AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCOUNT V
497, 1997-02-03
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                                   AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO
PROSPECTUS

FLEXIBLE PREMIUM                                One Ameritas Way/5900 "O" Street
VARIABLE UNIVERSAL LIFE                        P.O. Box 82550/Lincoln, NE  68501
- --------------------------------------------------------------------------------

This Prospectus  describes a flexible premium variable  universal life insurance
policy ("Policy") offered by Ameritas Variable Life Insurance Company ("AVLIC"),
a stock life  insurance  company.  The Policy is designed  to provide  insurance
protection until the Policy Anniversary nearest the Insured's 100th birthday. It
also provides  flexibility to vary the frequency and amount of premium  payments
and to change  the  level of death  benefits  payable  under  the  Policy.  This
flexibility allows a Policyowner to provide for changing insurance needs under a
single insurance policy.

The Policy  guarantees the Death Benefit as long as the Policy remains in force.
The  Policyowner  may choose death benefit Option A (generally,  a level benefit
that equals the Specified  Amount of the Policy) or Option B (a variable benefit
that  generally  equals the  Specified  Amount  plus the  Policy's  Accumulation
Value).  The minimum  Specified  Amount for a policy is  generally  $500,000 for
Insureds  ages  20-49 and  $250,000  for those who are 50 or older.  The  Policy
provides for a Net Cash  Surrender  Value that can be obtained  through  partial
withdrawals,  Surrender  of the Policy,  or through  policy  loans.  There is no
minimum guaranteed  Accumulation Value. AVLIC agrees to keep the Policy in force
and provide a Guaranteed  Death  Benefit  during the  Guaranteed  Death  Benefit
Period,  so long as the Net  Policy  Funding  is  equal to or  greater  than the
cumulative monthly pro rata Guaranteed Death Benefit Premiums.

The  Policyowner  has the right to examine the Policy and return it for a refund
for a limited time.  (See "Free Look  Privilege"  page 23.) The initial  premium
payment will be allocated to the money market  Subaccount  as of the issue date,
for 13 days. After the 13-day period (see page 25), the Accumulation  Value will
be  reallocated  to the  Investment  Options  selected by the  Policyowner.  The
Accumulation  Value,  the  duration  of the Death  Benefit  and,  if Option B is
selected,  the amount of the Death Benefit above the Specified Amount, will vary
with  the  investment   experience  of  the  selected  Investment  Options.  The
Accumulation Value will also be adjusted for other factors, including the amount
of charges  imposed and the premium  payments  made. The Policy will continue in
force  so long as the Net Cash  Surrender  Value is  sufficient  to pay  certain
monthly charges imposed in connection with the Policy or if the Guaranteed Death
Benefit is in effect.

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:  the 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,  Alger American  Income and Growth,  Alger
American Small  Capitalization,  Alger American Balanced,  Alger American MidCap
Growth, and Alger American 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.  This  prospectus  is  accompanied  by
prospectuses  for each of the Funds,  which describe the investment  objectives,
policies and risk  considerations  relating to the  respective  portfolios.  The
investment  gains or  losses  of the  monies  placed  in the  various  portfolio
Subaccounts will be experienced by the Policyowner.

Replacing  existing insurance with a Policy or purchasing a Policy as a means to
obtain  additional  insurance  protection if the purchaser  already owns another
flexible premium variable life insurance policy may not be advantageous.

This  Prospectus  Must Be  Accompanied or Preceded By Current  Prospectuses  For
VIPF, VIPF II, Alger American Fund, MFS Trust and Morgan Stanley Fund.

These  securities  are not deposits  with, or  obligations  of, or guaranteed or
endorsed by, any financial  institution;  and the  securities are not insured by
the Federal  Deposit  Insurance  Corporation,  the Federal Reserve Board, or any
other agency.  These securities involve investment risk,  including the possible
loss of principal.

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.

Please Read This Prospectus Carefully And Retain It For Future Reference.

The Date of This Prospectus is January 31, 1997.
                                                                   ENCORE!     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..........................................      14
         Addition, Deletion or Substitution of Investments.............      16
         Fixed Account.................................................      16
Policy Benefits........................................................      16
         Purposes of the Policy........................................      16
         Death Benefit Proceeds........................................      17
         Death Benefit Options.........................................      17
         Methods of Affecting Insurance Protection.....................      19
         Duration of Policy............................................      19
         Accumulation Value............................................      19
         Net Cash Surrender Value Bonus................................      20
         Benefits at Maturity..........................................      20
         Payment of Policy Benefits....................................      20
Policy Rights..........................................................      21
         Loan Benefits.................................................      21
         Surrenders....................................................      22
         Partial Withdrawals...........................................      22
         Transfers.....................................................      22
         Systematic Programs...........................................      23
         Free Look Privilege...........................................      23
         Exchange Privilege............................................      23
Payment and Allocation of Premiums.....................................      24
         Issuance of a Policy..........................................      24
         Premiums......................................................      24
         Allocation of Premiums and Accumulation Value.................      25
         Policy Lapse and Reinstatement................................      25
Charges and Deductions.................................................      26
         Deductions From Premium Payments..............................      26
         Charges from Accumulation Value...............................      26
         Surrender Charge..............................................      27
         Daily Charges Against the Account.............................      28
General Provisions.....................................................      29
Distribution of the Policies...........................................      31
Federal Tax Matters....................................................      31
Safekeeping of the Account's Assets....................................      33
Voting Rights..........................................................      33
State Regulation of AVLIC..............................................      34
Executive Officers and Directors of AVLIC..............................      34
Legal Matters..........................................................      35
Legal Proceedings......................................................      35
Experts.................................................................     35
Additional Information.................................................      36
Financial Statements...................................................      36
Ameritas Variable Life Insurance Company Separate Account V............      37
Ameritas Variable Life Insurance Company...............................      47
Appendices.............................................................      64

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     ENCORE!
<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 19.)

ADMINISTRATIVE  EXPENSE  CHARGE  - A  charge,  which  is  part  of  the  Monthly
Deduction, to cover the cost of administering the Policy. (See page 26.)

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 28.)

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 29 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 27.)

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 27.)

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 26.)

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
16.)

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 17.)

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 16.)

GENERAL  ACCOUNT - The General  Account of AVLIC  includes all of AVLIC's assets
except those assets segregated into separate accounts, such as the Account.
 
                                                                  ENCORE!     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
25.)

GUARANTEED  DEATH  BENEFIT  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.  This benefit
is provided without an additional policy charge. (See page 17.)

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 17.)

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 20.)

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 26.)

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 28.)

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 24.)

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 21.)

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 Premium Charge for Taxes.  (See Deductions  From Premium  Payment,
page 26.)

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
24.)

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     ENCORE!
<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 24.)

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.

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 27.)

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.

                                                                   ENCORE!     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

                        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 $5.00 per month.**

Daily charge,  at an annual rate of .90%*** 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 22).  
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 5.0%      
 **    maximum charge $9.00/mo. 
 ***   maximum charge 1.15%     

6     ENCORE!
<PAGE>
THE ISSUER
The Policy is issued by Ameritas  Variable Life Insurance Company  ("AVLIC"),  a
Nebraska stock life insurance  company.  Separate Account V has been established
to hold the assets supporting the Policy. The Account has twenty-six Subaccounts
which  correspond to, and are invested in, the portfolios of the Funds discussed
at page 12 of this Prospectus. (See Ameritas Variable Life Insurance Company and
the Account,  page 10, and The Funds,  page 11.) The  financial  statements  for
AVLIC and the Account can be found beginning on page 37.

THE POLICY
The Policy, a flexible premium variable universal life insurance policy,  allows
the Policyowner,  within limitations, to choose: (a) the amount and frequency of
premium payments; (b) the manner in which the Policyowner's  Accumulation Values
are invested;  and (c) a choice of two Death Benefit options unless the Extended
Maturity Option is in effect.

As long as the Policy remains in force,  it will provide for: (1) life insurance
coverage on the Insured up to age 100; (2) an Accumulation  Value; (3) Surrender
rights (including  partial  withdrawals and total  Surrenders);  (4) policy loan
privileges;  and (5) a variety of optional benefits and riders that may be added
to the Policy for an  additional  charge or  without  charge if certain  minimum
premiums are paid.

PREMIUMS
This Policy differs in two important respects from a conventional life insurance
policy.  First, the failure to pay a planned periodic premium will not in itself
cause the Policy to lapse.  Second,  a Policy can lapse even if planned periodic
premiums have been paid unless the Guaranteed Death Benefit Premium requirements
have been met. (See Payment and Allocation of Premiums, page 24.)

AMOUNTS.  An initial premium of at least 1/12 of the first year Guaranteed Death
Benefit  Premium  times the number of months  between  the policy date and issue
date,  plus one,  must be paid in order to put the  Policy  in force.  After the
initial premium is paid,  unscheduled  premiums may be paid in any amount and at
any frequency,  subject only to the maximum and minimum limitations set by AVLIC
and the  maximum  limitations  set by Federal  Income Tax Law.  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.  A Policyowner may also choose a Planned  Periodic Premium which may
include the minimum  cumulative  premiums necessary to keep the Guaranteed Death
Benefit provision in effect.

A Policy will lapse when the Net Cash Surrender Value is insufficient to pay the
Monthly  Deduction unless the Guaranteed Death Benefit provision is in effect. A
Grace Period of 61 days from the date  written  notice of lapse is mailed to the
Policyowner's  last known  address will be allowed for the  Policyowner  to make
sufficient payment to keep the Policy in force.

ALLOCATION OF NET PREMIUMS
The  Policyowner  may select the manner in which the Net Premiums are  allocated
between the Fixed Account (See Fixed Account, page 16) and to one or more of the
Subaccounts.  On the Issue Date, Net Premiums are first allocated for 13 days to
the  Subaccount  that invests in VIPF's Money Market  Portfolio  (See The Funds,
page 11.) After the expiration of the refund period, the Accumulation Value will
be reallocated to the selected  Investment  Options.  The Policyowner may change
the allocation instructions for premiums and may also make a special designation
for  unscheduled  premiums.  Subject  to certain  charges  and  restrictions,  a
Policyowner  may also  transfer  amounts  among  the  Investment  Options.  (See
Allocation of Premiums and Accumulation Value, page 25.)

The various  Subaccounts  available  invest in a corresponding  portfolio of the
Funds.  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: the 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, Alger American Income and Growth,
Alger American Small  Capitalization,  Alger American  Balanced,  Alger American
MidCap Growth, Small Capitalization, Alger American 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. A summary of
the investment  objectives for these  portfolios is set forth at page 12 of this
Prospectus,  and detailed  objectives of these  portfolios  are described in the
accompanying  prospectuses  for the  Funds.  There is no  assurance  that  these
objectives  will be met. The  Policyowner  bears the entire  investment risk for
amounts allocated to the Subaccounts.

                                                                   ENCORE!     7
<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.

DEATH BENEFIT  PROCEEDS  While the Policy  remains in force,  AVLIC will pay the
Death Benefit  Proceeds to the Beneficiary upon receipt of Proof of Death of the
Insured.  Death Benefit Proceeds may be paid in a lump sum or in accordance with
an optional payment plan.

DEATH BENEFIT OPTIONS
The Policy provides for two Death Benefit options.  Under either option, so long
as the Policy  remains  in force,  the Death  Benefit  will not be less than the
current Specified Amount of the Policy adjusted for any policy indebtedness. The
Death Benefit may,  however,  exceed the Specified  Amount,  depending  upon the
investment experience of the Policy. Death Benefit Option A provides for a level
benefit  equal  to the  current  Specified  Amount  of the  Policy,  unless  the
Accumulation  Value of the Policy on the date of the Insured's death  multiplied
by the applicable  percentage set forth in the Policy is greater,  in which case
the  Death  Benefit  is equal to that  larger  amount.  Death  Benefit  Option B
provides for a variable Death Benefit equal to the current  Specified  Amount of
the Policy plus the  Policy's  Accumulation  Value on the date of the  Insured's
death, or if greater,  the  Accumulation  Value of the Policy on the date of the
Insured's death multiplied by the applicable percentage set forth in the Policy.
(See Death Benefit Options, page 17.)

