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

PROSPECTUS
                                               One Ameritas Way/5900 "O" Street

VARIABLE UNIVERSAL LIFE POLICY           P.O. Box 82550/Lincoln, Nebraska  68501
- --------------------------------------------------------------------------------

This  Prospectus  describes a flexible  premium  variable life insurance  policy
("Policy")  offered by Ameritas  Variable Life Insurance  Company  ("AVLIC"),  a
stock life insurance  company.  The Policy is designed to operate generally as a
single premium policy but provides the  flexibility to make  additional  premium
payments.  The Policy also provides the flexibility 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 minimum  required  premium is $10,000,  except for  Insureds who have an age
nearest birthday of 0 to 15, for which the minimum premium is $5,000. The Policy
is available  only to persons who have an age nearest  birthday of 80 or less at
the time the Policy is purchased.

The Policy guarantees a death benefit payable at the Insured's death for as long
as the Policy remains in force.  The Policyowner may choose either 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 cash value).  The minimum Specified Amount for a Policy
is the amount that a premium of $10,000 ($5,000 for ages 0-15) will purchase.

The Policy  provides for a cash surrender  value that can be obtained by partial
withdrawals, completely surrendering the Policy, or by policy loans. There is no
minimum guaranteed cash value. However, the Policy could be a modified endowment
contract.  Policy loans,  partial withdrawals or a surrender prior to age 59 1/2
may result in adverse tax consequences and or penalties.

The  Policyowner  may allocate net premiums to one or more of the Subaccounts of
Ameritas  Variable Life Insurance  Company Separate  Account V ("Account").  The
initial premium payment will be allocated to the Money Market Subaccount,  as of
the issue date, for 13 days. After the expiration of the 13 day period (see page
21) the  accumulation  value will be allocated to the  Subaccounts  or the Fixed
Account as selected by the  Policyowner.  The amount of the Policy's cash 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  Subaccounts or the Fixed Account.  In addition,  the
cash 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 cash surrender value is sufficient to pay certain monthly charges
imposed in connection with the Policy.

The  assets  of each  Subaccount  are  invested  in  shares  of a  corresponding
portfolio of one of the  following  mutual funds  (collectively,  the  "Funds"):
Variable  Insurance  Products Fund and the Variable  Insurance Products Fund II,
(respectively,  "VIPF" and "VIPF II"; collectively  "Fidelity Funds"); the Alger
American  Fund  ("Alger  American  Fund");  MFS Variable  Insurance  Trust ("MFS
Trust"); and Morgan Stanley Universal Funds, Inc. ("Morgan Stanley Fund"). VIPF,
which is managed by Fidelity Management & Research Company ("Fidelity"),  offers
the following portfolios: Money Market,  Equity-Income,  Growth, High Income and
Overseas  Portfolios.  VIPF II, also managed by Fidelity,  offers the  following
portfolios:  Asset Manager,  Investment Grade Bond, Asset Manager: Growth, Index
500, and Contrafund  Portfolios.  The Alger  American Fund,  which is managed by
Fred  Alger  Management,   Inc.  ("Alger  Management"),   offers  the  following
portfolios:  Alger American Growth ("Growth"),  Alger American Income and Growth
("Income   and   Growth"),   Alger   American   Small   Capitalization   ("Small
Capitalization"),  Alger American Balanced  ("Balanced"),  Alger American MidCap
Growth  ("MidCap  Growth"),  and Alger  American  Leveraged  AllCap  ("Leveraged
AllCap") Portfolios.  The MFS Trust, managed by Massachusetts Financial Services
Company  ("MFS Co."),  offers the  following  portfolios or series in connection
with this Policy: MFS Emerging Growth, MFS Utilities, MFS World Governments, MFS
Research  and MFS  Growth  With  Income.  The  Morgan  Stanley  Fund  offers the
following  portfolios in connection with the Policy, all of which are managed by
Morgan Stanley Asset Management Inc. ("MSAM"):  Emerging Markets Equity,  Global
Equity, International Magnum, Asian Equity and U.S. Real Estate Portfolios. This
prospectus  must be 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.

You have the right to  examine  the  Policy  and  return  it for a refund  for a
limited time.

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 The Current  Prospectuses for
Variable  Insurance  Products Fund,  Variable  Insurance Products Fund II, Alger
American  Fund, MFS Variable Insurance Trust and Morgan Stanley Universal Funds,
Inc.

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 STATE SECURITIES REGULATORY  AUTHORITIES,  NOR HAS THE
COMMISSION OR STATE REGULATORY  AUTHORITIES 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 May 1, 1997.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS

                                                                          Page
<S>                                                                       <C> 
Definitions..............................................................   3
Ameritas Variable Life Insurance Company and the Account.................   8
        Ameritas Variable Life Insurance Company.........................   8
        Ameritas Variable Life Insurance Company Separate Account V......   9
        The Funds........................................................  10
        Investment Objectives and Policies of the Funds' Portfolios......  11
        Fixed Account....................................................  15
        Addition, Deletion or Substitution of Investments................  16
Policy Benefits..........................................................  16
        Purposes of the Policy...........................................  16
        Death Benefit Proceeds...........................................  17
        Death Benefit Options............................................  17
        Cash Value.......................................................  18
        Benefits at Maturity.............................................  19
        Payment of Policy Benefits.......................................  19
Policy Rights............................................................  20
        Loan Benefits....................................................  20
        Surrenders.......................................................  21
        Transfers........................................................  22
        Systematic Programs..............................................  22
        Refund Privilege.................................................  22
        Exchange Privilege...............................................  23
Payment and Allocation of Premiums.......................................  23
        Issuance of a Policy.............................................  23
        Premiums.........................................................  24
        Allocation of Premiums and Cash Value............................  25
        Policy Lapse and Reinstatement...................................  25
Charges and Deductions...................................................  26
        Premium Charge...................................................  26
        Monthly Deduction................................................  26
        Daily Charges Against the Account................................  27
        Fund Investment Advisory Fee and Expenses........................  27
        Cash Surrender Charge............................................  28
        Transfer Charge..................................................  28
        Partial Withdrawal Charge........................................  28
General Provisions.......................................................  28
Distribution of the Policies.............................................  31
Federal Tax Matters......................................................  31
Safekeeping of the Account's Assets......................................  33
Third Party Services.....................................................  33
Voting Rights............................................................  33
State Regulation of AVLIC................................................  34
Executive Officers and Directors of AVLIC................................  34
Legal Matters............................................................  36
Legal Proceedings........................................................  36
Experts..................................................................  36
Additional Information...................................................  36
Financial Statements.....................................................  37
        Ameritas Variable Life Insurance Company Account V...............  38
        Ameritas Variable Life Insurance Company.........................  45
Appendices...............................................................  57
</TABLE>
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.
<PAGE>
DEFINITIONS


ACCOUNT -  Ameritas  Variable  Life  Insurance  Company  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.

ACCRUED  EXPENSE  CHARGES - The sum of any monthly  deductions  that are due and
unpaid.

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.

BENEFICIARY  -  The   beneficiary  is  designated  by  the  Policyowner  in  the
application.  If changed, the beneficiary is as shown in the latest change filed
and recorded with AVLIC. If no beneficiary survives the Insured, the Policyowner
or the  Policyowner's  estate  will  be the  beneficiary.  The  interest  of any
beneficiary is subject to that of any assignee.

CASH VALUE - The total amount that a Policy provides for investment at any time.
It is equal to the  total of the cash  value  held in the  Account  and the cash
value held in the general account which secures policy loans.

CASH SURRENDER VALUE - The Policy cash value on the date of surrender,  less any
outstanding  policy debt, any cash  surrender  charge,  and any accrued  expense
charges.

DEATH BENEFIT - The amount of insurance coverage provided under the Policy.

DEATH BENEFIT PROCEEDS - The proceeds payable to the beneficiary upon receipt by
AVLIC of the proof of the  death of the  Insured  while  the  Policy is in force
equal to: (l) the death benefit;  minus (2) any outstanding  policy debt;  minus
(3) any monthly deduction that may apply to that period, including the deduction
for the month of death.

DECLARED  RATES - AVLIC  guarantees  that it will  credit  interest in the Fixed
Account at an  effective  annual rate of at least  4.5%.  AVLIC may, at its sole
discretion,  declare higher interest rates for amounts  allocated or transferred
to the Fixed Account.

DUE PROOF OF DEATH - 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 contract.

EARNINGS LOAN VALUE -  The amount of cash value equaling the difference between 
the cash value and the total premium paid.

FIXED  ACCOUNT - An account that is a part of AVLIC's  general  account to which
all or a portion of premium  payments may be allocated for accumulation at fixed
rates of interest.

FUNDS - The Funds available on the policy date or as later changed by AVLIC. The
Funds  available as of the date of this  Prospectus  are the Variable  Insurance
Products  Fund  ("VIPF"),  Variable  Insurance  Products  Fund  II  ("VIPF  II")
("collectively  the "Fidelity Funds"), the  Alger American Fund ("Alger American
Fund),  the  MFS  Variable Insurance  Trust ("MFS  Trust"), and  Morgan  Stanley
Universal  Funds,  Inc. ("Morgan  Stanley  Fund").  The  Funds have  one or more
portfolios  each.   There  is  a  portfolio  that  corresponds  to  each of  the
Subaccounts of the Account.

GUIDELINE SINGLE PREMUIM - The "Guideline  Single Premium" as defined in Section
7702 of the  Internal  Revenue Code of 1986.  It is based on the single  premium
that would be required to provide the future benefits under the Policy, computed
using certain assumptions, including an assumed interest rate of 6% and standard
guaranteed cost of insurance rates and charges and the premium loads.
<PAGE>
INSURED - The person upon whose life the Policy is issued.

ISSUE AGE - The age at the Insured's nearest birthday on the policy date.

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

MATURITY DATE - The policy anniversary  nearest the Insured's 95th birthday,  if
living,  unless the  maturity  has been  extended by  election  of the  Extended
Maturity Rider.

MINIMUM FIRST YEAR PREMIUM - The premium that must be paid on or before the date
the Policy is delivered to pay for insurance  coverage  under the selected death
benefit option.

MONTHLY  ACTIVITY  DATE - The same date in each  succeeding  month as the policy
date except that whenever the monthly activity date falls on a date other than a
valuation  date,  the monthly  activity  date will be deemed the next  valuation
date.

NET PREMIUM - The premium paid less any charge for premium taxes.

OUTSTANDING  POLICY  DEBT - The  sum of all  unpaid  policy  loans  and  accrued
interest on policy loans.

