most of which  are  traded  on the New  York  Stock
Exchange.  This  information is provided  because the  Policyowners  have varied
investment options available.  The investment options,  except the Fixed Account
and the Money Market Account, involve investments in the stock market. The S & P
500 is generally regarded as an accurate composite of the overall stock market.


PERCENT CHANGE OF TOTAL RETURN
STANDARD & POOR'S 500 INDEX

                                   %
             YEAR                CHANGE
- -----------------------------------------

 1           1972                 18.90
 2           1973                -14.77         (Omitted graph depicts the 
 3           1974                -26.39          activity of the S&P 500 Index
 4           1975                 37.16          for the years 1970-1996.)
 5           1976                 23.57  
 6           1977                 -7.42
 7           1978                  6.38
 8           1979                 18.20
 9           1980                 32.27
10           1981                 -5.01
11           1982                 21.44
12           1983                 22.38
13           1984                  6.10
14           1985                 31.57
15           1986                 18.56
16           1987                  5.10
17           1988                 16.61
18           1989                 31.69
19           1990                 -3.14
20           1991                 30.45
21           1992                  7.61
22           1993                 10.08
23           1994                  1.32
24           1995                 37.58
25           1996                 22.96


THE CHART ASSUMES THE RETURN  EXPERIENCED BY THE STANDARD & POOR'S 500 INDEX FOR
THE LAST 25 YEARS.  THE CHART  ASSUMES THAT  DIVIDENDS ARE  REINVESTED  INTO THE
INDEX.  FUTURE  RATES OF RETURN  MAY BE MORE OR LESS THAN  THOSE  SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS,  INCLUDING THE INVESTMENT  ALLOCATIONS MADE BY AN
OWNER.  THE  INFORMATION  IN THE CHART IS NOT  NECESSARILY  INDICATIVE OF FUTURE
PERFORMANCE.

INDEX  PERFORMANCE IS NOT  ILLUSTRATIVE OF POLICY  SUBACCOUNT  PERFORMANCE,  AND
INVESTMENTS  ARE NOT MADE IN THE INDEX.  THE POLICY IS NOT SPONSORED,  ENDORSED,
SOLD OR PROMOTED BY STANDARD & POOR'S.

                                                            APPLAUSE!  II     63


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