OPTIONAL INSURANCE BENEFITS
Optional  insurance  benefits  offered  under the  Policy  include:  Accelerated
Benefit Rider for Terminal  Illness  (Living Benefit  Rider);  Accidental  Death
Benefit Rider;  Disability Benefit Rider; Children's Protection Rider; Waiver of
Monthly  Deductions  on  Disability  Rider;  Term Rider for Covered  Insured and
Guaranteed  Insurability Rider. The cost, if any, of these additional  insurance
riders/benefits will be deducted from the Policy's  Accumulation Value as a part
of the Monthly Deduction. In addition, the Guaranteed Death Benefit provision is
provided without additional cost but requires the described premium payment. The
Extended  Maturity  Option is also  provided  as part of the Policy and  without
additional  cost. The foregoing  riders/benefits  are not all available in every
state.(See Additional Insurance Benefits, page 30.)

BENEFITS AT MATURITY.
On the  Maturity  Date of the  Policy,  if the  Insured  is  still  living,  the
Policyowner  will be paid the Net Cash  Surrender  Value.  An Extended  Maturity
Option is available under the Policy.  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.  There is no additional  premium for
this option,  but it must be elected by the Policyowner during the 90 days prior
to Maturity Date. (See, Benefits at Maturity, page 20.)

ACCUMULATION VALUE
The  Policy's  Accumulation  Value in the  Account  will  reflect the amount and
frequency  of  premium  payments,   the  investment  experience  of  the  chosen
Investment  Options,  policy  loans,  any partial  withdrawals,  and any charges
imposed in connection with the Policy. The entire investment risk of the Account
is borne by the  Policyowner.  AVLIC does not  guarantee a minimum  Accumulation
Value in the Account.  (See Accumulation  Value, page 19.) It does guarantee the
Fixed Account.

The  Policyowner  may  Surrender the Policy at any time and receive its Net Cash
Surrender Value. Subject to certain limitations, the Policyowner may also make a
partial  withdrawal  from the Policy  and  obtain a portion of the  Accumulation
Value at any time prior to the Maturity Date.  Partial  withdrawals  will reduce
both the Accumulation Value and the Death Benefit payable under the Policy. (See
Partial  Withdrawals,  page 22.) A charge will be deducted  from the amount paid
upon partial withdrawal. (See Partial Withdrawal Charge, page 28.)

POLICY LOANS. Policy loans, secured by the Accumulation Value of the Policy, are
available. After the first Policy Anniversary, the Policyowner may obtain a loan
at "regular" loan interest  rates,  currently 5.5% and which shall not exceed 6%
annually.

After the tenth Policy Anniversary, the Policyowner can borrow against a limited
amount of the Net Cash  Surrender  Value of the Policy at the reduced loan rate.
This rate is currently 3.5% and shall not exceed 4.0%  annually.  While the loan
is outstanding,  the Policyowner earns 3.5% interest on the Accumulation  Values
securing the loans.  (For details  concerning  policy loan provisions,  see page
21.)  Policy  loans  may have tax  consequences  and will  affect  earnings  and
Accumulation Values. (See Federal Tax Matters, page 31.)

8     ENCORE!
<PAGE>
CHARGES

PERCENT  OF  PREMIUM  CHARGES.  A Premium  Charge  for Taxes of up to 5% will be
deducted  from each premium  before  placing Net Premium in a Subaccount  or the
Fixed Account.  Currently, the Premium Charge for Taxes is 3.5%. (See Deductions
From Premium Payments, page 26.)

MONTHLY CHARGES AGAINST THE ACCUMULATION VALUE.
The following monthly charges will be made against the Accumulation Value in the
Account:

a) A monthly  Administrative  Expense  Charge of up to $9.00 may be  charged  to
compensate  AVLIC  for  the  continuing  administrative  costs  of  the  Policy.
Currently AVLIC is charging $5.00 per month ($60.00 per year.)

b) A  monthly  charge  for the  Cost of  Insurance,  including  the cost for any
riders, is also deducted. (See Charges from Accumulation Value, page 26.)

SURRENDER  CHARGE.  If  a  Policy  is  Surrendered  prior  to  the  15th  Policy
Anniversary  Date, or within 15 years of any increase in the  Specified  Amount,
AVLIC will assess a Surrender Charge consisting of the Contingent Deferred Sales
Charge and the Contingent Deferred  Administrative Charge. In no event shall the
Surrender Charge exceed $40 for every $1,000 of Specified Amount. The Contingent
Deferred  Administrative Charge is an amount per $1,000 of Specified Amount that
varies by Issue Age and Sex.  (See  Surrender  Charge,  page  27.)  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.

TRANSFER  CHARGE.  Fifteen  transfers per Policy Year will be permitted  free of
charge. A $10 administrative charge may be assessed for each additional transfer
in that Policy Year. The transfer charge will be deducted from the  Accumulation
Value, on a pro rata basis. (See Transfer Charge, page 28.)

PARTIAL  WITHDRAWAL CHARGE. A maximum charge, not to exceed the lesser of $50 or
2% of the  amount  withdrawn  may  be  deducted  for  each  partial  withdrawal.
(Currently,  the charge is the lesser of $25 or 2%.) The charge will be deducted
from the  Accumulation  Value as a result of the withdrawal and will  compensate
AVLIC for the administrative costs of partial  withdrawals.  No Surrender Charge
is  assessed  on a partial  withdrawal  and a partial  withdrawal  charge is not
assessed when a Policy is  Surrendered.  (See Partial  Withdrawal  Charge,  page
28.)

DAILY  CHARGES  AGAINST  THE  ACCOUNT.  A daily  charge at an annual rate not to
exceed  1.15%  (currently  .90% for Policy  Years 1-20 and .65% for later Policy
Years) of the  average  daily net assets of each  Subaccount,  but not the Fixed
Account. (See Daily Charges Against the Account, page 28.)

No charges are  currently  made against the Account for Federal,  state or local
taxes  (which are  charged in addition  to state  premium  taxes.) If there is a
material  change from the expected  treatment of AVLIC under  Federal,  state or
local tax laws,  AVLIC may determine to make  deductions from the Account to pay
those taxes. (See Daily Charges Against the Account, page 28.)

In addition, because the Account purchases shares of the Funds, the value of the
units in each  Subaccount  will  reflect  the net  asset  value of shares of the
various Funds held therein, and therefore, the management fee and other expenses
incurred by the Funds. (See The Funds, page 11.)

TAX TREATMENT OF THE POLICY
Like Death Benefits payable under  conventional  life insurance  policies,  life
insurance  proceeds  payable under the Policy are generally  excludable from the
taxable  income of the  Beneficiary.  Should  the  Policy  be deemed a  modified
endowment contract (see Federal Tax Matters-Tax Status of the Policy,  page 32),
partial or full  Surrenders,  assignments,  policy pledges,  and loans under the
Policy  will be taxable to the  Policyowner  to the extent of any gain under the
Policy.  Generally, a 10% penalty tax also applies to the taxable portion of any
distribution  prior to the Insured  reaching  age 59 1/2.  (For  further  detail
regarding taxation, see Federal Tax Matters, page 31.)

"FREE-LOOK PRIVILEGE"
The  Policyowner  is granted a period of time (a "free look  period") to examine
the  Policy and return it for a refund.  The  Policyowner  may cancel the Policy
within 45 days after Part I of the  application is signed,  within 10 days after
the  Policyowner  receives the Policy,  or 10 days after AVLIC delivers a notice
concerning cancellation, whichever is later. (See Free Look Privilege, page 23.)

                                                                   ENCORE!     9
<PAGE>
EXCHANGE PRIVILEGE
During  the first 24 months  after the  Policy  Date of the  Policy,  subject to
certain  restrictions,  the  Policyowner  may exchange the Policy for a flexible
premium  adjustable life insurance policy issued and made available for exchange
by AVLIC or its affiliates. The policy provisions and applicable charges for the
new policy  will be based on the same  Policy  Date and Issue Date as under this
Policy. (See Exchange Privilege, page 23.)

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 47.

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  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 will initially be
66% owned by Ameritas and 34% owned by AmerUs  Life.  AmerUs Life has options to
purchase  an  additional  15%  interest  over the  next  five  years if  certain
production requirements are met.

Ameritas and its subsidiaries had total assets at December 31, 1995 of over $2.4
billion.  AmerUs Life and its  subsidiaries  had total assets as of December 31,
1995 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.

10     ENCORE!
<PAGE>
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.

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.  Each  Subaccount of the Account will invest
only in the shares of a corresponding  portfolio of the VIPF, VIPF II, the Alger
American Fund, the MFS Fund and the Morgan Stanley Universal Funds (collectively
the "Funds".) 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.

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.

                                                                  ENCORE!     11
<PAGE>
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.
                                                                                  
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

12     ENCORE! 
<PAGE>
<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 periods,   income to the extent consistent with prudent
                           it is a fundamental policy of the Portfolio to           investment management.  Capital appreciation
                           invest, at least 65% of its total assets in dividend     is a secondary objective of the Portfolio.
                           paying equity securities.
                                                                     

Small Capitalization       Except during temporary defensive periods, the           Seeks long-term capital appreciation. 
                           Portfolio invest 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, 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 the Russell 2000 Growth Index and in
                           excess of that amount (up to 100% of its assets) 
                           during temporary defensive periods.

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.)                                

                                                            
                                                                  ENCORE!     13
</TABLE>
<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 appreciation.
                           market countries with a focus on those 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 appreciation.
                           issuers through out 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 appreciation.
                           non-U.S. issuers, generally in accordance with 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 appreciation.
                           Asian   issuers,    excluding Japan, using an
                           approach that is oriented  to the  selection  of
                           individual stocks, traded on recognized stock
                           exchanges of Asian  countries  and whose  business is
                           conducted   principally  in  Asia,  believed  by  the
                           portfolio's adviser to be undervalued.

U.S. Real Estate           Invests primarily in equity securities of U.S. and       Above-average current income and long
                           non-U.S. companies primarily engaged in the U.S.         term capital appreciation.
                           real estate industry, 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, 1995, was as follows:


<TABLE>
<CAPTION>

PORTFOLIO                       INVESTMENT ADVISORY AND                    OTHER EXPENSE                         TOTAL
                                      MANAGEMENT
                                
                              FIGURES PRESENTED MAY REFLECT          FIGURES PRESENTED MAY REFLECT     FIGURES PRESENTED MAY REFLECT
                              EXPENSE REIMBURSEMENT                  EXPENSE REIMBURSEMENT             EXPENSE REIMBURSEMENT        

FIDELITY
<S>                                  <C>                                <C>                            <C>
Money Market                           .24%                               .09%                           .33%
Equity-Income                          .51%                               .10%                           .61%
Growth                                 .61%                               .09%                           .70%
High Income                            .60%                               .11%                           .71%  (1)
Overseas                               .76%                               .15%                           .91%
Asset Manager                          .71%                               .08%                           .79%  (1)
Investment Grade Bond                  .45%                               .14%                           .59%
Asset Manager:  Growth                 .71%                               .29%                          1.00%  (1, 2)
Index 500                              .00%                               .28%                           .28%  (2)
Contrafund                             .61%                               .11%                           .72%  (1)


ALGER AMERICAN (3)
Growth                                 .75%                               .10%                           .85%
Income and Growth                     .625%                              .125%                           .75%
Small Capitalization                   .85%                               .07%                           .92%
Balanced                               .75%                               .25%                          1.00%
MidCap Growth                          .80%                               .10%                           .90%
Leveraged AllCap                       .85%                               .71%                          1.56%
</TABLE>

14     ENCORE!
<PAGE>
<TABLE>
<CAPTION>

PORTFOLIO                       INVESTMENT ADVISORY AND                    OTHER EXPENSE                         TOTAL
                                      MANAGEMENT
                                
                              FIGURES PRESENTED MAY REFLECT          FIGURES PRESENTED MAY REFLECT     FIGURES PRESENTED MAY REFLECT
                              EXPENSE REIMBURSEMENT                  EXPENSE REIMBURSEMENT             EXPENSE REIMBURSEMENT        

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


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

(1)    A portion of the brokerage  commissions  the fund paid was used to reduce
       its expenses.  Without this reduction total operating expenses would have
       been,   for  High  Income:   0.71%  (please  note  there  were  brokerage
       commissions  paid,  but it did not affect the ratio);  for Asset  Manager
       0.81%; for Asset Manager: Growth 1.13%; and for Contrafund: 0.73%.