PLANNED PERIODIC PREMIUMS - A selected  scheduled premium of a level amount at a
fixed interval.  The Policyowner is not required to select a scheduled  premium.
The Policyowner is also not required to follow this schedule,  if selected,  and
following this schedule does not necessarily  ensure that the Policy will remain
in force.

POLICY - The flexible  premium  variable 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.

POLICY  DATE - The date set forth in the Policy  that is the  effective  date of
coverage for all coverage provided in the original  application and that 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) when additional premiums or application  amendments are needed
at the time of delivery (See Issuance of a Policy, page 23).

POLICY YEAR - The period from one policy  anniversary date until the next policy
anniversary date.

SPECIFIED  AMOUNT - The minimum  death  benefit  under the Policy so long as the
Policy remains in force.

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

VALUATION DATE -  A  valuation  date  is  each  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.


SUMMARY

The following  summary of Prospectus  information  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  effect  and  that  there  is  no  outstanding
indebtedness.
<PAGE>
THE POLICY

This flexible  premium  variable life  insurance  policy  ("Policy")  allows the
Policyowner, within certain 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 benefit options.

So long as the Policy remains in force,  it will provide for: (1) life insurance
coverage on the named Insured up to age 95; (2) cash value; (3) surrender rights
(including partial withdrawals and total surrenders) and policy loan privileges;
and (4) accelerated  death benefits under certain  circumstances in the instance
of terminal illness (See Accelerated  Benefit Rider for Terminal  Illness,  page
30).

PREMIUMS

This Policy differs in two important respects from a conventional life insurance
policy.  The failure to pay a planned  periodic premium will not in itself cause
the policy to lapse and a policy can lapse  even if  planned  periodic  premiums
have been paid.  (See Payment and  Allocation of Premiums,  page 23). The Policy
will lapse when its cash  surrender  value is  insufficient  to pay the  monthly
deduction for insurance charges and administrative  charges and the grace period
expires.  The  Policy  is  designed  so that it may be used as a single  premium
policy, whereby a single, large premium payment may be made. The Policy will not
be placed in force if the  minimum  first year  premium  has not been paid on or
before the date the Policy is delivered.  The minimum first year premium for the
Policy is no less than  $10,000,  except for  Insureds  who have an age  nearest
birthday  of 0 to 15 for whom the  minimum  first  year  premium is no less than
$5,000.  The  minimum  first  year  premium  generally  approximates  80% of the
Guideline Single Premium for the coverage amount selected as defined for federal
tax purposes.  If the initial premium is less than 100% of the Guideline  Single
Premium,  the Policyowner may establish a schedule of premium payments ("planned
periodic premiums"),  subject to the limitations set by federal tax law on total
premiums paid. (See Premiums, page 24).

The  Policyowner  may  select  the manner in which new  premiums  are  allocated
between one or more of the Subaccounts or the Fixed Account. (See Fixed Account,
page  15).  The  assets  of each  Subaccount  are  invested  in a  corresponding
portfolio of the  Variable  Insurance  Products  Fund,  the  Variable  Insurance
Products Fund II, the Alger American Fund, or the MFS Variable  Insurance Trust,
or the Morgan Stanley  Universal  Funds,  Inc.,  which are mutual fund companies
with  separate  investment   portfolios,   each  intended  to  pursue  different
investment objectives. (See The Funds, page 10).

ALLOCATION OF PREMIUMS

On the issue date of the Policy, premiums paid are allocated to the Money Market
Subaccount.  Premium payments received by AVLIC prior to the issue date are held
in the general  account  until the issue date.  Should the  policyowner  elect a
policy date prior to the issue date the amounts held in the general account will
be credited with interest at a rate  determined by AVLIC for the period from the
later of,  the  policy  date or the date the  payment  has been  converted  into
Federal  Funds (monies of member banks within the Federal  Reserve  System which
are held on deposit at a Federal Reserve Bank) that are available to AVLIC until
the amounts are transferred to the Money Market Subaccount.  As of thirteen days
from the issue date of the Policy,  the Policy's cash value will be  reallocated
to  the  Subaccounts  or the  Fixed  Account  as  selected  by the  Policyowner.
Thereafter,  net premiums are allocated to the  Subaccounts or the Fixed Account
according to the latest Policyowner  instructions.  After the first policy year,
all  premiums  are subject to a premium  charge  (see  below) and then,  the net
premium is allocated. The Policyowner may change the allocation instructions for
future  premium  payments at any time. The  Policyowner  may also make a special
designation  for  unscheduled  premiums.  Subject  to  certain  restrictions,  a
Policyowner  may transfer  amounts  among the  Subaccounts.  (See  Allocation of
Premiums and Cash Value, page 25).

CHARGES

PREMIUM CHARGES.  No premium charges will be deducted from premium payments made
during  the first  year.  However,  a charge of 2 1/2% of the  premiums  will be
deducted from premium  payments made after the first year to reimburse AVLIC for
premium taxes.
<PAGE>
MONTHLY  DEDUCTIONS FROM THE CASH VALUE. On each monthly activity date, the cash
value will be reduced by the monthly  deduction.  The monthly deduction is equal
to: (a) a charge for the cost of insurance for the current  policy month,  plus,
(b) one-twelfth of any flat extra rating charge (See Monthly Deduction,  page 26
and Rate Class, page 27).

DAILY CHARGES  AGAINST THE ACCOUNT.  A Daily Charge will be imposed at an annual
rate of 1.20% of the average  daily net assets of each  Subaccount,  but not the
Fixed Account,  to compensate AVLIC for certain  mortality and expense risks and
administrative  costs incurred in connection with the Policy. (See Daily Charges
Against the Account, page 27).

No charges are  currently  made against the Account for federal,  state or local
taxes (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
Federal Tax Matters, page 31).

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 10).

CASH  SURRENDER  CHARGE.  If a Policy  is  surrendered  prior to the 7th  policy
anniversary, AVLIC will assess a cash surrender charge based upon percentages of
premiums  actually  paid during the first policy  year,  limited as shown in the
policy  schedule  pages.  Subject to other  considerations,  the Policyowner may
decide to minimize the cash  surrender  charge by paying only the minimum amount
required during the first policy year. However,  the amount paid will affect the
values and costs under the Policy and the duration of the Policy.

AVLIC has  voluntarily  lowered its maximum  surrender  charge to 9%. This would
affect the  surrender  charge for the first 3 years.  The Policy  provides  that
should the Policyowner  surrender  during the first seven policy years AVLIC may
assess a cash  surrender  charge  beginning  with  11.5%  during  the first year
grading off to 0% during the next seven years. The maximum charge allowed by the
Policy is based on a 9% deferred  sales cost and a 2.5% charge for premium  tax.
Because  the cash  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.(See Cash Surrender Charge,  page
28).

TRANSFER CHARGE.  The first 15 transfers per policy year will be allowed free of
charge. Thereafter a transfer charge of $10 may be assessed for each transfer of
cash value among  Subaccounts,  or the Fixed  Account,  to compensate  AVLIC for
administrative  costs in handling  the  transfer.  The  transfer  charge will be
deducted from the amount transferred. Transfers may be made from the Subaccounts
to the Fixed Account. One hundred percent of the amount deposited, plus interest
thereon,  may be  transferred  out of the Fixed Account during the 30 day period
following the yearly anniversary date of the Policy.  (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% of the  amount  withdrawn.  The
charge will be deducted from the amount paid as a result of the  withdrawal  and
will compensate AVLIC for the administrative costs of partial withdrawals.  (See
Partial Withdrawal Charge, page 28).


THE ISSUER

The Policy is issued by AVLIC, which is a Nebraska stock life insurance company.
A separate account of AVLIC,  Ameritas  Variable Life Insurance Company Separate
Account V ("Account"),  has been  established to hold the assets  supporting the
Policy.  The Account has twenty-six Subaccounts that support the Policies  which
correspond  to, and invest in, the  portfolios  of the Funds.  For more detailed
information  about AVLIC and the Account,  see Ameritas  Variable Life Insurance
Company and the  Account,  page 8. The  financial  statements  for AVLIC and the
Account can be found beginning on page 37.


POLICY BENEFITS

DEATH BENEFIT PROCEEDS AND DEATH BENEFIT OPTIONS.  So long as the Policy remains
in force, AVLIC will pay the proceeds under the Policy upon receipt of due proof
of death of the Insured.  These  proceeds  will be the Policy's  death  benefit,
reduced by any outstanding  policy debt and any accrued  expenses.  The proceeds
may be paid in a lump sum or in accordance with an optional payment plan.
<PAGE>
The Policy provides for two death benefit  options unless the Extended  Maturity
Rider is in effect. 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. 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 cash 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 benefit equal to the current  Specified Amount of the Policy plus
the Policy's cash value on the date of the Insured's  death, or if greater,  the
cash 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 Proceeds, page
17).

If the Extended Maturity Rider is in effect,  the Death Benefit will be the Cash
Value.

BENEFITS AT  MATURITY.  On the  maturity  date of the Policy,  if the Insured is
still living, the Policyowner will be paid the cash value of the Policy less any
outstanding policy debt.

CASH VALUE  BENEFITS.  The  Policy's  cash value in the Account will reflect the
amount and  frequency of premium  payments,  the  investment  experience  of the
chosen  Subaccounts,  policy  loans,  any partial  withdrawals,  and any charges
imposed in connection  with the Policy.  The entire  investment risk is borne by
the  Policyowner.  AVLIC does not guarantee a minimum cash value in the Separate
Account. (See Cash Value, page 19).

The  Policyowner  may at any time  surrender  the  Policy and  receive  its cash
surrender value,  which is the cash value less any outstanding policy debt, cash
surrender charge and accrued expense charges.  (See Surrenders page 21). Subject
to certain limitations,  the Policyowner may also make a partial withdrawal from
the  Policy and  obtain a portion  of the cash  surrender  value at any time and
prior to the maturity date. Partial  withdrawals will reduce both the cash value
and the death benefit payable under the Policy. (See Partial  Withdrawals,  page
21). A charge will be deducted  from the amount  paid upon  partial  withdrawal.
(See Partial Withdrawal Charge, page 28).

POLICY LOANS.  The  Policyowner  may exercise  certain loan  privileges  under a
Policy.  THIS POLICY MAY BE A MODIFIED  ENDOWMENT  CONTRACT  ("MEC").  THERE ARE
ADVERSE TAX  CONSEQUENCES  FOR MECS,  INCLUDING  WHEN A POLICY LOAN PROVISION IS
EXERCISED.  (See Tax  Treatment  of the  Policy,  page 8, MEC and Tax Penalty on
Early Withdrawals, page 32).

The maximum loan amount, which is the amount that may be borrowed, is 85% of the
cash  value  less any cash  surrender  charge and  accrued  expenses.  Texas and
Virginia  Policyowners  may  borrow  100% of the cash  value  subject to certain
deductions.  The minimum loan that may be requested is $1000. The available loan
amount at any time is the maximum loan amount less any outstanding  policy debt.
Loans  currently will accrue interest on a daily basis at the rate of 4 1/2% per
year on that portion of the  outstanding  policy debt not exceeding the Earnings
Loan Value and 6% per year on the  remainder  of the  outstanding  policy  debt.
AVLIC may  increase  these  rates to a maximum  of 8%.  The  amount of any loans
outstanding  plus any  accrued  interest  equals the  outstanding  policy  debt.
Interest is due on each  policy  anniversary  and if not paid when due,  will be
added to the  outstanding  loan.  When the loan is made or when  interest is not
paid when due, an amount sufficient to secure the policy debt is transferred out
of the Account and into  AVLIC's  general  account as security  for the loan and
will  earn  interest  at the  annual  rate  of  4.5%,  credited  on  the  policy
anniversary.  Upon partial or full loan repayment, the portion of the cash value
in the general  account  securing the repaid  portion of the policy loan will be
transferred  to the  Account or the Fixed  Account.  Any loan  transaction  will
permanently  affect the values of the  Policy.  If the  outstanding  policy debt
exceeds  the  Policy's  cash value less any cash  surrender  charge and  accrued
expenses,  the excess  must be repaid  within the  specified  time period or the
Policy will  terminate  without  value.  Should the policy lapse while loans are
outstanding  the  portion of the loans  attributable  to  earnings  will  become
taxable distributions. (See Loan Benefits, page 20).


FLEXIBILITY TO ADJUST DEATH BENEFITS

After the first policy  anniversary,  the  Policyowner has flexibility to adjust
the death benefit by changing the death benefit option.  After the second policy
year the  Policyowner  has flexibility to adjust the death benefit by decreasing
the  Specified  Amount of the  Policy.  A change in the  Specified  Amount and a
change  in the death  benefit  option  may only be made  once per year,  and are
subject  to certain  limitations.  No change  will be  allowed if the  resulting
Specified Amount is less than the minimum allowed.  The minimum Specified Amount
during the first  three  policy  years is the  amount  that a premium of $10,000
($5,000 for ages 0-15) will  purchase;  thereafter,  the  minimum is $15,000.  A
change in the  death  benefit  option
<PAGE>
from Option A to Option B will require  satisfactory  evidence of  insurability.
Finally,  no  decrease  will be  allowed  if the  Specified  Amount is less than
$15,000 in the first three policy years.  (See Change in Death  Benefit  Option,
page 17, and Change in Specified Amount, page 18).

TAX TREATMENT OF THE POLICY

The Internal  Revenue Code ("the Code") defines a modified  endowment  insurance
contract ("MEC") as one where the accumulated  amount paid under the contract at
any time  during the first 7  contract  years  exceeds  the sum of the net level
premiums  which  would  have been paid on or before  that time if the Policy was
paid up after the payment of 7 level annual  premiums.  Because this is designed
to operate as a single premium contract, the initial premium exceeds the amounts
allowed in the seven pay test. Partial or full surrenders,  assignments,  policy
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  Policyowner
reaching  age 59 1/2. The 10% penalty tax does not apply if the  Policyowner  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  Policyowner or the joint lives of the
Policyowner and beneficiary. (See Federal Tax Matters, page 31).

Like death benefits payable under  conventional  life insurance  policies,  life
insurance  proceeds payable under a Policy should be completely  excludable from
the gross income of the beneficiary. As a result, the beneficiary generally will
not be taxed on these proceeds. (See Federal Tax Matters, page 31).


REFUND PRIVILEGE

The  Policyowner is granted a period of time (a "free look period") to examine a
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 cancellation
notice,  whichever  is later.  The  amount of the  refund is the  greater of the
premium paid or the premium paid  adjusted by investment  gains or losses.  (See
Refund Privilege, page 22).

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 non-variable
life insurance  policy issued by  AVLIC or  an affiliate. The Policy  provisions
and applicable  charges for the new Policy will be based on the same policy date
and issue age as under the Policy. (See Exchange Privilege, page 23).

AVLIC AND THE ACCOUNT
AMERITAS VARIABLE LIFE INSURANCE COMPANY

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

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

On April 1, 1996 Ameritas Life consummated an agreement with AmerUs Life whereby
AVLIC became a wholly-owned  subsidiary of a newly formed holding company,  AMAL
Corporation.  Under terms of the agreement the AMAL Corporation is 66% owned  by
Ameritas Life and 34% owned by AmerUs Life.  AmerUs Life has options to purchase
an  additional interest in AMAL Corporation if certain conditions are met. There
are no other owners of 5% or more of the outstanding voting securities of AVLIC.
<PAGE>
Ameritas Life and its subsidiaries had total assets at December 31, 1996 of over
$2.9 billion.   AmerUs Life had  total  assets  as of  December 31, 1996 of over
$4.3 billion.

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

Ameritas Life,  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  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 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.

AVLIC may publish in advertisements and reports to Policyowners, the ratings and
other information  assigned it by one or more independent  rating services.  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 separate
account. Further AVLIC may publish charts and other information concerning asset
allocation,  dollar  cost  averaging,  portfolio  rebalancing,  earnings  sweep,
tax-deference and other investment methods.

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 the  Account  are
credited without regard to the other 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 account  values  invested in the  separate  account.  Nevertheless,  to the
extent assets in the Account  exceed  AVLIC's  liabilities  in the Account,  the
assets are available to cover the liabilities of AVLIC's General Account.  AVLIC
may, from time to time,  withdraw assets  available to cover the General Account
obligations.

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

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.  We may also
provide a hypothetical  illustration  of Cash Value,  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.

We may also provide  individualized  hypothetical  illustrations  of Cash Value,
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,  Premium Charge and
Cash 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.
<PAGE>
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.

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.
<PAGE>
<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
<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 or the S& P 
                           SmallCap 600 Index, updated quarterly.  The Portfolio
                           may invest up to 35% of its total assets in equity 
                           securities of  companies that, at the time of purchase,
                           have total market capitalization outside the range of
                           companies included in those Indexes and in excess of 
                           that amount (up to 100% of its assets) during 
                           temporary defensive periods.

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.

<PAGE>
MFS FUNDS
PORTFOLIO                  INVESTMENT POLICIES                                      OBJECTIVE

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

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

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

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

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

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

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

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

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

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

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

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

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


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


MORGAN STANLEY
Emerging Markets Equity(6)            1.25%                               .50%                         1.75%
Global Equity(7)                       .80%                               .35%                         1.15%
International Magnum(7)                .80%                               .35%                         1.15%
Asian Equity(7)                        .80%                               .40%                         1.20%
U.S. Real Estate(7)                    .80%                               .30%                         1.10%
</TABLE>
<PAGE>
(1)      A portion of the brokerage  commissions that certain funds pay was used
         to reduce funds expenses. In addition,  certain funds have entered into
         arrangements  with their custodian and transfer agent whereby  interest
         earned on  uninvested  cash  balances was used to reduce  custodian and
         transfer agent expenses.  Without these reductions, the total operating
         expenses  presented in the table would have been .58% for Equity-Income
         Portfolio, .69% for Growth Portfolio, .93% for Overseas Portfolio, .74%
         for Asset Manager Portfolio,  .74% for Contrafund  Portfolio,  and .87%
         for Asset Manger: Growth Portfolio.

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

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

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

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

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

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

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

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

FIXED ACCOUNT

Owners may elect to allocate all or a portion of their  premium  payments to the
Fixed Account,  and they may also transfer  monies from the Separate  Account to
the Fixed  Account  or from the Fixed  Account  to the  Separate  Account.  (See
Transfers, page 22).

Payments  allocated to the Fixed Account and transfers from the Separate Account
to the Fixed Account are placed in the general account of AVLIC,  which supports
insurance and annuity  obligations.  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 owner bears the investment risk
after the expiration of a contract year.  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 1940 Act.  Accordingly,  neither  the general
account nor any interest  therein 
<PAGE>
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  Contract;  however,  disclosures
regarding the Fixed Account  portion of the Contract 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 an effective annual rate of at
least 4.5%. AVLIC may, at its sole  discretion,  declare higher interest rate(s)
for  amounts  allocated  or  transferred  to  the  general  account   ("Declared
Rate(s)").  Each month AVLIC will  establish  the  declared  rate for the monies
transferred  or allocated to the Fixed  Account that month.  The owner will earn
interest on the amount transferred or allocated (after the refund period) at the
rate  declared  for a  12-month  period  effective  the  month  of  transfer  or
allocation. After the end of the 12- month period, the monies will earn interest
at the rate established by AVLIC for each month.


ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

Generally  AVLIC  reserves  the  right,  subject  to  applicable  law,  and,  if
necessary,  after notice 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,  which would invest in shares  corresponding  to a new portfolio of the
Fund or in  shares  of  another  investment  company  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 owner has an interest.


POLICY BENEFITS

The rights and benefits under the Policy are summarized in this prospectus.  The
Policy itself is what controls the rights and benefits.  A copy of the Policy 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  95th birthday and
flexibility in connection with the amount and frequency of premium  payments and
the  level  of  life  insurance  proceeds  payable  under  the  Policy.   Unlike
traditional  life  insurance,  other than the minimum  first year  premium,  the
Policyowner is not required to pay scheduled premiums to keep a Policy in force.
The Policy is designed  so that a single  premium  payment  may be made,  or the
Policyowner has the flexibility to vary subsequent  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 decreasing
the Specified  Amount or changing the death benefit  option.  Thus, as insurance
needs 
<PAGE>
or financial  conditions  change,  the Policyowner has the flexibility to adjust
life insurance benefits and vary premium payments.

The death  benefit  may,  and the cash  value  will,  vary  with the  investment
experience of the chosen  Subaccounts of the Account.  The Policyowner reaps the
benefit of 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.


DEATH BENEFIT PROCEEDS

As long as the  Policy  remains  in  force,  AVLIC  will,  upon due proof of the
Insured's  death,  pay the death benefit proceeds of a 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 OPTIONS

The Policy  provides two death  benefit  options,  unless the Extended  Maturity
Rider is in  effect,  and 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  Specified  Amount
currently  is the amount  that a premium of $10,000  ($5,000 for ages 0-15) will
purchase.