(2)    The fund's  expenses were  voluntarily  reduced by the fund's  investment
       adviser. Absent reimbursement,  management fee, other expenses, and total
       expenses  would have been (Index 500 Portfolio)  0.28%,  0.19% and 0.47%,
       respectively;  and  (Asset  Manager:  Growth)  0.71%,  0.42%  and  1.13%,
       respectively.

(3)    Alger  Management  has agreed to reimburse  the  portfolios to the extent
       that the annual operating 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-Cap,  Alger American MidCap,  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.

(4)    MFS Co. has agreed to bear,  subject to reimbursement,  expenses for each
       of the Emerging Growth Series,  Utilities  Series.  Research Series,  and
       Growth With  Income  Series such that each  Series'  aggregate  operating
       expenses shall not exceed, on an annualized  basis,  1.00% of the average
       daily net assets of the Series from November 2, 1994 through December 31,
       1998,  and  1.50%  of  the  average  daily  net assets of the Series from
       January 1, 1999 through  December 31, 2004;  provided however,  that this
       obligation may be terminated or revised at any time.  Absent this expense
       arrangement,  "Other  Expenses" and "Total Operating Expenses"  would  be
       2.16% and 2.91%, respectively, for the Emerging Growth Series;  2.33% and
       3.08%,  respectively,  for   the   Utilities  Series;  3.15%   and 3.90%,
       respectively,  for   the   Research  Series;  and  20.69%   and   21.44%,
       respectively, for the Growth With Income Series.

(5)    MFS Co. has agreed to bear, subject to reimbursement,  until December 31,
       2004,  expenses  of the World  Governments  Series  such that the Series'
       aggregate operating expenses do not exceed 1.00%, on an annualized basis,
       of its average daily net assets. Absent this expense arrangement,  "Other
       Expenses" and "Total Operating Expenses" for the World Governments Series
       would be 1.24% and 1.99%, respectively.

(6)    This is an  estimate of expenses for the fiscal year ending December  31,
       1996.  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.

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

                                                                  ENCORE!     15
<PAGE>
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 22.)

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.

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.

16     ENCORE!
<PAGE>
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 20.)

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 20.) 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 25.) The  minimum  initial  Specified  Amount is  generally
$500,000  for  Insureds  ages 20-49 and  $250,000 for those who are 50 or older.
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.

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%,

                                                                  ENCORE!     17
<PAGE>
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 26 and Federal Tax Matters, page 31.)

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
26 and Federal Tax Matters, page 31.)

18     ENCORE!
<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,  may not be less than $500,000
for  Insureds  with an Issue Age of 49 or less and  $250,000  for those  with an
Issue Age of 50 or more in the first three Policy Years.  In later Policy Years,
the Specified  Amount  remaining in force  following a decrease must be at least
$400,000 for Insureds  with an Issue Age 20-49 and $200,000 for those with Issue
Ages of 50-80. 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 24.)

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 25.)
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 26.)

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 26.) 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 25.)

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 22.) 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  25.)  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; plus

(e)  Any amounts credited as Net Cash Surrender Value Bonus; less

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

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<PAGE>
(g)  Any Monthly Deduction to be made on that Valuation Date; less

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

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.

NET CASH SURRENDER VALUE BONUS
Beginning with the twenty-first Policy Anniversary, a bonus equal to .25% of the
Net Cash  Surrender  Value  will be  credited  to the Fixed  Account  and/or the
Subaccounts  on each policy  anniversary,  provided that the Net Cash  Surrender
Value of the Policy on the Policy  Anniversary is at least $500,000.  This bonus
is not  guaranteed.  The bonus will be credited to the Fixed Account  and/or the
Subaccounts based on the premium allocation percentages in effect at that time.

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 .25% 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 28.)

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
30.) 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

20     ENCORE!
<PAGE>
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.

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 31.)

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
                                                                  ENCORE!     21
<PAGE>
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
25.)

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 30.)  Surrenders  may have tax
consequences.  Once a policy is Surrendered,  it may not be reinstated. (See Tax
Treatment of Policy Proceeds, page 32.)

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 26 and Death  Benefit  Options--Methods  of  Affecting
Insurance  Protection,  page 19.) 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  $500,000 for Insureds  with an Issue Age of 49 or less,  and $250,000
for those with an Issue Age of 50 or more in the first three  Policy  Years.  In
later Policy Years,  the Specified Amount remaining in force following a partial
withdrawal must be at least $400,000 for Insureds with an Issue Age of 20-49 and
$200,000  for  those  with  Issue  Ages of  50-80.  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 28.)
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

22     ENCORE!
<PAGE>
the  Accumulation  Value on a pro rata basis.  (See Transfer  Charge,  page 28.)
Additional restrictions on transfers may be imposed at the fund level. Transfers
resulting  from policy loans or exercise of the exchange  privilege  will not be
subject to a transfer charge.

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.

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.  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).  When dollar
cost averaging is permitted  from the Fixed Account,  no more than 1/36th of the
value of the Fixed Account at the time dollar cost averaging is established  may
be 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 30.)

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

                                                                  ENCORE!     23
<PAGE>
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.

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
20-80 years of age 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.

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
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 19.) 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 25.)

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

24     ENCORE!
<PAGE>
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 32.)

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  or to the Fixed  Account.
Allocations  will be  automatically  allocated  to the Money  Market  Subaccount
unless the Policyowner  specifies in the application  that allocations are to be
made to other Subaccounts. 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 26.)

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);

b. Any  Outstanding  Policy  Debt  on  the date of lapse will be reinstated with
   interest due and accrued;

                                                                  ENCORE!     25
<PAGE>
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 19.

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.  There are no sales  charges  deducted  from premium  payments in
connection  with the Policy.  The Policy is,  however,  subject to a  Contingent
Deferred Sales Charge if the Policy is surrendered.  (See "Surrender  Charge" on
page 27.)

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 31.) 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  $5.00.) 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.

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

26     ENCORE!
<PAGE>
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 and Issue Age.

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 and sex.  It is 60% of the  maximum
Surrender Charge not to exceed $24 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 $16 per $1000
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.
<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> 
     1-5                 100%                         11                           40%
      6                   90%                         12                           30%
      7                   80%                         13                           20%
      8                   70%                         14                           10%
      9                   60%                         15+                           0%
     10                   50%
</TABLE>
                                                                 
                                                                  ENCORE!     27
<PAGE>
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.

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.

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  0.00245%  (equivalent  to an annual rate of .90%) for
Policy Years 1-4 and 0.001775% (equivalent to an annual rate of .65%) for Policy
Years 5-20.  After the  twentieth  year the daily  charge will be applied at the
rate of  0.001366%  (equivalent  to an annual  rate of .50%) 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 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,  there is no
charge  applied for Policy  Years 1-4.  Thereafter,  this charge is applied at a
rate of 0.000683%  (equivalent  to .25% annually) for Policy Years 5-20 and at a
rate of 0.000409% (equivalent to .15% annually) for each Policy Year thereafter.
The rate of this  charge  will  never  exceed  .25%  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.
                                                                     
28     ENCORE!
<PAGE>
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.

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.


                                                                  ENCORE!     29
<PAGE>
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 26.)

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.

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.

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.

30     ENCORE!
<PAGE>
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.

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.

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 2% for premiums paid in excess of the first year target premium.  For Policy
Years two through four,  the commission may equal an amount up to 2% of premiums
paid.  Broker-dealers may also receive a service fee up to an annualized rate of
 .25% of the Accumulation Value beginning in the fifth Policy Year.  Compensation
arrangements  may vary among  broker-dealers.  In  addition,  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 26 )
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.

(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.



                                                                   ENCORE!    31
<PAGE>
(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  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 above, "Tax Status of the Policy."


32     ENCORE!     
<PAGE>
     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 29), and the  provision  for partial
     withdrawals (See Surrenders,  page 22) 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.

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.

                                                                  ENCORE!     33
<PAGE>
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.

D T DOAN, DIRECTOR AND EXECUTIVE VICE PRESIDENT****
Vice Chairman and President-Insurance  Operations: AmerUs Life Insurance Company
(formerly  known as ("f.k.a.")  American Mutual Life Insurance  Company,  f.k.a.
Central Life Assurance Company *****); also serves as officer and/or director of
other  affiliates  of AVLIC;  also  serves as officer  and/or  director of other
affiliates of AmerUs Life Insurance Company.

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.

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*****).

34 ENCORE!
<PAGE>
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*****).

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 D T Doan,  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, 1995,  and 1994,  and for
each of the three years in the period ended  December 31, 1995 and the financial
statements  of the  Account as of  December  31,  1995 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  (which report on AVLIC expresses an unqualified  opinion and
includes  an  explanatory  paragraph  referring  to  a  change  in  a  reserving
practice), and are included in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.

                                                                  ENCORE!     35
<PAGE>
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.

                                                         
36     ENCORE!
<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,  1995,  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 at December 31, 1995. 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, 1995, 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.