OPTION A. Under Option A, the death benefit is the current  Specified  Amount of
the Policy or, if greater,  the applicable  percentage of cash value on the date
of death. The applicable percentage is 250% for Insureds with an attained age 40
or younger on the policy  anniversary  prior to the date of death.  For Insureds
with an  attained  age  over  40 on  that  policy  anniversary,  the  percentage
declines.  For example,  the percentage at age 40 is 250%, at age 50 is 185%, at
age 60 is  130%,  at age 70 is 115%,  at age 80 is 108%,  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 cash value  exceeds  the  current
Specified Amount, in which case the amount of the death benefit will vary as the
cash  value  varies.  Policyowners  who  prefer  to  have  favorable  investment
performance  reflected  in higher cash value,  rather than  increased  insurance
coverage, generally should select Option A.

OPTION B. Under  Option B, the death  benefit is equal to the current  Specified
Amount  plus the  cash  value of the  Policy  or,  if  greater,  the  applicable
percentage of the cash 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 as in
Option A.  Accordingly,  under  Option B the  amount of the death  benefit  will
always vary as the cash value varies (but will never be less than the  Specified
Amount).  Policyowners  who  prefer  to have  favorable  investment  performance
reflected  in  increased  insurance  coverage,  rather than higher cash  values,
generally should select Option B.


EXTENDED MATURITY

If the Extended Maturity Rider is in effect,  the Death Benefit will be the Cash
Value.

CHANGE IN DEATH BENEFIT  OPTION.  Generally,  the death benefit option in effect
may be  changed  once per year any time after the first  policy  year by sending
AVLIC a written request for change.  AVLIC will require evidence of insurability
before  making a change in the death  benefit  option from Option A to Option B.
The  effective  date of such a change  will be the monthly  activity  date on or
following the date the change is approved by AVLIC.
<PAGE>
If the death  benefit  option is  changed  from  Option A to Option B, the death
benefit after the change will equal the Specified  Amount before the change plus
the cash value on the effective date of the change.  If the death benefit option
is changed  from Option B to Option A, the death  benefit  after the change will
equal the death benefit  before the change minus the cash value 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 cash value.  However,  a change in the death benefit  option may affect
the monthly  cost of  insurance  charge  since this  charge  varies with the net
amount at risk,  which is the  amount by which the death  benefit  that would be
payable on a monthly activity date exceeds the cash value on that date. Changing
from Option B to Option A will  generally  decrease the net amount at risk,  and
therefore  cost of insurance  charges.  Changing  from Option A to Option B will
generally  result in a net  amount at risk that  remains  level.  Such a change,
however,  will result in an increase in the cost of insurance charges over time,
since the cost of insurance  rates increase with the Insured's age. If, however,
the  change  was from  Option A to Option B, the cost of  insurance  rate may be
different for the increased death benefit. (See Charges and Deductions - Cost of
Insurance, page 26).

CHANGE IN SPECIFIED  AMOUNT.  Subject to certain  limitations,  after the second
policy year a  Policyowner  may decrease  the  Specified  Amount of a Policy.  A
decrease 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
charge. (See Charges and Deductions - Cost of Insurance, page 26).

Any  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 the amount a minimum  first year  premium of $10,000  ($5,000 for ages
0-15)  would  have  purchased  during  the  first 3  Policy  years  and  $15,000
thereafter. Further, no decrease will be allowed if the Specified Amount is less
than $15,000 in the first three Policy  years.  In  addition,  if following  the
decrease  in  Specified  Amount,  the Policy  would not comply  with the maximum
premium limitations required by federal tax law (see Premium  Limitations,  page
24),  the  decrease  may  be  limited  or  cash  value  may be  returned  to the
Policyowner at the Policyowner's election, to the extent necessary to meet these
requirements.

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 cash value - in several  ways as  insurance
needs change.  These ways include  decreasing the Specified Amount of insurance,
changing  the level of  premium  payments,  and,  to a lesser  extent,  making a
partial withdrawal of the Policy's cash value. The consequences of each of these
methods will depend upon the individual circumstances.

DURATION  OF THE  POLICY.  The Policy will not be placed in force if the minimum
first  year  premium  has not been  paid on or  before  the date the  Policy  is
delivered.  The Policy will remain in force so long as the cash surrender  value
is sufficient to pay the monthly deduction.  (See Monthly  Deduction,  page 26).
Where,  however,  the 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).


CASH VALUE

The Policy's cash value in the Account will reflect the  investment  performance
of the chosen  Subaccounts  of the Account,  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 cash
surrender value. (See Surrenders,  page 21). There is no guaranteed minimum cash
value.

DETERMINATION OF CASH VALUE. Cash value is determined on each valuation date. On
the policy issue date, the cash value in a Subaccount  will equal the portion of
any premium  allocated  to the  Subaccount,  reduced by the portion of the first
monthly deduction allocated to that Subaccount.  (See Allocation of Premiums and
Cash Value,  page 25).  Thereafter,  on each valuation date, the cash value of a
Policy will equal:
<PAGE>
(1)    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

(2)    The value of the Fixed Account; plus

(3)    Any cash value impaired by policy debt held in the general account; plus

(4)    Any net premiums received on that valuation date; less

(5)    Any partial withdrawal, and its charge, made on that valuation date; less

(6)    Any monthly deduction to be made on that valuation date; less

(7)    Any federal or state income taxes charged against the cash value.

In computing the Policy's cash value,  the number of Subaccount  units allocated
to the Policy is determined after any transfers among Subaccounts,  or the Fixed
Account,  (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 cash value is dependent upon a number of variables,
a Policy's cash value cannot be predetermined.

THE UNIT  VALUE.  The unit  value of each  Subaccount  reflects  the  investment
performance  of that  Subaccount.  The unit  value of each  Subaccount  shall be
calculated by (i) multiplying the per share net asset value of the corresponding
Fund  portfolio  on the  valuation  date times the number of shares  held by the
Subaccount,  before the purchase or redemption of any shares on that date; minus
(ii) a Daily  Charge not  exceeding  an annual rate of 1.20% for  mortality  and
expense risk (.90%) and  administrative  costs  (.30%);  and (iii)  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 date.  (See Daily
Charges Against the Account, page 27).

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 cash value of the  Policy,  less
outstanding  policy debt,  on the maturity  date.  The Policy will mature on the
policy anniversary  nearest the Insured's 95th birthday,  if living,  unless the
maturity has been extended by election of the Extended Maturity Rider.

PAYMENT OF POLICY BENEFITS

Death benefit  proceeds  under the Policy will usually be paid within seven days
after AVLIC receives due proof of death.  Cash value 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 the 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.  These choices are also available if the Policy is surrendered
or matures. If no election is made, AVLIC will pay the benefits in a lump sum.

When death  benefits  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.

An  election  or change of method of  payment  must be in  writing.  A change in
beneficiary revokes any previous settlement election.  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.
<PAGE>
PAYMENT  OPTIONS.  The minimum amount of each payment is $25. If a payment would
be less than $25,  AVLIC has the right to make  payments  less often so that the
amount of each payment is at least $25. Once a payment option is in effect,  the
proceeds will be transferred to AVLIC's  general  account.  AVLIC may make other
payment options available in the future. For additional  information  concerning
these  options,  see the  Policy  itself.  The  following  payment  options  are
currently available:

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

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

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,  the proceeds 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 rules set out above.

POLICY RIGHTS

LOAN BENEFITS

LOAN PRIVILEGES. AVLIC will permit the Policyowner to borrow money from it using
the Policy as the only  security  for the loan.  The maximum  amount that may be
borrowed is 85% of the cash value less the cash surrender charge and any accrued
expenses  as of the date of the  policy  loan.  The  minimum  amount of any loan
request is $1,000.  The loan may be completely  or partially  repaid at any time
while the Insured is living,  prior to the maturity date. Loans usually are paid
within  7  days  after  receipt  of  a  written  request.   Texas  and  Virginia
Policyowners may borrow 100% of the surrender value after deducting interest and
policy charges for the remainder of the policy year.  LOANS MAY HAVE ADVERSE TAX
CONSEQUENCES. (See Tax Treatment of Policy Proceeds, page 32).

INTEREST.  The interest  rate charged on the portion of the  outstanding  policy
debt not  exceeding  the  Earnings  Loan  Value is 4 1/2% per year.  Outstanding
policy  debt in excess of the  Earnings  Loan Value is charged 6%  interest  per
year.  The  determination  of whether the  outstanding  policy debt  exceeds the
Earnings  Loan Value will be made each time a loan is taken.  AVLIC may increase
either of these rates to a maximum of 8%.  Interest  accrues daily and is due on
each policy  anniversary date. If unpaid when due, interest will be added to the
amount of the loan and bear interest at the same rate.

EFFECT OF POLICY LOANS.  When a loan is made,  cash value equal to the amount of
the loan will be  transferred  from the cash value in the Account to the general
account of AVLIC as security for the  indebtedness.  The cash value  transferred
out of the  Account  will be  allocated  among  the  Subaccounts,  or the  Fixed
Account,  in accordance with the instructions  given when the loan is requested.
The minimum  amount  which can remain in a  Subaccount  as a result of a loan is
$100. If no instructions  are given,  the amount will be withdrawn in proportion
to the various deposits in the Subaccount or Fixed Account.  If loan interest is
not paid when due in any  policy  year,  on the policy  anniversary  thereafter,
AVLIC will loan the interest and allocate the amount  transferred  to secure the
excess  indebtedness among the Subaccounts and the Fixed Account as set out just
above.  No charge  will be  imposed  for  these  transfers.  A policy  loan will
permanently  affect the cash value of a Policy,  and may permanently  affect the
amount of the death benefit, even if the loan is repaid. Should the policy lapse
while  policy loans are  outstanding  the portion of the loans  attributable  to
earnings will become taxable.
<PAGE>
Cash value in the general account held to secure  indebtedness  will be credited
with interest at a rate of 4.5% per year.  Currently,  the net cost to borrow to
the  Policyowner  ranges from 0% interest per annum (on the amount not exceeding
the  Earnings  Loan Value) to 1 1/2% per annum.  However,  the Policy  permits a
maximum  net cost to borrow of 3 1/2%.  Interest  earned on amounts  held in the
general  account will be allocated to the  Subaccounts  and the Fixed Account on
each policy  anniversary  in the same  proportion  that net  premiums  are being
allocated to those Subaccounts and the Fixed Account at the time. Upon repayment
of  indebtedness,  the portion of the  repayment  allocated to a  Subaccount  in
accordance  with the  repayment of  indebtedness  provision  (see below) will be
transferred to the Subaccount and increase the cash value in that  Subaccount or
the Fixed Account.

OUTSTANDING  POLICY DEBT.  The  outstanding  policy debt equals the total of all
policy loans and accrued  interest on policy  loans.  If the policy debt exceeds
the cash value less any cash  surrender  charge and any  accrued  expenses,  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. 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 cash 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 to
those Subaccounts at the time of repayment.

SURRENDERS

At any time during the lifetime of the Insured and prior to the  maturity  date,
the Policyowner may totally surrender the Policy by sending a written request to
AVLIC. Certain partial withdrawals may also be made. Surrenders from the Account
will generally be paid within seven days of receipt of the written request. (See
Postponement of Payments,  page 30). SURRENDERS AND PARTIAL WITHDRAWALS MAY HAVE
ADVERSE TAX CONSEQUENCES. (See Modified Endowment Contract; Tax Penalty on Early
Withdrawals page 32).

TOTAL SURRENDERS. If the Policy is being totally surrendered,  the Policy itself
must be returned to AVLIC along with the request. AVLIC will pay an amount equal
to the cash surrender value at the end of the valuation  period during which the
surrender request is received at AVLIC's Home Office.  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  exceed  the cash  surrender  value on the date the
request is received and in policy years one through seven,  may  not  exceed 10%
of the minimum  first year  premium.  The cash  surrender  value after a partial
withdrawal  must be at least  $1,000.  The amount paid will be deducted from the
Policy's cash value at the end of the valuation  period during which the request
is received.  The amount will be deducted from the Subaccounts  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 amount will be withdrawn in proportion
to the various deposits in the Subaccount and/or Fixed Account.

The Death Benefit may 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; Death  Benefits - Methods of  Affecting  Insurance
Protection,  page 18). If Option B is in effect,  the Specified  Amount will not
change, but the cash value will be reduced.

The Specified Amount remaining in force after a partial  withdrawal,  during the
first three policy  years,  may not be less than the amount a premium of $10,000
would  purchase  ($5,000  for ages  0-15)  and  thereafter  may not be less than
$15,000.  Also, no partial withdrawal will be allowed if the Specified Amount is
less than $15,000 in the first three years. 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  $50.00  or 2% of the  amount
withdrawn is deducted from each partial  withdrawal  amount paid.  Currently the
charge  is  the  lesser  of  $25 or 2% of the  amount  withdrawn.  (See  Partial
Withdrawal Charge, page 28).
<PAGE>
TRANSFERS

Cash value may be transferred  among the  Subaccounts of the Account.  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 after a
transfer is $100.  AVLIC will  effectuate  transfers and determine all values in
connection  with transfers on the later of the date designated in the request or
at the  end of the  valuation  period  during  which  the  transfer  request  is
received.  Cash value on the date of a transfer  will not be affected  except to
the  extent  of any  transfer  charge.  Transfers  may  also  be made  from  the
subaccounts to the Fixed Account.  One hundred percent of the amount  deposited,
plus interest  thereon,  may be transferred  out of the Fixed Account during the
30-day period following the yearly anniversary of the date of the Policy.

An unlimited  number of transfers may be made, with the first fifteen  transfers
per policy year permitted free of charge.  A transfer charge may be imposed each
additional time amounts are transferred.  This charge will be deducted pro rata 
from  each  Subaccount (and, if  applicable, the  Fixed  Account) in  which  the
Policyowner is invested.  The charge is $10 per transfer.  (See Transfer Charge,
page 28).  Transfers  resulting  from policy loans or  exercise of the exchange 
privilege will not be subject to a transfer charge. In addition, such  transfers
will not be counted for purposes of the  limitation  on the number of  transfers
allowed in each  year.   AVLIC  may at any time  revoke or modify  the  transfer
privilege, including  the minimum amount  transferable.  (See also Tax Status of
the Policy, page 32).

The privilege to initiate  transactions  by telephone  will be made available to
Policyowners  automatically.  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.

Transfers  may  be  subject  to  additional  restrictions  at  the  fund  level.
Specifically,  fund managers may have the right to refuse  sales,  or suspend or
terminate the offering of portfolio  shares,  if they determine that such action
is necessary in the best interests of the  portfolio's  shareholders.  If a fund
manager  refuses a transfer for any reason,  the  transfer  will not be allowed.
AVLIC will not be able to process the transfer if the fund manager refuses.


SYSTEMATIC PROGRAMS

AVLIC  may  offer  systematic   programs  as  discussed   below.   Transfers  of
Accumulation   Value  made  pursuant  to  these  programs  will  be  counted  in
determining  whether the  transfer  fee applies.  Lower  minimum  amounts may be
allowed to transfer as part of a systematic program. There is no separate charge
for  participation  in these  programs at this time.  All other normal  transfer
restrictions,  as described  above,  apply. The Fixed Account can not be used in
any systematic program.

PORTFOLIO  REBALANCING.  Under the Portfolio  Rebalancing program, the Owner can
instruct  AVLIC to  allocate  Accumulation  Value among the  Subaccounts  of the
Account on a  systematic  basis,  in  accordance  with  allocation  instructions
specified by the Owner.

DOLLAR COST AVERAGING.  Under the Dollar Cost Averaging  program,  the Owner can
instruct AVLIC to automatically transfer, on a systematic basis, a predetermined
amount or  percentage  specified  by the Owner  from any one  Subaccount  to any
Subaccount(s) of the Separate Account.

EARNINGS SWEEP. Permits systematic redistribution of earnings among Subaccounts.

The Owner can request  participation  in the available  programs when purchasing
the Policy or at a later date. The Owner 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.


REFUND PRIVILEGE

The  Policyowner  may cancel  the  Policy  within the later of 10 days after the
Policyowner receives it, within 10 days after AVLIC mails a cancellation notice,
or  within  45 days of  completing  Part I of the  application.  If a Policy  is
cancelled within 
<PAGE>
this time period,  a refund will be paid.  The refund will be the greater of the
premium paid or the premium paid adjusted by investment gains or losses.

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 non-variable  life  insurance  policy
issued  by  AVLIC or an  affiliate.  No new  evidence  of  insurability  will be
required.

The policy date, issue age and risk  classification  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. Cash values for the exchange
and payments will be established  after making  adjustments for investment gains
or losses and after  recognizing  variance,  if any, between payment or charges,
dividends or cash 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
80 years of age on  their  nearest  birthday  or less  who  supply  satisfactory
evidence of insurability to AVLIC.  AVLIC may, at its sole  discretion,  issue a
Policy to an  individual  above the age of 80.  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 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.

The issue date is the date that all financial,  contractual  and  administrative
requirements  have been met and  processed  for the  Policy.  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 and  Federal  funds are
received;  and the  application  amendments are received and reviewed in AVLIC's
Home Office.  On the issue date, the premium paid (plus any interest credited on
premiums  paid before the issue date less any cost of  insurance  charge for the
period  between the policy date and the issue  date) is  allocated  to the Money
Market  Subaccount.  After the expiration of the refund period, the accumulation
value will be allocated to the  subaccounts  or the Fixed Account as selected by
the Policyowner.

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

Interim  conditional  insurance coverage may be issued prior to the policy date,
provided that certain  conditions are met, upon the completion of an application
and the payment of a specified amount at the time of the application. The amount
of the 
<PAGE>
interim  coverage is limited to the smaller of the amount of  insurance  applied
for, $100,000, or $25,000 if the proposed Insured is under age 10 or over age 60
at his nearest birthday.

PREMIUMS

The minimum  first year premium must be paid on or before the date the Policy is
delivered.  No insurance  will take effect before the minimum first year premium
is  received in AVLIC's  home office in Federal  Funds.  No other  premiums  are
required.  The amounts and frequency of the planned periodic  premiums are shown
in the  Schedule  of  Premiums  in  the  Policy.  However,  subject  to  certain
limitations,  a Policyowner  has  flexibility in  determining  the frequency and
amount of premiums since the planned periodic premium schedule is not binding on
the  Policyowner.  The timing and amount of premium payments will have an effect
on the values  under,  and the  duration  of,  the  Policy,  including  the cash
surrender charge,  the cost of insurance charge, the premium tax charges and the
cash value under the Policy.

MINIMUM  FIRST YEAR  PREMIUM.  The  minimum  first year  premium is equal to the
amount designated in the Policy.  The minimum first year premium will be no less
than  $10,000,  except on Insureds who have an age nearest  birthday of 0 to 15,
for which the minimum  premium  will be no less than $5,000.  The minimum  first
year premium  generally  approximates  80% of the Guideline  Single Premium,  as
defined  for  federal  tax  purposes,  for the  initial  Specified  Amount.  The
Guideline  Single  Premium is based on the single premium that would be required
to  provide  the  future  benefits  under the  Policy,  computed  using  certain
assumptions,  including an assumed  interest rate of 6% and standard  guaranteed
cost  of  insurance  rates  and  charges  and the  premium  loads.  There  is no
representation  that the Policy will not lapse if the minimum first year premium
is paid, nor is there a guarantee that the Policy will not lapse even if planned
periodic premiums are paid.

PREMIUM  FLEXIBILITY.  A Policyowner  may make a single  premium  payment,  make
unscheduled premium payments at any time in any amount, or skip planned periodic
premium payments, subject to the premium limitations described below. Therefore,
unlike  conventional  insurance  policies,  this  Policy does not  obligate  the
Policyowner to pay premiums in accordance  with a rigid and  inflexible  premium
schedule.

The level of premium  payments does,  however,  affect the nature of the Policy,
including  the  amount  of pure  insurance  coverage  and the  charge  for  that
coverage.  Comparing two Policies that are identical in all respects  other than
the amount of the  initial  premium  paid,  the Policy  with the larger  initial
premium  will have a greater cash value and,  therefore,  will provide less pure
insurance  protection  (a lower net  amount at risk) and have a smaller  monthly
cost of insurance  charge.  AVLIC does reserve the right to limit the number and
amount of additional or unscheduled premium payments.

PLANNED  PERIODIC  PREMIUMS.  At the time the Policy is issued,  if the  initial
premium is less than 100% of the Guideline  Single Premium,  the Policyowner may
determine a planned  periodic  premium schedule that provides for the payment of
level premiums at selected  intervals;  subject,  however,  to a minimum planned
periodic premium schedule of $1,200 on an annual basis and a maximum schedule of
no greater than the limitation on total premiums established by federal tax law.
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.

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.  Instead,  the duration of the Policy depends
upon the Policy's cash surrender value.  (See Duration of the Policy,  page 18).
Thus, even if planned periodic premiums are paid by the Policyowner,  the Policy
will  nonetheless  lapse any time cash surrender  value is  insufficient  to pay
certain  monthly  charges,  and a grace  period  expires  without  a  sufficient
payment. (See Policy Lapse and Reinstatement, page 25).

Any premium  received in an amount  different from the planned  periodic premium
will be considered an unscheduled premium.