DELOITTE & TOUCHE LLP


Lincoln, Nebraska
February 1, 1996

                                                                  ENCORE!     37
<PAGE>
<TABLE>
<CAPTION>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                             STATEMENT OF NET ASSETS
                                DECEMBER 31, 1995

ASSETS

INVESTMENTS AT NET ASSET VALUE:
   <S>                                                                             <C>   
    Variable Insurance Products Fund:
       Money Market Portfolio - 5,613,527.070 shares at
        $1.00 per share (cost $5,613,527)                                           $      5,613,527
       Equity-Income Portfolio - 652,438.732 shares at
        $19.27 per share (cost $9,667,592)                                                12,572,494
       Growth Portfolio - 702,196.341 shares at
        $29.20 per share (cost $14,143,041)                                               20,504,133
       High Income Portfolio - 358,988.159 shares at
        $12.05 per share (cost $3,703,023)                                                 4,325,807
       Overseas Portfolio - 438,914.420 shares at
        $17.05 per share (cost $6,616,181)                                                 7,483,491
    Variable Insurance Products Fund II:
       Asset Manager Portfolio - 1,221,448.421 shares at
        $15.79 per share (cost $16,521,707)                                               19,286,671
       Investment Grade Bond Portfolio - 171,189.054 shares at
        $12.48 per share (cost $2,013,214)                                                 2,136,439
       Contrafund Portfolio - 9,382.665 shares at
        $13.78 per share (cost $129,565)                                                     129,293
       Index 500 Portfolio - 61.274 shares at
        $75.71 per share (cost $4,403)                                                         4,639
       Asset Manager: Growth Portfolio - 1,153.239 shares at
        $11.78 per share (cost $14,071)                                                       13,585
    Alger American Fund:
       Small Capitalization Portfolio - 263,321.551 shares at
        $39.41 per share (cost $8,012,444)                                                10,377,502
       Growth Portfolio - 150,146.226 shares at
        $31.16 per share (cost $3,672,555)                                                 4,678,557
       Income and Growth Portfolio - 51,644.863 shares at
        $17.79 per share (cost $790,984)                                                     918,762
       Midcap Growth Portfolio - 138,005.038 shares at
        $19.44 per share (cost $2,229,077)                                                 2,682,818
       Balanced Portfolio - 32,000.820 shares at
        $13.64 per share (cost $391,329)                                                     436,491
       Leveraged Allcap Portfolio - 5,780.602 shares at
        $17.43 per share (cost $99,893)                                                      100,756
    Dreyfus Stock Index Fund:
       Stock Index Fund Portfolio - 127,452.178 shares at
        $17.20 per share (cost $1,880,387)                                                 2,192,178
    MFS Variable Insurance Trust:
       Emerging Growth Series Portfolio -10,355.688 shares at
        $11.41 per share (cost $119,796)                                                     118,158
       World Governments Series Portfolio - 1,555.043 shares at
        $10.17 per share (cost $16,700)                                                       15,815
       Utilities Series Portfolio - 1,475.513 shares at
        $12.57 per share (cost $19,793)                                                       18,547
                                                                                     ---------------

    NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS                                  $     93,609,663
                                                                                     ===============


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

</TABLE>
38   ENCORE!
<PAGE>
<TABLE>
<CAPTION>



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSET
                        FOR THE YEARS ENDED DECEMBER 31,




                                                           1995              1994                 1993
                                                       ------------     -------------        --------------
<S>                                                  <C>              <C>                  <C>    
INVESTMENT INCOME
  Dividend distributions received                     $   1,293,935    $     799,210        $      499,740
EXPENSE
  Charges to policyowners for assuming
  mortality and expense risk (Note B)                       723,000          465,706               260,944
                                                        -----------      -----------           -----------
     INVESTMENT INCOME - NET                                570,935          333,504               238,796
                                                        -----------      -----------           -----------

REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS - NET
  Capital gain distributions received                       403,845        1,403,280               292,625
  Unrealized increase/(decrease)                         14,755,373       (2,469,056)            3,683,814
                                                        -----------      ------------           ----------
     NET GAIN/(LOSS) ON INVESTMENTS                      15,159,218       (1,065,776)            3,976,439
                                                        -----------      ------------           ----------

     NET (DECREASE)/INCREASE IN NET
     ASSETS RESULTING FROM OPERATIONS                    15,730,153         (732,272)            4,215,235

NET INCREASE IN NET ASSETS RESULTING
  FROM PREMIUM PAYMENTS AND OTHER
  OPERATING TRANSFERS (Note B)                           19,763,147        21,904,104           14,840,992
                                                        -----------       -----------          -----------

     TOTAL INCREASE IN NET ASSETS                        35,493,300        21,171,832           19,056,227

NET ASSETS
  Beginning of period                                    58,116,363        36,944,531           17,888,304
                                                        -----------       -----------          -----------
  End of period                                        $ 93,609,663      $ 58,116,363         $ 36,944,531
                                                        ===========       ===========          ===========




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


                                                                  ENCORE!     39
<PAGE>



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995



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 Ameritas Life
     Insurance  Corp.  (ALIC).  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, 1995, 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.

     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.

40 ENCORE!
<PAGE>



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995


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 12-31-94                 $    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
                                   =============   ============    =============    =============    ============



                                                         Variable Insurance Products Fund  II
                                   ------------------------------------------------------------------------------
                                       Asset         Investment     Contrafund       Asset Mgr.:     Index 500
                                      Manager        Grade Bond         (1)          Growth (2)          (3)
                                   -------------   -------------   ------------   --------------    -------------
Balance 12-31-94                 $   16,158,059  $     907,159   $         ---   $           ---   $         ---
Distributed earnings                    346,679         34,269           1,284               564             ---
Mortality risk charge                  (164,848)       (13,893)           (119)              (25)             (7)
Unrealized increase/(decrease)        2,471,611        183,723            (273)             (486)            236
Net premium transferred                 475,170      1,025,181         128,401            13,532           4,410
                                   -------------    -----------    ------------    --------------    ------------
Balance 12-31-95                 $   19,286,671  $   2,136,439   $     129,293   $        13,585   $       4,639 
                                   =============    ===========    ============    ==============    ============




                                                                      Alger American Fund
                             ------------------------------------------------------------------------------------
                                  Small                       Income and      Midcap                   Leveraged
                             Capitalization       Growth        Growth        Growth      Balanced      Allcap(4)
                             ---------------   ------------   -----------   -----------  -----------  -----------
Balance 12-31-94            $    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
                              =============    ============   ===========   ===========  ===========  ===========




                                       MFS Variable Insurance Trust              Dreyfus
                             ----------------------------------------------   -------------
                               Emerging        World (6)        Utilities         Stock
                               Growth(5)      Governments           (7)         Index Fund              TOTAL
                             -------------  ---------------   -------------   -------------       ---------------
Balance 12-31-94            $         ---  $           ---   $         ---  $      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 
                             =============   ==============    ============     ===========       ===============


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

</TABLE>
                                                                  ENCORE!     41
<PAGE>
<TABLE>
<CAPTION>


                                     AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                                SEPARATE ACCOUNT V
                                           NOTES TO FINANCIAL STATEMENTS
                                                 DECEMBER 31, 1995

C. INFORMATION BY FUND:

                                                             Alger American Fund
                                 --------------------------------------------------------------------------------     
                                      Small                           Income          Midcap
                                 Capitalization      Growth         and Growth        Growth           Balanced
                                 ---------------  -------------   --------------   --------------   -------------
<S>                            <C>              <C>             <C>              <C>              <C>    
Balance 12-31-93                $     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
                                 ===============  =============   ==============   =============    =============




                                                        Variable Insurance Products Fund
                                 --------------------------------------------------------------------------------
                                      Money          Equity-                            High
                                      Market         Income           Growth           Income          Overseas
                                 ---------------  -------------    -------------    -------------   ------------- 
Balance 12-31-93                $     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
                                  =============   ============      ===========     ============     ============



                                       Variable Insurance
                                        Products Fund II            Dreyfus
                                 -----------------------------   -------------
                                     Asset         Investment        Stock
                                     Manager       Grade Bond     Index Fund                            TOTAL
                                 --------------   ------------   -------------                      -------------  
Balance 12-31-93                $   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>

42 ENCORE!
<PAGE>
<TABLE>
<CAPTION>



                                     AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                                SEPARATE ACCOUNT V
                                           NOTES TO FINANCIAL STATEMENTS
                                                 DECEMBER 31, 1995

C. INFORMATION BY FUND:
                                                             Alger American Fund
                                 --------------------------------------------------------------------------------     
                                      Small                           Income          Midcap
                                 Capitalization      Growth         and Growth        Growth (1)     Balanced (2)
                                 ---------------  -------------   --------------   --------------   -------------
<S>                            <C>              <C>             <C>              <C>              <C>    
Balance 12-31-92                $       596,677  $      56,046   $       37,708   $          ---   $         ---
Distributed earnings                        ---            189              218              922             ---
Mortality risk charge                   (12,717)        (2,485)            (775)            (191)            (42)
Unrealized increase/(decrease)          298,611         64,901            6,462            7,801             411
Net premium transferred               1,548,537        394,927          111,931           82,937          12,047
                                 ---------------  -------------    -------------   --------------    ------------
Balance 12-31-93                $     2,431,108  $     513,578   $      155,544  $        91,469    $     12,416
                                 ===============  =============    =============   ==============    ============



                                                        Variable Insurance Products Fund
                                 --------------------------------------------------------------------------------
                                      Money          Equity-                            High
                                      Market         Income           Growth           Income          Overseas
                                 ---------------  -------------    -------------    -------------   ------------- 
Balance 12-31-92                $    2,600,260   $   2,476,762    $   5,152,469    $     857,133    $    586,673
Distributed earnings                    84,138          89,586          125,620           82,061          15,219
Mortality risk charge                  (26,767)        (33,306)         (67,253)         (17,034)        (13,317)
Unrealized increase/(decrease)             ---         430,027        1,063,056          215,584         333,367
Net premium transferred                644,760       1,118,145        2,392,340          974,665       1,705,518
                                 --------------  --------------     ------------      -----------     -----------
Balance 12-31-93                $    3,302,391  $    4,081,214    $   8,666,232     $  2,112,409    $  2,627,460
                                 ==============  ==============     ============      ===========     ===========



                                       Variable Insurance
                                        Products Fund II            Dreyfus
                                 -----------------------------   -------------
                                     Asset         Investment        Stock
                                     Manager       Grade Bond     Index Fund                            TOTAL
                                 --------------   ------------   -------------                      -------------  
Balance 12-31-92                $   4,852,263    $    510,803   $    161,510                       $  17,888,304
Distributed earnings                  237,544          60,677         96,191                             792,365
Mortality risk charge                 (74,672)         (9,236)        (3,149)                           (260,944)
Unrealized increase/(decrease)      1,317,267          15,527        (69,200)                          3,683,814
Net premium transferred             5,079,984         491,445        283,756                          14,840,992
                                 -------------    ------------    ------------                      -------------
Balance 12-31-93                $  11,412,386   $   1,069,216   $    469,108                      $   36,944,531
                                 =============    ============    ============                      =============




   (1) Commenced business 06/17/93.
   (2) Commenced business 06/28/93.

</TABLE>


                                                                  ENCORE!    43
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------

                               SEPARATE ACCOUNT V
                               ------------------

                             STATEMENT OF NET ASSETS
                             ------------------------

                               SEPTEMBER 30, 1996
                               ------------------

                                   (UNAUDITED)

ASSETS

INVESTMENTS AT NET ASSET VALUE:                                       
  Variable Insurance Products Fund:
      Money Market Portfolio - 7,743,563.320 shares at
        $1.00 per share (cost $7,743,563)                         $   7,743,563
      Equity-Income Portfolio - 777,430.918 shares at           
        $19.72 per share (cost $12,071,439)                          15,330,938
      Growth Portfolio - 817,224.766 shares at
        $30.51 per share (cost $17,490,984)                          24,933,528
      High Income Portfolio - 526,132.104 shares at
        $12.26 per share (cost $5,656,914)                            6,450,380
      Overseas Portfolio - 560,690.020 shares at
        $17.99 per share (cost $8,756,540)                           10,086,813
  Variable Insurance Products Fund II:
      Asset Manager Portfolio - 1,323,342.414 shares at
        $15.96 per share (cost $18,073,208)                          21,120,545
      Investment Grade Bond Portfolio - 191,476.587 shares at
        $11.89 per share (cost $2,259,607)                            2,276,657
      Contrafund Portfolio - 124,964.505 shares at
        $15.25 per share (cost $1,814,345)                            1,905,709
      Index 500 Portfolio - 13,260.424 shares at
        $82.31 per share (cost $1,041,414)                            1,091,464
      Asset Manager: Growth Portfolio - 27,598.720 shares at
        $12.68 per share (cost $338,922)                                349,952
  Alger American Fund:
      Small Capitalization Portfolio - 331,916.674 shares at
        $42.45 per share (cost $10,843,270)                          14,089,863
      Growth Portfolio - 212,178.400 shares at
        $33.15 per share (cost $5,684,258)                            7,033,714
      Income and Growth Portfolio - 216,640.738 shares at
        $7.83 per share (cost $2,259,434)                             1,696,297
      Midcap Growth Portfolio - 237,423.652 shares at
        $21.00 per share (cost $4,268,578)                            4,985,897
      Balanced Portfolio - 88,150.169 shares at
        $9.04 per share (cost $937,734)                                 796,878
      Leveraged Allcap Portfolio - 43,648.022 shares at
        $19.35 per share (cost $824,393)                                844,589
  Dreyfus Stock Index Fund:
      Stock Index Fund Portfolio - 112,723.528 shares at
        $18.99 per share (cost $1,606,495)                            2,140,620
  MFS Variable Insurance Trust:
      Emerging Growth Series Portfolio - 117,237.864 shares at
        $13.58 per share (cost $1,482,150)                            1,592,090
      World Governments Series Portfolio - 15,215.708 shares at
        $10.34 per share (cost $154,878)                                157,330
      Utilities Series Portfolio - 19,335.967 shares at
        $13.30 per share (cost $250,353)                                257,168
                                                              ------------------

           NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS     $     124,883,995
                                                              ==================


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

44     ENCORE!
<PAGE>

<TABLE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------

                               SEPARATE ACCOUNT V
                               ------------------

               STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
               --------------------------------------------------
   
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                     --------------------------------------- 

                                   (UNAUDITED)


                                                              1996                       1995                       1994
                                                      ---------------------       --------------------       -------------------
<S>                                                <C>                         <C>                        <C>    
INVESTMENT INCOME
     Dividend distributions received                $            1,704,985      $           1,129,947      $            675,044
EXPENSE
     Charges to policyowners for assuming
     mortality and expense risk                                    772,686                    510,590                   331,853
                                                      ---------------------       --------------------       -------------------
          INVESTMENT INCOME - NET                                  932,299                    619,357                   343,191
                                                      ---------------------       --------------------       -------------------

REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS - NET
     Capital gain distributions received                         4,074,160                    382,368                 1,399,228
     Unrealized increase/(decrease)                              3,375,136                 15,004,742                (2,184,207)
                                                      ---------------------       --------------------       -------------------
          NET GAIN/(LOSS) ON INVESTMENTS                         7,449,296                 15,387,110                  (784,979)
                                                      ---------------------       --------------------       -------------------

          NET INCREASE/(DECREASE) IN NET
          ASSETS RESULTING FROM OPERATIONS                       8,381,595                 16,006,467                  (441,788)

NET INCREASE IN NET ASSETS RESULTING
     FROM PREMIUM PAYMENTS AND OTHER
     OPERATING TRANSFERS                                        22,892,737                 14,059,343                17,740,888
                                                      ---------------------       --------------------       -------------------
          TOTAL INCREASE IN NET ASSETS                          31,274,332                 30,065,810                17,299,100

NET ASSETS
     Beginning of period                                        93,609,663                 58,116,363                36,944,530
                                                      ---------------------       --------------------       -------------------
     End of period                                  $          124,883,995      $          88,182,173      $         54,243,630
                                                      =====================       ====================       ===================











The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                                 ENCORE!     45
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                               SEPTEMBER 30, 1996
                               ------------------

                                   (UNAUDITED)

A.         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT 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 a newly formed holding company,  AMAL  Corporation,  a
           majority-owned  affiliate of Ameritas Life Insurance  Corp.  (ALIC).
           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 September 30, 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.

            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.          BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL STATEMENTS:
            ----------------------------------------------------------------

            Management believes that all adjustments,  consisting of only normal
            recurring accruals,  considered necessary for a fair presentation of
            the unaudited interim financial  statements have been included.  The
            results of  operations  for any interim  period are not  necessarily
            indicative  of results  for the full  year.  The  unaudited  interim
            financial  statements should be read in conjunction with the audited
            financial  statements and notes thereto for the years ended December
            31, 1995, 1994, and 1993.

46    ENCORE!
<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, 1995 and 1994, 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, 1995.  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, 1995 and 1994,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1995,  in
conformity with statutory  accounting  principles which are considered generally
accepted  accounting  principles for mutual life  insurance  companies and their
insurance subsidiaries.

As discussed in Note A to the financial statements, effective December 31, 1995,
the Company changed a reserving practice.

DELOITTE & TOUCHE LLP


Lincoln, Nebraska
February 1, 1996

                                                                 ENCORE!     47 
<PAGE>
<TABLE>
<CAPTION>


                                     AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                                  BALANCE SHEETS
                                           (in thousands, except shares)


                                                                                           December 31,
                                                                                    ---------------------------                
                                                                                        1995           1994
                                                                                    ------------   ------------
                       ASSETS
   <S>                                                                             <C>           <C>
    Investments:
       Bonds, at amortized cost ( fair value of $40,344
          and $34,021) (Note C)                                                     $    38,753   $     34,607
       Short-term investments                                                             4,289          7,714
       Loans on life insurance policies                                                   2,639          1,597
                                                                                    -------------  -------------

          Total investments                                                              45,681         43,918

    Cash                                                                                  1,371            431
    Accrued investment income                                                               790            774
    Reinsurance recoverable - affiliates  (Note E)                                           57            467
    Other assets                                                                             76            129
    Separate Accounts  (Note F)                                                         682,482        462,886
                                                                                    -------------   ------------

                                                                                   $    730,457   $    508,605
                                                                                    =============   ============

LIABILITIES AND STOCKHOLDER'S EQUITY

    LIABILITIES:

    Life and annuity reserves                                                      $     28,740   $     30,578
    Funds left on deposit with the company                                                   87            142
    Interest maintenance reserve                                                             41             36
    Accounts payables - affiliates  (Note E)                                              1,926            884
    Income tax payable-affiliates                                                         1,221             36
    Accrued professional fees                                                                20             11
    Sundry current liabilities -
          Cash with applications                                                          1,305            562
          Other                                                                             662            692
    Valuation reserve                                                                       193            163
    Separate Accounts  (Note F)                                                         682,482        462,886
                                                                                    -------------    -----------
                                                                                        716,677        495,990
                                                                                    -------------    ----------- 


   STOCKHOLDER'S EQUITY:

    Common stock, par value $100 per share;                                               4,000          4,000
       authorized 50,000 shares, issued and
       outstanding 40,000 shares
    Additional paid-in capital                                                           29,700         29,700
    Deficit                                                                             (19,920)       (21,085)
                                                                                    -------------    -----------

                                                                                         13,780         12,615
                                                                                    -------------    -----------

                                                                                   $    730,457    $   508,605
                                                                                     ============    ===========



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


48     ENCORE!     
<PAGE>
<TABLE>
<CAPTION>



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                            STATEMENTS OF OPERATIONS
                                 (in thousands)





                                                                           Year Ended December 31,
                                                           --------------------------------------------------------  
                                                                1995                 1994                 1993

                                                           --------------       ---------------     ---------------
<S>                                                      <C>                <C>                 <C>
INCOME:
    Premium income                                        $    158,436       $      174,085      $      155,166
    Less reinsurance:  (Note E)
       Yearly renewable term                                    (5,110)              (1,333)               (843)
                                                          --------------       ---------------     ---------------
       Net premium income                                      153,326              172,752             154,323
    Miscellaneous insurance income                               4,482                1,398                 459
    Net investment income (Note D)                               3,507                3,050               2,897
                                                           --------------       ---------------     ---------------

                                                               161,315              177,200             157,679
                                                           --------------       ---------------     ---------------

EXPENSES:

    Increase (decrease) in reserves                               (296)                (637)              1,717
    Benefits to policyowners                                    31,094               19,012               8,128
    Commissions                                                 14,813               15,799              13,080
    General insurance expenses (Note E)                          6,641                6,403               4,216
    Taxes, licenses and fees                                     1,275                1,183                 829
    Net premium transferred to
    Separate Accounts (Note F)                                 106,053              139,974             136,451
                                                            -------------       ---------------     ---------------

                                                               159,580              181,734             164,421
                                                            -------------       ---------------     ---------------
Income(loss) before income taxes
    and realized capital gains                                   1,735               (4,534)             (6,742)


Income taxes (benefit)-current                                   1,752                 (611)             (1,501)
                                                           --------------       ---------------     ---------------

(Loss) before realized capital gains                               (17)              (3,923)             (5,241)

Realized capital  gains(losses) (net of tax 
  of $12, $11 and $19 and $18, $12 and
  $32 transfers to interest maintenance
  reserve for 1995, 1994 and 1993,
  respectively)                                                     (2)                  (2)                  1
                                                           --------------       ---------------     ---------------

Net (loss)                                               $         (19)       $      (3,925)      $      (5,240)
                                                           ==============       ===============     ===============






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

</TABLE>
                                                                  ENCORE!    49
<PAGE>

<TABLE>
<CAPTION>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                          (in thousands, except shares)



                                                                      Additional
                                              Common Stock             Paid in
                                         Shares         Amount         Capital        Deficit          Total
                                      ------------    -----------   -------------   ------------   -------------
<S>                                       <C>       <C>           <C>             <C>            <C>    

BALANCE, January 1, 1993                   40,000    $     4,000   $      18,200   $   (11,793)   $     10,407

    Transfer to valuation reserve               -              -               -           (62)            (62)

    Capital contribution from
       Ameritas Life Insurance Corp.            -              -           5,500             -           5,500

    Net (loss)                                  -              -               -        (5,240)         (5,240)
                                      ------------    -----------   -------------   ------------    ------------

BALANCE, December 31, 1993                 40,000          4,000          23,700       (17,095)         10,605

    Increase in non-admitted assets                                                         (2)             (2)

    Transfer to valuation reserve               -              -               -           (63)            (63)

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

    Net (loss)                                  -              -               -        (3,925)         (3,925)
                                      ------------   ------------   -------------   ------------    ------------

BALANCE, December 31, 1994                 40,000          4,000          29,700       (21,085)         12,615

    Decrease in non-admitted assets             -              -               -             5               5

    Transfer to valuation reserve               -              -               -           (30)            (30)

    Release of reserves (Note A)                -              -               -         1,618           1,618

    Settlement/intercompany taxes               -              -               -          (409)           (409)

    Net (loss)                                  -              -               -           (19)            (19)
                                      -----------     -----------   -------------   ------------    ------------
BALANCE, December 31, 1995                 40,000    $     4,000   $      29,700   $    (19,920)   $     13,780
                                      ===========     ===========   =============   ============    ============





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

</TABLE>


50     ENCORE! 
<PAGE>
<TABLE>
<CAPTION>



                                     AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                             STATEMENTS OF CASH FLOWS
                                                  (in thousands)




                                                                          Year Ended December 31,
                                                          ---------------------------------------------------------
                                                               1995                 1994                1993
                                                          --------------       ---------------    -----------------
<S>                                                     <C>                  <C>                <C> 
OPERATING ACTIVITIES:
    Net premium income received                          $     153,867        $      172,701     $        154,408
    Miscellaneous insurance income                               4,201                 1,398                  459
    Net investment income received                               3,405                 2,899                2,848
    Net premium transferred to Separate Accounts              (105,654)             (140,161)            (136,451)
    Benefits paid to policyowners                              (31,200)              (18,944)              (8,207)
    Commissions                                                (12,343)              (15,799)             (13,080)
    Expenses and taxes                                         (10,664)               (7,547)              (4,939)
    Net increase in policy loans                                (1,041)                 (576)                (592)
    Income taxes                                                  (987)                  527                1,630
    Other operating income and disbursements                     1,978                (2,222)                 270
                                                          --------------       ---------------    -----------------

    Net cash provided by (used in) operating activities          1,562                (7,724)              (3,654)
                                                          --------------       ---------------    -----------------

INVESTING ACTIVITIES:
    Maturity of bonds                                            3,713                 5,108                8,266
    Purchase of investments                                     (7,760)              (15,673)              (1,460)
                                                          --------------       ---------------    -----------------

Net cash (used in) provided by investing activities             (4,047)              (10,565)               6,806
                                                          --------------       ---------------    -----------------

FINANCING ACTIVITIES:
    Capital contribution                                             -                 6,000                5,500
                                                          --------------       ---------------    -----------------

NET (DECREASE) INCREASE IN CASH AND
    SHORT TERM INVESTMENTS                                      (2,485)              (12,289)               8,652

CASH AND SHORT TERM INVESTMENTS -
    BEGINNING OF PERIOD                                          8,145                20,434               11,782
                                                          --------------       ---------------    -----------------

CASH AND SHORT TERM INVESTMENTS -
    END OF PERIOD                                       $        5,660        $        8,145     $         20,434
                                                          ==============       ===============    =================






The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                                  ENCORE!    51
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)



A.  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,  is a  wholly-owned
    subsidiary of Ameritas Life Insurance  Corp.(ALIC),  a mutual life insurance
    company.  The Company  began issuing  variable  life  insurance and variable
    annuity  policies in 1987. The variable life and variable  annuity  policies
    are not participating with respect to dividends.