PREMIUM  LIMITATIONS.  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.  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
<PAGE>
as otherwise  agreed and no further  premiums will be accepted  until allowed by
the  current  maximum  premium  limitations  prescribed  by law.  AVLIC may also
establish a minimum acceptable premium amount.

ALLOCATION OF PREMIUMS AND CASH VALUE

ALLOCATION  OF  PREMIUMS.  In the  application  for a  Policy,  the  Policyowner
allocates premiums to one or more Subaccounts of the Account and/or to the Fixed
Account.  Allocations must be whole number  percentages and must total 100%. The
allocation  for future  premiums  may be changed  without  charge at any time by
providing proper notification to the Home Office.

The initial premium is allocated as of the issue date of the Policy to the Money
Market  Subaccount  for 13 days.  Thereafter,  the  accumulation  value  will be
allocated  to  the   Subaccounts  or  the  Fixed  Account  as  selected  by  the
Policyowner. Premium payments received by AVLIC prior to the issue date are held
in the general  account 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 that are available to AVLIC until the date the amounts are  transferred to
the Money Market Subaccount,  but in no event will interest be credited prior to
the policy  date.  After the first  policy  year,  all premiums are subject to a
premium charge, and thus the net premium is allocated to the selected Subaccount
or the Fixed  Account.  If there is any  outstanding  policy debt at the time of
payment, AVLIC will treat it as a premium payment unless otherwise instructed in
proper written notice.

The value of amounts  allocated to Subaccounts of the Account will vary with the
investment  performance  of these  Subaccounts,  and the  Policyowner  bears the
entire investment risk. This will affect the Policy's cash 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 cash  surrender  value is  insufficient  to cover the
monthly deduction,  and a grace period expires without a sufficient payment. 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. Failure to
pay the  required  amount  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 proceeds.

If the cash surrender value is insufficient to cover the monthly deduction,  the
Policyowner  must pay a premium during the grace period  sufficient to cover the
monthly deduction. (See Charges and Deductions, page 26).

REINSTATEMENT.  A lapsed Policy may be reinstated  any time within 2 years after
the end of the grace period (or if required by state law, longer  periods),  but
before the maturity date.  Reinstatement will be affected based on the Insured's
underwriting  classification at the time of the reinstatement.  Reinstatement is
subject to the following:

1.   Evidence of insurability of the Insured satisfactory to AVLIC;
2.   Payment  of a premium  equal to the  greater  of $1,000 or an amount  that,
     after  the  deduction  of  premium  charges,  is large  enough to cover the
     monthly deductions for at least the three policy months commencing with the
     effective date of reinstatement; and
3.   Any policy debt will be reinstated with interest due and accrued.
4.   The Policy cannot be reinstated if it has been surrendered for its full 
     cash surrender value.

The  amount  of cash  value  on the date of  reinstatement  will be equal to the
amount of the cash value on the date of lapse,  increased by the premium paid at
reinstatement,  less the premium charges and the amounts stated above, plus that
part of the deferred sales load (i.e.,  cash surrender charge) which would apply
if the Policy were surrendered on the date of  reinstatement.  The last addition
to the cash value is designed to avoid  duplicate  cash surrender  charges.  The
original policy date will be used for purposes of calculating the cash surrender
charge.  If any policy debt was reinstated, that debt will be 
<PAGE>
held in AVLIC's general account.  Cash value  calculations  will then proceed as
described under "Determination Of Cash Value" on page 18.

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;  (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.

PREMIUM CHARGE

No premium charges will be deducted from premium  payments made during the first
policy year prior to their  allocation to the selected  Subaccounts or the Fixed
Account.  However,  a charge equal to 2.5% of the premium will be deducted  from
each  payment  made after the first  policy year prior to  allocation  among the
selected  Subaccounts to reimburse  AVLIC for premium taxes.  Various states and
their  subdivisions  impose a tax on premiums  received by insurance  companies.
Premium taxes vary from state to state.

Although no deduction  for premium  taxes is made from  premiums paid during the
first  policy  year,  upon  surrender,  a portion of the cash  surrender  charge
includes  a charge  for  state  premium  taxes of no  greater  than  2.5% of the
premiums paid. (See "Cash  Surrender  Charge," page 28). The charges for premium
taxes  represent an amount AVLIC  considers  necessary to pay all premium  taxes
imposed by the states and their subdivisions.


MONTHLY DEDUCTION

Charges  will be deducted on each monthly  activity  date from the cash value of
the Policy to compensate  AVLIC for insurance  provided.  The monthly  deduction
includes:  (a) the cost of  insurance  for the current  policy  month,  plus (b)
one-twelfth  of any flat extra  rating  charge.  The monthly  deduction  will be
deducted as of the policy date and on each monthly activity date thereafter.  It
will be  allocated  among the  Subaccounts  or the Fixed  Account  on a pro rata
basis. Each of these charges is described in more detail below.

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  charges 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 the  amount by which the death
benefit which would have been payable on that monthly  activity date exceeds the
cash value on that date.

COST OF  INSURANCE  RATE.  The  annual  cost of  insurance  rate is based on the
Insured's sex,  attained age, policy duration and risk class. The rate will vary
if the Insured is a smoker or non-smoker  or is  considered a  substandard  risk
classification  and rated with a tabular extra rating. 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 age nearest birthday,
risk class, and the 1980 Commissioners  Standard Ordinary Smoker and Non-Smoker,
Male and Female Mortality Tables. The cost of insurance rate,  surrender charges
and payment  options for policies issued in  Massachusetts,  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 and risk class
and whose policies have been in effect for the same length of time.

If the  underwriting  class for any increase in death benefit  resulting  from a
change in death benefit  option from A to B is not the same as the  underwriting
class at issue,  the cost of insurance  rate used after such  increase will be a
composite  rate  based 
<PAGE>
upon a weighted  average  of the rates of the  different  underwriting  classes.
Decreases  will also 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.

RATE CLASS.  The rate class of an Insured may affect the cost of insurance rate.
AVLIC currently  places Insureds into both standard rate classes and substandard
classes that involve a higher mortality risk. In an otherwise  identical Policy,
an Insured in the standard  rate class will have a lower cost of insurance  than
an Insured in a rate class with higher  mortality risks. If a Policy is rated at
issue 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.

Insureds may also be assigned a flat extra rating to reflect certain  additional
risks.  The flat extra  rating will not impact the cost of insurance  rate,  but
1/12 of any flat extra cost will be deducted as part of the monthly deduction on
each monthly activity date.


DAILY CHARGES AGAINST THE ACCOUNT

A Daily Charge will be deducted  from the value of the net assets of the Account
to   compensate   AVLIC  for   mortality  and  expense  risks  assumed  and  the
administrative  costs incurred in connection with the Policy.  This daily charge
from the  Account  will be at the rate of  0.003288  percent  (equivalent  to an
annual rate of 1.20 percent) 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
0.003288 percent multiplied by the number of days since the last valuation date.
No mortality and expense  charges will be deducted from the amounts in the Fixed
Account.

Of this Daily  Charge,  .002466  percent  (equivalent  to an annual rate of 0.90
percent)  of the  average  daily  net  assets  of the  Account  is  deducted  to
compensate  AVLIC for the mortality and expense risk assumed under the Policies.
AVLIC  believes that this level of charge is reasonable in relation to the risks
assumed by AVLIC under the 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.

AVLIC  also  deducts  .000822  percent  (equivalent  to an  annual  rate of 0.30
percent)  of the  average  daily net assets of the  Account on a daily  basis to
compensate it for administrative  costs in connection with the Policy. AVLIC has
primary  responsibility  for the  administration  of the Policy and the Account.
AVLIC intends to administer  the Policy itself  through an  arrangement  whereby
AVLIC may purchase some administrative services from Ameritas Life. The services
in connection with the Policy involve  issuance of the Policy,  ordinary ongoing
maintenance  of the Policy,  and future  changes in the Policy  initiated by the
Policyowner.  Administrative  expenses in  connection  with the  issuance of the
Policy are medical  exams,  review of  applications  for insurance  underwriting
decisions,  and processing of the applications and establishing  policy records.
Ongoing ordinary  administrative  expenses expected to be incurred in connection
with a Policy include premium billing;  recordkeeping;  processing death benefit
claims, cash surrenders,  and policy changes; preparing and mailing reports; and
overhead  costs.  Future  changes in the  Policy  initiated  by the  Policyowner
include changes in the death benefit option.  Administrative  costs for changing
the  death  benefit  option  include  the cost of  processing  applications  and
changing  and  establishing  policy  records.   The  Daily  Charge  is  assessed
throughout the life of the Policy. AVLIC does not expect to make a profit on the
portion of the charge levied to cover administrative expenses.

TAXES.  Currently, no charge will be made against the Account for 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.  Charges for such taxes,  if any, would be deducted
from the Account as a portion of the Daily  Charge.  (See  Federal Tax  Matters,
page 31).


FUND INVESTMENT ADVISORY FEE AND EXPENSES

Because the Account purchases shares of the Funds, the net assets of the Account
will reflect the  investment  advisory fees and other  expenses  incurred by the
Funds.  The  investment  advisers to the Funds will  receive  compensation  with
respect  to the Funds'  portfolios  that they  advise at a rate which  varies by
portfolio and the size of that portfolio. (See The Funds, page 10).
<PAGE>
AVLIC may receive  administrative  fees from the investment  advisers of certain
funds.

CASH SURRENDER CHARGE

If a Policy is  surrendered  prior to the 7th  policy  anniversary,  AVLIC  will
assess a cash surrender charge based upon  percentages of the premiums  actually
paid  during the first  policy  year,  limited  as shown in the policy  schedule
pages.  Paying less premium in the first year  generally will have the effect of
reducing the cash  surrender  charge.  However,  depending  upon the  investment
experience,  if the  Policyowner  chooses to pay less premium in the first year,
the cost of  insurance  charge  may  increase,  the  premium  tax  charge may be
greater,  the Policy  Values may be reduced and there is an increased  risk that
the Policy will lapse. A portion of the cash surrender  charge includes a charge
to cover  state  premium  taxes.  The  remainder  of the charge is  deducted  to
compensate  AVLIC for the cost of  distributing  the Policy.  The cost  includes
agents'  commissions,  the printing of Prospectuses  and sales  literature,  and
advertising.

The sales load  portion of the cash  surrender  charge in any policy year is 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.  AVLIC  anticipates that funds generated by the sales loads will not
be  sufficient  to cover  distribution  expenses.  To the extent  that sales and
distribution  expenses exceed sales loads in any year,  AVLIC will pay them from
its other  assets or surplus  in its  general  account,  which  include  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.

AVLIC has voluntarily  lowered its maximum  surrender charge to 9%, which amount
will be charged on surrenders during policy years one, two and three. The Policy
provides that surrender charges may equal,  respectively,  11.5%, 10.5% and 9.5%
for the first three years. Thereafter,  the cash surrender charge grades to 8.5%
in year four, 7% in year five, 5% in year six, 2% in year seven and 0% after the
seventh year. The charge allowed by the Policy is based on a 9% sales load and a
2.5% charge for premium  tax. The sales load and premium tax  components  of the
cash  surrender  charge grade down  proportionately.  There is no cash surrender
charge assessed upon decreases in the Specified  Amount of the Policy or partial
withdrawals  of  cash  value.  There  is no  additional  cash  surrender  charge
attributable  to payments  made after the first  policy  year.  Because the cash
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

A transfer  charge of $10.00 may be imposed for each  additional  transfer among
the Subaccounts or the Fixed Account 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,  it 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.  The amount of the
transfer charge is guaranteed not to be increased.


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. The charge will be deducted from the amount of
the  withdrawal.  The current charge made will be the lesser of 2% of the amount
withdrawn or $25.  This charge is  guaranteed  not to be more than the lesser of
$50 or 2% of the amount withdrawn. AVLIC does not expect to make any profit from
the partial withdrawal charge.

GENERAL PROVISIONS

THE CONTRACT

The Policy, the application,  any supplemental applications,  and any 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 
<PAGE>
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.  The Policy itself is what controls the rights and benefits.  A
copy of the Policy 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

The  Policyowner  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 owner;
otherwise to the estate of the owner.

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 IN 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.  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  proceeds  is subject to the
rights of any  assignee of record.  A collateral  assignment  is not a change of
ownership.

PAYMENT OF PROCEEDS

The  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 designed  beneficiary  unless an optional method
of payment is selected.  If no  beneficiary  survives the Insured,  the proceeds
shall  be  paid in one  sum to the  Policyowner,  if  living;  otherwise  to any
successor-owner,  if living;  otherwise  to the  owner's  estate.  Any  proceeds
payable on the  Maturity  Date or upon full  surrender  shall be paid in one sum
unless an optional method of payment is elected.

INCONTESTABILITY

The  Policy is  incontestable  after it has been in force for two years from the
policy date during the lifetime of the Insured. However, this two year provision
shall not apply to riders that provide  disability or accidental death benefits.
Any  reinstatement of a Policy shall be incontestable  only after having been in
force during the lifetime of the Insured for two years after the effective  date
of the reinstatement.

MISSTATEMENT OF AGE, SEX, OR SMOKING

If the age,  sex, or smoking  habits of the  Insured  have been  misstated,  the
amount of the death  benefit and cash values  under the Policy will be adjusted.
The death  benefit will be adjusted in  proportion  to the correct and incorrect
cost of insurance rates. The adjustment in the cash value will be the difference
between the cost of  insurance  deductions  that were made and those that should
have been made.
<PAGE>
SUICIDE

Suicide within two years of the policy date is not covered by the Policy, unless
otherwise provided by state 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 and any outstanding policy debt. 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 is not a defense to the payment of
Accidental  Death Benefits  unless the insane person  intended  suicide when the
Insured applied for the Policy.

POSTPONEMENT OF PAYMENTS

Payment of any amount upon complete 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  week-end  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  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.


ACCELERATED BENEFIT RIDER FOR TERMINAL ILLNESS (LIVING BENEFIT RIDER)

Upon satisfactory  proof of terminal illness and 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
coverage,  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 a  withdrawal  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 an outstanding policy loans
and  unpaid  loan  interest,   and  will  also  affect  future  loans,   partial
withdrawals,  and surrenders.  The accelerated benefit will be treated as a lien
against the death benefit policy value and will thus reduce the proceeds payable
on the death of the insured.

There is no extra  premium for this rider.  This rider is not  available  in all
states.

EXTENDED  MATURITY  RIDER - This rider may be elected  by  submitting  a written
request to AVLIC during the 90 days prior to Maturity Date. If elected,  as long
as the Cash Surrender Value is greater than zero, the policy may remain in force
for purposes of  providing a benefit at the time of the  Insured's  death.  Once
this rider becomes effective,  no further premium payments will be accepted, and
no  monthly  charges  will be made for cost of  insurance,  riders or flat extra
rating. All other policy provisions not specifically noted herein will remain in
effect  while the  policy  continues  in force.  Interest  on policy  loans will
continue  to accrue and  become  part of the  policy  debt.  This rider does not
extend the original Maturity Date for purposes of determining benefits under any
other riders. Death Benefit Proceeds are payable to the beneficiary.

There is no extra  premium for this rider.  This rider is not  available  in all
states.

The  Internal  Revenue  Service  has  not  issued  a  ruling  regarding  the tax
consequences  of this rider.
<PAGE>
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 cash value,  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.


DISTRIBUTION OF THE POLICIES

Ameritas  Investment Corp. a wholly-owned  subsidiary of AMAL Corporation and an
affiliated  company  of  AVLIC,  will act as the  principal  underwriter  of the
Policies,  pursuant  to an  Underwriting  Agreement  between  itself  and AVLIC.
Ameritas  Investment Corp. was organized under the laws of the State of Nebraska
on  December  29,  1983  and  is a  registered  broker/dealer  pursuant  to  the
Securities  Exchange  Act of 1934 and a member of the  National  Association  of
Securities  Dealers.  In 1996, Ameritas Investment Corp. received gross variable
universal  life   compensation   of  $10,227,584,   and  retained   $376,122  in
underwriting  fees,  and $3,222 in  brokerage  commissions  on AVLIC's  variable
universal life policies.  Ameritas  Investment  Corp.  offers its clients a wide
variety of financial  products and services and has the ability to execute stock
and bond  transactions on a number of national  exchanges.  It also has executed
selling  agreements with a variety of mutual funds,  unit investment  trusts and
direct participation programs.

The Policies  are sold by  individuals  who are  Registered  Representatives  of
Ameritas  Investment  Corp.  and who are licensed as life  insurance  agents for
AVLIC. In addition,  Ameritas  Investment Corp. has entered into agreements with
other registered  broker/dealers to permit their Registered  Representatives  to
sell the Policies subject to applicable law.

Registered  Representatives  who sell the Policy will receive  commissions based
upon a  commission  schedule.  After  issuance of the Policy,  commissions  will
equal,  at  most,  5% of  premiums  paid  in the  first  policy  year.  Further,
Registered  Representatives  who meet certain  production  standards may receive
additional compensation and managers receive override commission with respect to
the policies.


FEDERAL TAX MATTERS

The following  discussion  provides a general  description of the federal income
tax considerations  associated with the Policy.  This discussion is not intended
as tax advice. Any person concerned about these tax implications  should consult
a competent tax advisor.  This discussion is based upon AVLIC's understanding of
the present  federal  income tax laws as they are currently  interpreted  by the
Internal Revenue Service (the` Service').

The  following  summary  does  not  purport  to  be  complete  or to  cover  all
situations.

Special  rules not  described in this  Prospectus  may be  applicable in certain
situations.  Specifically,  this discussion does not address tax provisions that
may be applicable if the Policyowner is a corporation.  Moreover, no attempt has
been  made to  consider  in detail  any  applicable  state or other tax  (except
premium taxes, see discussion "Premium Charge," page 26) laws.

Counsel and other  competent  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 are taken into account in determining the
        death  benefit  and cash  value of the  Policy.  As a  result,  such net
        investment  income and  realized  net  capital  gains are  automatically
        retained as part of the reserves  under 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.
<PAGE>
        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) in  various
        states.  At  present,  these  taxes are not  significant.  If there is a
        material  change  in state or local  tax laws,  charges  for such  taxes
        attributable  to the  Account,  if  any,  may be  assessed  against  the
        Account.

(b)     MODIFIED ENDOWMENT CONTRACT. The Code (Section 7702A) also states that a
        Policy  becomes a "modified  endowment  contract"  if it does not meet a
        7-pay  premium test  described  in the  section.  Because this Policy is
        designed to operate generally as a single premium contract,  it does not
        meet that test.  While gains  remaining in the Policy continue to be tax
        deferred, distributions such as partial or full surrenders, assignments,
        policy pledges,  and loans  (including loans to pay loan interest) under
        the Policy will be taxable to the extent of any gain under the Policy.

(c)     TAX PENALTY ON EARLY WITHDRAWALS.  A 10% penalty tax also applies to the
        taxable  portion of any  distribution  such as prior to the  Policyowner
        reaching  age 59  1/2.  The  10%  penalty  tax  does  not  apply  if the
        Policyowner 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 Policyowner
        or the joint lives of the Policyowner and beneficiary.

(d)     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 cash 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 cash values, the Policyowner must include in
        ordinary income (to the extent of any gain in the Policy)certain amounts
        prescribed in Section 7702 which are so distributed. 

        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 Funds' 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 Owner from being  considered  the
        owner of the assets of the Separate  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.

(e)     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 under either 
        death benefit option under the Policy 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
<PAGE>
        to be in  constructive receipt of the  cash value under the Policy until
        its   actual   surrender.   However,  in   the   event  of  certain cash
        distributions under the Policy resulting from any   change which reduces
        future benefits under the Policy, the distribution  will  be  taxed   in
        whole  or  in  part  as  ordinary  income  (to the extent of gain in the
        Policy).  See discussion page 32, "Tax Status of the Policy."

        Loans received from a MEC will be considered distributions to the extent
        of any gain under the Policy. 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  non-variable  life  insurance
        policy (see Exchange Privilege, page 23), may have tax consequences and,
        the right to change  owners (see General  Provisions,  page 28), and the
        provision for partial  withdrawals (see  Surrenders,  page 21) will have
        tax consequences.  Upon complete surrender or when maturity benefits are
        paid, if the amount  received plus any  outstanding  policy debt exceeds
        the total premiums paid 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 Policy  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 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.  AVLIC  maintains
records  of all  purchases  and  redemptions  of  Fund  shares  by  each  of the
Subaccounts.

THIRD PARTY SERVICES

AVLIC is aware that  certain  third  parties are offering  investment  advisory,
asset  allocation,  money  management and timing services in connection with the
contracts.  AVLIC does not engage any such third  parties to offer such services
of any type. In certain cases,  AVLIC has agreed to honor transfer  instructions
from  such  services  where  it  has  received  powers  of  attorney,  in a form
acceptable to it, from the contract owners  participating in the service.  Firms
or  persons  offering  such  services  do  so  independently   from  any  agency
relationship they may have with AVLIC for the sale of contracts.  AVLIC takes no
responsibility  for the  investment  allocations  and transfers  transacted on a
contract  owner's  behalf by such  third  parties or any  investment  allocation
recommendations made by such parties.  Contract owners should be aware that fees
paid for such  services  are  separate  and in  addition  to fees paid under the
contracts.