    The accompanying  financial statements have been prepared in accordance with
    life insurance  accounting  practices prescribed by the Insurance Department
    of the State of  Nebraska.  While  appropriate  for  mutual  life  insurance
    companies,  such  accounting  practices  differ  in  certain  respects  from
    generally  accepted   accounting   principles  followed  by  other  business
    enterprises.  The Financial Accounting Standards Board (FASB) has undertaken
    consideration  of changing  those methods  constituting  generally  accepted
    accounting  principles  applicable to mutual life  insurance  companies.  In
    accordance  with  pronouncements  issued  by the  FASB  in  1993  and  1994,
    financial statements prepared on the basis of statutory accounting practices
    will no longer  be  described  as  prepared  in  conformity  with  generally
    accepted accounting principles for fiscal years beginning after December 15,
    1995.

    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 - Bonds and short-term  investments earning interest are carried
    at amortized cost which, for short-term  investments,  approximates  market.
    Separate account assets are carried at market. Realized gains and losses are
    determined on the basis of specific identification.

    ACQUISITION COSTS - Commissions,  reinsurance ceded allowances, underwriting
    and  other  costs  of  issuing  new  policies  as  well as  maintenance  and
    settlement costs are reported as costs of insurance operations in the period
    incurred.

    PREMIUMS - Premiums are reported as income when  collected  over the premium
    paying periods of the policies. Premium income consists of:
<TABLE>
<CAPTION>


                                         Year Ended December 31,
                           --------------------------------------------------                                                     
                                1995              1994               1993   
                           --------------    --------------    --------------
                         <S>               <C>               <C>
         Life             $      32,020     $      31,980     $       20,591
         Annuity                126,416           142,105            134,575
                           --------------    --------------    --------------
                          $     158,436     $     174,085     $      155,166
                           ==============    ==============    ==============
</TABLE>

    POLICY RESERVES - Generally, reserves for variable life and annuity policies
    are established and maintained on the basis of each policyholder's  interest
    in the account  values of Separate  Accounts V and VA-2.  However,  reserves
    established for certain annuity  products are determined on the basis of the
    Commissioner's  Annuity Reserve  Valuation  Method (CARVM)  reserving method
    which  approximates   surrender  values.  The  account  values  are  net  of
    applicable  cost  of  insurance  and  other  expense  charges.  The  cost of
    insurance  has been  developed  by actuarial  methods.  The Company uses the
    mortality  rates from the  Commissioners  1980 Standard  Ordinary Smoker and
    Non- Smoker,  Male and Female Mortality  Tables in computing  minimum values
    and  reserves.  Policy  reserves  are also  provided for amounts held in the
    general accounts  consistent with requirements of the Nebraska Department of
    Insurance.

52     ENCORE!                                                             
<PAGE>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)




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

    INTEREST   MAINTENANCE  RESERVE  -  The  interest   maintenance  reserve  is
    calculated  based on the  prescribed  methods  developed  by the NAIC.  This
    reserve  is used to  accumulate  realized  gains and losses  resulting  from
    interest  rate changes on fixed income  investments.  These gains and losses
    are then  amortized  into  investment  income  over what would have been the
    remaining years to maturity of the underlying investment.

    VALUATION  RESERVE -  Valuation  reserves  are a required  appropriation  of
    Stockholder's  Equity  to  provide  for  possible  losses  that may occur on
    certain investments held by the Company.  The appropriation (Asset Valuation
    Reserve) is based on the holdings of bonds, stocks,  mortgages,  real estate
    and short-term investments.  Realized and unrealized gains and losses, other
    than those resulting from interest rate changes, are added or charged to the
    reserve (subject to certain maximums).

    INCOME TAXES - The Company  files a  consolidated  life/non-life  tax return
    with Ameritas Life Insurance Corp. and its subsidiaries.  An agreement among
    the  members  of  the  consolidated   group  provides  for  distribution  of
    consolidated tax results as if filed on a separate return basis. The current
    income tax expense or benefit (including effects of capital gains and losses
    and  net  operating   losses)  is  apportioned   generally  on  a  sub-group
    (life/non-life) basis. As a result of differences in accounting between book
    and tax purposes for certain items, primarily deferred acquisition costs and
    certain  reserve  calculations,  taxes  are  provided  in  excess of the 35%
    statutory corporate rate.

    CHANGE IN ACCOUNTING - Effective  December 31, 1995 the Company released the
    voluntary  mortality  fluctuation  reserve through a credit to stockholder's
    equity. The increase in reserve included in the statements of operations for
    the years ended 1995, 1994 and 1993 were $659, $421 and $135, respectively.


B.  FINANCIAL INSTRUMENTS:
    ----------------------

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

    Bonds
    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.

    Short-term Investments
    The carrying amount approximates fair value because of the short maturity of
    these instruments.

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

    Cash
    The carrying amounts reported in the balance sheet equals fair value.

    Accrued Investment Income
    Fair value on accrued investment income equals book value.

    Funds left on Deposit
    Funds on  deposit  which do not have  fixed  maturities  are  carried at the
    amount payable on demand at the reporting date.

                                                                 ENCORE!     53
<PAGE>



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)



B.  FINANCIAL INSTRUMENTS: (Continued)
    ----------------------------------

    The  estimated  fair  values,  as of  December  31,  1995 and  1994,  of the
    Company's financial instruments are as follows:
<TABLE>
<CAPTION>


                                                             1995                                 1994
                                                ---------------------------------   --------------------------------
                                                    Carrying            Fair           Carrying           Fair
                                                     Amount             Value           Amount            Value
                                                ---------------    --------------   ---------------  ---------------
 <S>                                          <C>                <C>               <C>             <C>   
  Financial Assets:
    Bonds                                      $      38,753      $      40,344     $     34,607    $     34,021
    Short-term investments                             4,289              4,289            7,714           7,714
    Loans on life insurance policies                   2,639              2,346            1,597           1,190
    Cash                                               1,371              1,371              431             431
    Accrued investment income                            790                790              774             774

  Financial Liabilities:
    Funds left on deposit                                 87                 87              142             142

       These fair values do not necessarily  represent the value for which the financial instrument could be sold.
</TABLE>

C. BONDS:
   ------
    The table below provides  additional  information  relating to bonds held by
    the Company as of December 31, 1995:
<TABLE>
<CAPTION>

                                                                                   Gross           Gross
                                                  Amortized          Fair        Unrealized      Unrealized     Carrying
                                                    Cost             Value         Gains           Losses         Value
                                                --------------   -------------  ------------   -------------  -------------
   <S>                                        <C>              <C>            <C>            <C>            <C>    
    LONG TERM BONDS:
    Corporate-U.S.                             $      20,667    $     21,597   $       930    $         -    $     20,667
    Mortgage-Backed                                    3,628           3,742           114              -           3,628
    U.S. Treasury securities and
    obligations of U.S. government
    corporations and agencies                         14,458          15,005           551              4          14,458
                                                --------------   -------------  ------------   -------------   ------------ 
                                               $      38,753    $     40,344   $       1,595  $         4     $    38,753
                                                ==============   =============  ============   =============   ============

</TABLE>


    The comparative data as of December 31, 1994 is summarized as follows:

<TABLE>
<CAPTION>
                                                                                   Gross           Gross
                                                  Amortized          Fair        Unrealized      Unrealized     Carrying
                                                    Cost             Value         Gains           Losses         Value
                                                --------------   -------------  ------------   -------------  -------------
   <S>                                        <C>              <C>            <C>            <C>            <C>    
    LONG TERM BONDS:
    Corporate-U.S.                             $      19,634    $     19,396   $       160    $       398    $     19,634
    Corporate-Foreign                                  1,000           1,008             8              -           1,000
    Mortgage-Backed                                    1,149           1,184            35              -           1,149
    U.S. Treasury securities and
    obligations of U.S. government
    corporations and agencies                         12,824          12,433            47            438          12,824
                                                --------------   -------------  ------------   -------------  ------------- 
                                               $      34,607    $     34,021   $       250    $       836    $     34,607
                                                ==============   =============  ============   =============  =============
</TABLE>
54     ENCORE!
<PAGE>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)



C. BONDS: (Continued)
   ------------------

    The  carrying  value  and  fair  value  of bonds  at  December  31,  1995 by
contractual maturity are shown below:
<TABLE>
<CAPTION>
                                                    Fair            Carrying
                                                    Value            Value
                                              ---------------   ----------------           
   <S>                                      <C>               <C> 
    Due in one year or less                  $      10,731     $       10,429
    Due after one year through five years           25,368             24,200
    Due after five years through ten years             503                496
    Due after ten years                                  -                  -
    Mortgage-Backed Securities                       3,742              3,628
                                              ---------------   ----------------
                                             $      40,344     $       38,753
                                              ===============   ================


    Investments in securities of one issuer other than United States  Government
    and  United   States   Government   Agencies   which  exceed  10%  of  total
    stockholder's equity as of December 31, 1995 are as follows:
</TABLE>


<TABLE>
<CAPTION>

    Included in Bonds:                                 Carrying
                 ISSUER                                  Value
                 ------                             --------------     
   <S>                                           <C>    

   Leggett & Platt Inc Medium Term Notes           $       1,500
    Sears, Roebuck & Co                                    1,499

       Included in Short-Term Investments:
                 ISSUER
                 ------    
    GTE Northwest Inc Discount Note                $       1,500
    Goldman Sachs Money Market Treasury Obligations        1,539


    Investments in securities of one issuer other than United States  Government
    and  United   States   Government   Agencies   which  exceed  10%  of  total
    stockholder's equity as of December 31, 1994 are as follows:

    Included in Bonds:                                  Carrying
                 ISSUER                                   Value
                 ------                               ------------- 
    Leggett & Platt Inc Medium Term Notes          $       1,500
    Sears, Roebuck & Co                                    1,499

       Included in Short-Term Investments:
                 ISSUER
                 ------
    GTE Northwest Inc Discount Note                $       1,397
    Potomac Electric Power Co Disc Note                    1,499
    AT&T Corp Disc Note                                    1,299
    Cargill Inc Disc Note                                  1,496

At December 31, 1995, the Company had  securities  with a market value of $3,356
on deposit with various State Insurance Departments.

</TABLE>
                                                                  ENCORE!     55
<PAGE>



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)



D. INVESTMENT INCOME:
   ------------------

   Net investment  income for the years ended December 31, 1995,  1994 and 1993
   is comprised as follows:
<TABLE>
<CAPTION>

                                                                            Year Ended December 31,
                                                               --------------------------------------------------  
                                                                    1995              1994             1993
                                                               ---------------  ---------------  ----------------
   <S>                                                       <C>              <C>              <C>
    Bonds                                                     $      2,819     $     2,410      $        2,384
    Short-term investments                                             597             609                 529
    IMR amortization                                                    15               5                   1
    Loans on life insurance policies                                   128              82                  39
                                                               ---------------  ----------------  ---------------
                               Gross investment income               3,559           3,106               2,953
    Less investment expenses                                            52              56                  56
                                                               ---------------  ----------------  ---------------

                               Net investment income          $      3,507     $     3,050       $       2,897
                                                               ===============  ================  ===============
</TABLE>



E.  RELATED PARTY TRANSACTIONS:
    ---------------------------

    Ameritas  Life  Insurance  Corp.  provides  technical,  financial  and legal
    support to the Company under an administrative  service agreement.  The cost
    of these services to the Company for years ended December 31, 1995, 1994 and
    1993 was $4,858,  $4,029 and $1,915,  respectively.  The Company also leases
    office space and furniture and equipment from Ameritas Life Insurance  Corp.
    The cost of these  leases to the Company for the years  ended  December  31,
    1995, 1994 and 1993 was $37, $40 and $54, respectively.

    Under the terms of an investment advisory  agreement,  the Company paid $44,
    $43 and $44 for the years ended December 31, 1995, 1994 and 1993 to Ameritas
    Investment  Advisors Inc., an indirect  wholly-owned  subsidiary of Ameritas
    Life Insurance Corp.

    The Company  entered into a reinsurance  agreement  (yearly  renewable term)
    with Ameritas  Life  Insurance  Corp.  Under this  agreement,  Ameritas Life
    Insurance  Corp.  assumes life insurance risk in excess of the Company's $50
    retention limit. The Company recorded $5,085 of gross  reinsurance  premiums
    for the year ended  December  31,  1995  which  includes  reinsurance  ceded
    commission  allowances of $2,805 resulting in net reinsurance ceded premiums
    of $2,280. In 1994 and 1993 the Company reported  reinsurance ceded premiums
    net of reinsurance ceded commission allowances.  The Company paid $1,333 and
    $843 of net  reinsurance  premiums for the years ended December 31, 1994 and
    1993, respectively.

    The Company  has  entered  into a guarantee  agreement  with  Ameritas  Life
    Insurance Corp., whereby, Ameritas Life Insurance Corp. guarantees the full,
    complete  and  absolute  performance  of all duties and  obligations  of the
    Company.

    The Company's products are distributed through Ameritas Investment Corp., an
    indirect  wholly-owned  subsidiary  of Ameritas  Life  Insurance  Corp.  The
    Company  received $192,  $272 and $23 for the years ended December 31, 1995,
    1994 and 1993,  respectively,  from this  affiliate to partially  defray the
    costs of  materials  and  prospectuses.  Policies  placed by this  affiliate
    generated  commission expense of $14,028,  $15,223 and $12,621 for the years
    ended December 31, 1995, 1994 and 1993, respectively.

56     ENCORE!
<PAGE>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)



F.  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.

    Amounts in the Separate Accounts are:

          
                                                 December 31,
                                         --------------------------- 
                                             1995           1994
                                         ------------   ------------
    Separate Account V                  $     93,610   $     58,117
    Separate Account VA-2                    588,872        404,769
                                         ------------   ------------
                                        $    682,482   $    462,886
                                         ============   ============



    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.  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  (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.

                                                                  ENCORE!     57
<PAGE>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
                                 (in thousands)




G.  BENEFIT PLANS:
    --------------

    The Company is included in the noncontributory  defined-benefit pension plan
    that covers substantially all full-time employees of Ameritas Life Insurance
    Corp. 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  1995.  Total
    Company  contributions  for the years ended  December 31, 1994 and 1993 were
    $47 and $51, respectively.

    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 1995. Total Company  contributions for the
    years ended December 31, 1994 and 1993 were $20 and $22, respectively.

    The Company is also included in the  postretirement  benefit plan  providing
    group medical coverage 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 1995. Total Company  contributions for the years ended
    December 31, 1994 and 1993 were $7 and $2, respectively.

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


H.  REGULATORY MATTERS:
    -------------------

    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.
    No  dividends  are to be paid  in 1996  without  approval  of the  Insurance
    Department.

I.  SUBSEQUENT EVENTS - UNAUDITED:
    ------------------------------
 
    On  April 1, 1996  Ameritas  Life   consummated  an agreement  with American
    Mutual Life Insurance Company whereby AVLIC became a wholly-owned subsidiary
    of a newly formed holding  company,  AMAL  Corporation.  The  agreement  was
    announced   March 11,  1996.   The  holding    company    will    contribute
    approximately $18 million of additional  paid-in  capital  to AVLIC.   Under
    terms of the agreement the AMAL Corporation will  initially  be 66% owned by
    Ameritas  Life  and 34%  owned  by  American  Mutual.  American  Mutual  has
    options to purchase an additional 15% interest over the next five  years  if
    certain  production  requirements  are met.  Ameritas  Life, American Mutual
    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 Life  and who
    agrees to assume the  guarantee;  provided that if AML 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  AML,  and  the
    purchaser assumes the guarantee, AML will be relieved  of  its   obligations
    under the Guarantee.

    Effective  January 1, 1996,  with  the  approval  of  the  State of Nebraska
    Insurance  Department,  AVLIC  changed  reserving  methods  used   for  most
    existing  products  resulting  in  an  increase  in   statutory  surplus  of
    approximately $23.4 million.

    On  February  28,  1996 the  Board of Directors declared a return of paid-in
    capital  of  $15 million  paid  by  a note due on or before August 15, 1996.
    This  action  was  approved  by the State of Nebraska  Insurance  Department
    (Insurance  Department).  Any additional distributions of capital or surplus
    would require approval of the Insurance Department.


58     ENCORE!
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                                 BALANCE SHEETS
                                 -------------- 
                          (in thousands, except shares)
                                   (UNAUDITED)

                                                                         September 30,          December 31,
                                                                             1996                   1995
                                                                        ----------------       ---------------
                     ASSETS


     Investments:
    <S>                                                              <C>                    <C>

       Bonds, at amortized cost                                       $          46,419      $         38,753
       Short-term investments                                                     5,740                 4,289
       Loans on life insurance policies                                           3,786                 2,639
                                                                        ----------------       ---------------

           Total investments                                                     55,945                45,681

     Cash                                                                           929                 1,371
     Accrued investment income                                                      877                   790
     Reinsurance recoverable - affiliates                                           148                    57
     Other assets                                                                   833                    76
     Separate Accounts                                                          884,817               682,482
                                                                        ----------------       ---------------

                                                                      $         943,549      $        730,457
                                                                        ================       ===============

      LIABILITIES AND STOCKHOLDER'S EQUITY

   LIABILITIES:

     Life and annuity reserves                                        $           9,290      $         28,740
     Funds left on deposit with the company                                         114                    87
     Interest maintenance reserve                                                    41                    41
     Accounts payables - affiliates                                               2,515                 1,926
     Income tax payable-affiliates                                                2,135                 1,221
     Accrued professional fees                                                       28                    20
     Sundry current liabilities -
       Cash with applications                                                     1,943                 1,305
       Other                                                                      2,215                   662
     Valuation reserve                                                              228                   193
     Separate Accounts                                                          884,817               682,482
                                                                        ----------------       ---------------
                                                                                903,326               716,677
                                                                        ----------------       ---------------



   STOCKHOLDER'S EQUITY:

     Common stock, par value $100 per share;                                      4,000                 4,000
       authorized 50,000 shares, issued and
       outstanding 40,000 shares
     Additional paid-in capital                                                  32,370                29,700
     Retained Earnings (Deficit)                                                  3,853               (19,920)
                                                                        ----------------       ---------------

                                                                                 40,223                13,780
                                                                        ----------------       ---------------

                                                                      $         943,549      $        730,457
                                                                        ================       ===============



The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                                 ENCORE!     59 
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------          
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
              -----------------------------------------------------
                                 (in thousands)
                                 -------------- 
                                   (UNAUDITED)







                                                                                 1996              1995
                                                                             ------------      ------------

INCOME:
 <S>                                                                      <C>               <C> 
  Premium income                                                           $     206,818     $     108,212
  Less reinsurance:
     Yearly renewable term                                                        (4,866)           (3,780)
                                                                             ------------      ------------
       Net premium income                                                        201,952           104,432
  Miscellaneous insurance income                                                   4,103             3,389
  Net investment income                                                            2,471             2,628
                                                                             ------------      ------------

                                                                                 208,526           110,449
                                                                             ------------      ------------

EXPENSES:

  Increase in reserves                                                             3,406             1,279
  Benefits to policyowners                                                        34,317            23,313
  Commissions                                                                     18,137            10,095
  General insurance expenses                                                       7,166             4,921
  Taxes, licenses and fees                                                         1,123               930
  Net premium transferred to
   Separate Accounts                                                             140,562            68,609
                                                                             ------------      ------------

                                                                                 204,711           109,147
                                                                             ------------      ------------
Income before income taxes
    and realized capital gains                                                     3,815             1,302


Income taxes                                                                       2,316               947
                                                                             ------------      ------------

Income before realized capital gains                                               1,499               355

Realized capital loss, net                                                            (8)                -
                                                                             ------------      ------------

Net income                                                                 $       1,491     $         355
                                                                             ============      ============







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

60     ENCORE!    
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
  
                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                  ---------------------------------------------
 
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                  --------------------------------------------

                      AND THE YEAR ENDED DECEMBER 31, 1995
                      ------------------------------------

                          (in thousands, except shares)
                          -----------------------------
  
                                  (UNAUDITED)


                                                                         Additional        Retained
                                              Common Stock                Paid in          Earnings/
                                      ------------------------------
                                         Shares           Amount           Capital         (Deficit)            Total
                                      --------------    ------------    --------------   --------------    ----------------
<S>                                         <C>      <C>             <C>              <C>               <C>
BALANCE, January 1, 1995                     40,000   $       4,000   $        29,700  $       (21,085)  $          12,615

   Decrease in non-admitted assets                -               -                 -                5                   5

   Transfer to  valuation reserve                 -               -                 -              (30)                (30)

   Change in reserving method                     -               -                 -            1,618               1,618

   Income Tax charged to surplus                  -               -                 -             (409)               (409)

   Net loss                                       -               -                 -              (19)                (19)
                                      --------------    ------------    --------------   --------------    ----------------

BALANCE, December 31, 1995                   40,000           4,000            29,700          (19,920)             13,780

   Increase in non-admitted assets                -               -                 -              (10)                (10)

   Transfer to  valuation reserve                 -               -                 -              (35)                (35)

   Capital contribution from
       AMAL Corporation                           -               -            17,670                -              17,670

   Change in reserving method                     -               -                 -           22,840              22,840

   Income Tax charged to surplus                  -               -                 -             (513)               (513)

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

   Net gain                                       -               -                 -            1,491               1,491
                                      --------------    ------------    --------------   --------------    ----------------

BALANCE, September 30, 1996                  40,000   $       4,000   $        32,370  $         3,853   $          40,223
                                      ==============    ============    ==============   ==============    ================













The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                                 ENCORE!     61
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------  
                                 (in thousands)
                                   (UNAUDITED)


                                                                          Nine months
                                                                             ended               Year ended
                                                                            9/30/96               12/31/95
                                                                        ----------------       ---------------
OPERATING ACTIVITIES:
 <S>                                                                 <C>                    <C>
  Net premium income received                                         $         201,786      $        153,867
  Miscellaneous insurance income                                                  4,135                 4,201
  Net investment income received                                                  2,312                 3,405
  Net premium transferred to Separate Accounts                                 (141,404)             (105,654)
  Benefits paid to policyowners                                                 (34,091)              (31,200)
  Commissions                                                                   (15,412)              (12,343)
  Expenses and taxes                                                             (9,654)              (10,664)
  Net increase in policy loans                                                   (1,147)               (1,041)
  Income taxes                                                                   (1,930)                 (987)
  Other operating income and disbursements                                        1,325                 1,978
                                                                        ----------------       ---------------

  Net cash provided by (used in) operating activities                             5,920                 1,562
                                                                        ----------------       ---------------

INVESTING ACTIVITIES:
  Maturity of bonds                                                               7,418                 3,713
  Purchase of investments                                                       (14,999)               (7,760)
                                                                        ----------------       ---------------

Net cash (used in) provided by investing activities                              (7,581)               (4,047)
                                                                        ----------------       ---------------

FINANCING ACTIVITIES:
  Capital contribution                                                           17,670                     -
   Return of capital                                                            (15,000)                    -
                                                                        ----------------       ---------------

Net cash provided by financing activities                                         2,670                     -
                                                                        ----------------       ---------------

NET INCREASE (DECREASE) IN CASH AND
     SHORT TERM INVESTMENTS                                                       1,009                (2,485)

CASH AND SHORT TERM INVESTMENTS -
     BEGINNING OF PERIOD                                                          5,660                 8,145
                                                                        ----------------       ---------------

CASH AND SHORT TERM INVESTMENTS -
     END OF PERIOD                                                    $           6,669      $          5,660
                                                                        ================       ===============















The accompanying notes are an integral part of these financial statements.
</TABLE>
62     ENCORE!
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                  -------------------------------------------- 
                                 (in thousands)

                                   (UNAUDITED)




A.   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,  is a  wholly-owned
     subsidiary  of  a  newly  formed  holding  company,  AMAL  Corporation,   a
     majority-owned  affiliate of Ameritas Life Insurance Corp.(ALIC),  a mutual
     life insurance  company.  The Company began issuing variable life insurance
     and  variable  annuity  policies in 1987.  The  variable  life and variable
     annuity policies are not participating with respect to dividends.

     The accompanying financial statements have been prepared in accordance with
     life insurance  accounting practices prescribed by the Insurance Department
     of the State of  Nebraska.  While  appropriate  for mutual  life  insurance
     companies,  such  accounting  practices  differ in  certain  respects  from
     generally  accepted  accounting   principles  followed  by  other  business
     enterprises. The Financial Accounting Standards Board (FASB) has undertaken
     consideration  of changing those methods  constituting  generally  accepted
     accounting  principles  applicable to mutual life insurance  companies.  In
     accordance  with  pronouncements  issued  by the  FASB  in 1993  and  1994,
     financial   statements  prepared  on  the  basis  of  statutory  accounting
     practices  will no longer be  described  as  prepared  in  conformity  with
     generally accepted  accounting  principles for fiscal years beginning after
     December 15, 1995.

B.   BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL STATEMENTS:
     ----------------------------------------------------------------

     Management  believes  that  all  adjustments,  consisting  of  only  normal
     recurring  accruals,  considered  necessary for a fair  presentation of the
     unaudited interim financial  statements have been included.  The results of
     operations for any interim period are not necessarily indicative of results
     for the full year. The unaudited  interim  financial  statements  should be
     read in conjunction with the audited financial statements and notes thereto
     for the years ended December 31, 1995, 1994, and 1993.



                                                                  ENCORE!     63
<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 65 through 68  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
65 and 67 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  66 and 68 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 (.23%),  and the daily  charge by AVLIC to each  Subaccount
for assuming  mortality and expense risks (which is equivalent to a charge at an
annual rate of .90% for policy years 1-20 and 0.65%  thereafter on  pages 65 and
67 and at an annual rate of 1.15% on  pages 66 and 68  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  portfolio's  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,  1.00% for the
MFS Emerging Growth, MFS Utilities, MFS World Governments, MFS Research, and MFS
Growth With Income Portfolios of daily net assets. These agreements are expected
to continue in future years. 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
- -1.82%,  4.18%, and 10.18%  respectively,  for years 1-20 and -1.57%, 4.43%  and
10.43% for the years  thereafter  respectively,  on pages 65 and 67 and  -2.07%,
3.93% and 9.93% respectively, on pages 66 and 68.

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 31).

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.  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.

64     ENCORE!
<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:$500,000
                             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
                               (-1.82% Net)                     (4.18% Net)                    (10.18% 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      4404          0    500000     4710          0    500000      5016          0    500000
     2        12915      8622       1907    500000     9509       2794    500000     10434       3719    500000
     3        19861     12655       5940    500000    14398       7683    500000     16292       9577    500000
     4        27154     16506       9791    500000    19385      12670    500000     22639      15924    500000
     5        34811     20177      13462    500000    24470      17755    500000     29527      22812    500000
     6        42852     23672      17628    500000    29662      23619    500000     37015      30972    500000
     7        51295     26985      21613    500000    34959      29587    500000     45163      39791    500000
     8        60159     30126      25426    500000    40372      35672    500000     54049      49348    500000
     9        69467     33090      29061    500000    45902      41873    500000     63748      59719    500000
    10        79241     35876      32519    500000    51552      48195    500000     74348      70990    500000

    15       135945     47092      47092    500000    81761      81761    500000    144758     144758    500000
    20       208316     52818      52818    500000   115017     115017    500000    258248     258248    500000

 Ages

   60        135945     47092      47092    500000    81761      81761    500000    144758     144758    500000
   65        208316     52818      52818    500000   115017     115017    500000    258248     258248    500000
   70        300681     47142      47142    500000   148349     148349    500000    450028     450028    522032
   75        418565     19808      19808    500000   174525     174525    500000    776358     776358    830703
</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.

                                                                ENCORE!       65
<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:$500000


           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
                               (-2.07% Net)                     (3.93% Net)                    (9.93% 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      3854          0    500000     4140          0    500000      4427          0    500000
    2         12915      7511        796    500000     8323       1608    500000      9171       2456    500000
    3         19861     10964       4249    500000    12541       5826    500000     14257       7542    500000
    4         27154     14211       7496    500000    16789      10074    500000     19712      12997    500000
    5         34811     17238      10523    500000    21053      14338    500000     25560      18845    500000
    6         42852     20041      13998    500000    25325      19281    500000     31836      25792    500000
    7         51295     22593      17221    500000    29576      24204    500000     38555      33183    500000
    8         60159     24866      20166    500000    33776      29075    500000     45736      41036    500000
    9         69467     26840      22811    500000    37898      33869    500000     53408      49379    500000
   10         79241     28480      25122    500000    41901      38544    500000     61591      58234    500000

   15        135945     30737      30737    500000    58949      58949    500000    111616     111616    500000
   20        208316     18993      18993    500000    65962      65962    500000    182147     182147    500000

 Ages

   60        135945     30737      30737    500000    58949      58949    500000    111616     111616    500000
   65        208316     18993      18993    500000    65962      65962    500000    182147     182147    500000
   70        300681         0*         0*        0*   49247      49247    500000    286274     286274    500000
   75        418565         0*         0*        0*       0*         0*        0*   461433     461433    500000
</TABLE>

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

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.

66     ENCORE! 
<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: $20000
                        INITIAL SPECIFIED AMOUNT:$500,000
                             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
                               (-1.82% Net)                     (4.18% Net)                    (10.18% 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         21000     17655      10940    517655    18771      12056    518771     19888      13173    519888
    2         43050     34871      28156    534871    38205      31490    538205     41674      34959    541674
    3         66203     51650      44935    551650    58323      51608    558323     65546      58831    565546
    4         90513     68001      61286    568001    79155      72440    579155     91718      85003    591718
    5        116038     83926      77211    583926   100726      94011    600726    120418     113703    620418
    6        142840     99433      93389    599433   123067     117023    623067    151903     145860    651903
    7        170982    114519     109147    614519   146198     140826    646198    186447     181075    686447
    8        200531    129198     124498    629198   170160     165459    670160    224366     219665    724366
    9        231558    143467     139438    643467   194975     190946    694975    265993     261964    765993
   10        264136    157329     153972    657329   220676     217319    720676    311701     308344    811701
   
   15        453150    220582     220582    720582   363588     363588    863588    617340     617340   1117340
   20        694385    272974     272974    772974   532899     532899   1032899   1106697    1106697   1606697

 Ages
 
   60        453150    220582     220582    720582   363588     363588    863588    617340     617340   1117340
   65        694385    272974     272974    772974   532899     532899   1032899   1106697    1106697   1606697
   70       1002269    311508     311508    811508   743120     743120   1243120   1929105    1929105   2429105
   75       1395216    324414     324414    824414   981359     981359   1481359   3267079    3267079   3767079
  
</TABLE>

1) Assumes an annual  $20,000  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.

                                                                ENCORE!       67
<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: $20000
                        INITIAL SPECIFIED AMOUNT:$500000


                           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
                               (-2.07% Net)                     (3.93% Net)                    (9.93% 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         21000     16863      10148    516863    17946      11231    517946     19030      12315    519030
    2         43050     33245      26530    533245    36461      29746    536461     39809      33094    539809
    3         66203     49144      42429    549144    55555      48840    555555     62498      55783    562498
    4         90513     64562      57847    564562    75243      68528    575243     87279      80564    587279
    5        116038     79489      72774    579489    95526      88811    595526    114336     107621    614336
    6        142840     93924      87881    593924   116418     110375    616418    143887     137844    643887
    7        170982    107844     102472    607844   137909     132537    637909    176142     170770    676142
    8        200531    121225     116525    621225   159984     155284    659984    211333     206633    711333
    9        231558    134048     130019    634048   182638     178609    682638    249721     245692    749721
   10        264136    146282     142924    646282   205846     202489    705846    291575     288217    791575

   15        453150    197816     197816    697816   329703     329703    829703    564739     564739   1064739
   20        694385    229858     229858    729858   463402     463402    963402    984431     984431   1484431

 Ages

   60        453150    197816     197816    697816   329703     329703    829703    564739     564739   1064739
   65        694385    229858     229858    729858   463402     463402    963402    984431     984431   1484431
   70       1002269    234001     234001    734001   597133     597133   1097133   1625799    1625799   2125799
   75       1395216    197099     197099    697099   712810     712810   1212810   2602878    2602878   3102878
</TABLE>

1) Assumes an annual  $20,000  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.

68     ENCORE!
<PAGE>
APPENDIX B

LONG TERM MARKET TRENDS

The information  below covering the period of 1926-1995 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 1995. 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 70-year  period:  investments of one dollar would have grown to $1,113.92
and $3,822.40  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 $34.04. 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 70 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 1926-1995 period.


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


                                                                ENCORE!       69
<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           1971                 14.56
 2           1972                 18.90
 3           1973                -14.77         (Omitted graph depicts the 
 4           1974                -26.39          activity of the S&P 500 Index
 5           1975                 37.16          for the years 1970-1995.)
 6           1976                 23.57  
 7           1977                 -7.42
 8           1978                  6.38
 9           1979                 18.20
10           1980                 32.27
11           1981                 -5.01
12           1982                 21.44
13           1983                 22.38
14           1984                  6.10
15           1985                 31.57
16           1986                 18.56
17           1987                  5.10
18           1988                 16.61
19           1989                 31.69
20           1990                 -3.14
21           1991                 30.45
22           1992                  7.61
23           1993                 10.08
24           1994                  1.32
25           1995                 37.58



THE CHART ASSUMES THE RETURN  EXPERIENCED BY THE STANDARD & POOR'S 500 INDEX FOR
THE LAST 25 YEARS.  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.

70     ENCORE!


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