VOTING RIGHTS

All of the assets held in the  Subaccounts  of the  Account  will be invested in
shares of the corresponding  portfolios of the Funds.  AVLIC is the legal holder
of  those  shares  and as such  has the  right  to vote to  elect  the  Board of
Directors of the Funds,  to vote upon  certain  matters that are required by the
1940 Act to be approved or ratified by the shareholders of a 
<PAGE>
mutual  fund,  and to vote upon any  other  matter  that may be voted  upon at a
shareholders' meeting. To the extent required by law, AVLIC will vote all shares
of the Funds held in the Account at regular and special shareholder  meetings of
the Funds in accordance with instructions received from Policyowners. The number
of votes for which each Policyowner has the right to provide  instructions  will
be  determined  as of the record date  selected by the Board of Directors of the
Funds.  AVLIC will furnish  Policyowners  with the proper  forms,  materials and
reports to enable them to give it these instructions.

The number of Fund shares in a Subaccount for which instructions may be given by
a  Policyowner  is  determined  by dividing the Policy's cash 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 Funds in its own right.

Matters  on  which  Policyowners  may  give  voting  instructions   include  the
following:  (1) election of the Board of Directors of the Fund; (2) ratification
of the  independent  accountant  of the Fund;  (3)  approval  of the  Investment
Advisory  Agreement  for  the  Portfolio(s)  of the  Fund  corresponding  to the
Policyowner's  selected  Subaccount;  and  (4)  any  change  in the  fundamental
investment  policies  of the  Portfolio(s)  corresponding  to the  Policyowner's
selected Subaccount(s).

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 a Fund,  if AVLIC  reasonably
disapproves those changes in accordance with applicable federal regulations.  If
AVLIC does disregard voting  instructions,  it will advise  Policyowners of that
action  and its  reasons  for the  action  in the next  annual  report  or proxy
statement to Policyowners.

STATE REGULATION OF AVLIC

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

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


EXECUTIVE OFFICERS AND DIRECTORS OF AVLIC

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

LINDA S. STRECK, VICE PRESIDENT-FIXED ANNUITY PRODUCT DEVELOPMENT****
Actuarial  Vice  President - Product  Development  and  Management:  AmerUs Life
Insurance Company (f.k.a. American Mutual Life Insurance Company, f.k.a. Central
Life Assurance Company*****).
<PAGE>
KEVIN WAGONER, ASSISTANT TREASURER****
Director Investment Accounting:  AmerUs Life Insurance Company (f.k.a.  American
Mutual Life Insurance  Company,  f.k.a.  Central Life  Assurance  Company*****);
Senior Financial Analyst: Target Stores. 

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

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

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

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


LEGAL MATTERS

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


LEGAL PROCEEDINGS

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


EXPERTS

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

Actuarial  matters  included in this  Prospectus have been examined by Thomas P.
McArdle,  Assistant Vice President  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
<PAGE>
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.
<PAGE>
                          Independent Auditors' Report



Board of Directors
Ameritas Variable Life
  Insurance Company
Lincoln, Nebraska

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

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

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



/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
February 1, 1997
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                             STATEMENT OF NET ASSETS
                                DECEMBER 31, 1996

ASSETS

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

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

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




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

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

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

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

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









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




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

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

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

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



C:     INFORMATION BY FUND:

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

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

</TABLE>
<TABLE>
<CAPTION>

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

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

</TABLE>
<TABLE>
<CAPTION>

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


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



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

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

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

</TABLE>
<TABLE>
<CAPTION>

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

</TABLE>
<TABLE>
<CAPTION>

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

</TABLE>

(1) Commenced business 09/05/95.          (5) Commenced business 09/12/95.
(2) Commenced business 10/17/95.          (6) Commenced business 09/13/95.
(3) Commenced business 09/13/95.          (7) Commenced business 10/18/95.
(4) Commenced business 09/13/95.
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                          NOTES TO FINANCIAL STATEMENTS


C.     INFORMATION BY FUND:

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


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

</TABLE>
<TABLE>
<CAPTION>

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



Board of Directors
Ameritas Variable Life Insurance Company
Lincoln, Nebraska

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

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

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


/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
February 1, 1997
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                                  BALANCE SHEETS
                                  --------------
                      (in thousands, except per share data)
                      ------------------------------------- 
                                                                                                       December 31,
                                                                                   -------------------------------------------------
                                                                                           1996                        1995
                                                                                   ----------------------       --------------------
<S>                                                                             <C>                          <C>  
ASSETS
- ------
     Investments:
       Fixed maturity securities, available for sale (amortized cost
             $62,048 - 1996 and $38,753 - 1995)                                  $                62,621      $              40,343
       Loans on insurance policies                                                                 4,309                      2,639
                                                                                   ----------------------       --------------------
           Total investments                                                                      66,930                     42,982

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

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

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









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

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

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

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

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

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

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

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

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

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

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











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

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


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

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

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

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

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

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

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

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

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

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

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

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







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



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

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

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

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

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

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

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

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


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

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




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

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

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

  The principal accounting and reporting practices followed are:

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

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

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

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

PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS

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

  Revenues for universal  life-type policies consist of charges assessed against
policy account values for deferred policy loading,  mortality risk expense,  the
cost of insurance and policy administration. Policy benefits and claims that are
charged  to expense  include  interest  credited  to  contracts  under the fixed
account investment option and benefit claims incurred in the period in excess of
related policy account balances.
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (in thousands)



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

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

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

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

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

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

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

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

INCOME TAXES
   The  provision  for income  taxes  includes  amounts  currently  payable  and
deferred  income taxes  resulting from the cumulative  differences in assets and
liabilities  determined  on a tax return and  financial  statement  basis at the
current enacted tax rates.
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


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

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

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


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

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

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

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

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


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

<TABLE>
<CAPTION>

                                                                                             December 31, 1995
                                                                         --------------------------------------------------------
                                                                             Amortized       Gross Unrealized            Fair
                                                                                         ----------------------------
                                                                              Cost          Gains        Losses          Value
- ---------------------------------------------------------------------------------------------------------------------------------
 <S>                                                                       <C>              <C>           <C>          <C>
  U.S. Corporate                                                            $20,667          $930          $  -         $21,597
  Mortgage-backed                                                             3,628           114             -           3,742
  U.S. Treasury securities and obligations of
    U.S. government agencies                                                 14,458           550             4          15,004
- ---------------------------------------------------------------------------------------------------------------------------------
      Total fixed maturity securities available for sale                    $38,753        $1,594            $4         $40,343
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


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

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

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

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


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

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

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


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

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

<TABLE>
<CAPTION>
                                                                                     Year Ended December 31
                                                                         --------------------------------------------
                                                                                  1996           1995         1994         
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>           <C>           <C>   
Statutory tax rate                                                                35.0%         35.0%         35.0%
Other                                                                              4.3           0.2          (0.1) 
- ---------------------------------------------------------------------------------------------------------------------
    Provision for income taxes                                                    39.3%         35.2%         34.9%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

   Accumulated contract values
    Funds on  deposit  which do not have  fixed  maturities  are  carried at the
    amount payable on demand at the reporting date.
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


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

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

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

</TABLE>

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

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

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

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

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

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

ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES

The  following  tables  illustrate  how the cash values and death  benefits of a
Policy may change with the  investment  experience of the Fund.  The tables show
how the cash  values and death  benefits  of a Policy  issued to an Insured of a
given age and  specified  underwriting  risk  classification  who pays the given
premium  at issue  would vary over time if the  investment  return on the assets
held in each portfolio of the Funds were a uniform, gross, after-tax annual rate
of 0%, 6%, or 12%. The tables on pages 58 through 61  illustrate a Policy issued
to a  male,  age  35,  under  a  Preferred  rate  non-smoker  underwriting  risk
classification.  This policy provides for a standard smoker and non-smoker,  and
preferred  non-smoker  classification  and different rates for certain specified
amounts.  The cash values and death benefits would be different from those shown
if the gross annual  investment  rates of return averaged 0%, 6%, and 12% over a
period of years,  but  fluctuated  above and below those averages for individual
policy years, or if the Insured were assigned to a different  underwriting  risk
classification.

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

The amounts  shown for the death  benefits,  surrender  values and  accumulation
values  reflect the fact that the net  investment  return of the  Subaccounts is
lower than the  gross,  after-tax  return of the  assets  held in the Funds as a
result of expenses paid by the Fund and charges levied against the  Subaccounts.
The values shown take into account an average of the daily  management  fee paid
by each portfolio  available for investment (the equivalent to an annual rate of
 .69% of the aggregate  average daily net assets of the Fund), the other expenses
incurred by the Fund (0.20%),  and the daily charge by AVLIC to each  Subaccount
for assuming  mortality  and expense  risks and  administrative  costs (which is
equivalent  to a charge at an annual  rate of 1.20% of the average net assets of
the Subaccounts) After deduction of these amounts,  the illustrated gross annual
investment  rates of return of 0%, 6%, and 12%,  correspond to  approximate  net
annual rates of -2.09%, 3.91%, 9.91% respectively.

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, .28% for the Index 500 Portfolio, 1.25% for the
Asset  Manager  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 AllCap,
and Alger American  Growth  Portfolios,  1.75% for the Morgan  Stanley  Emerging
Markets Equity,  1.20% for the Morgan Stanley Asian Equity, 1.15% for the Morgan
Stanley Global Equity and Morgan  Stanley  International  Magnum,  1.10% for the
Morgan Stanley U.S. Real Estate  Portfolios of daily net assets.  MFS has agreed
to bear expenses for each series,  subject to reimbursement by each series, such
that each series "Other Expenses" shall not exceed .25% of the average daily net
assets of the series  during the  current  fiscal  year.  These  agreements  are
expected to continue in future years but may be  terminated at any time. As long
as this reimbursement  continues for a portfolio,  if a reimbursement occurs, it
has the effect of lowering the  portfolio's  expense  ratio and  increasing  its
total return.

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
smoker, 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.
<PAGE>
<TABLE>
<CAPTION>

ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                               ENDOWMENT AT AGE 95

Single Endowment at Age 95
Male Issue Age: 35                                  Non-Smoker                          Standard Underwriting Class

                                        MINIMUM FIRST YEAR PREMIUM: $10,000
                                         INITIAL SPECIFIED AMOUNT: $55,620
                                              DEATH BENEFIT OPTION: A

                                 USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                                                Cash Value Less Any
                                            Cash Surrender Charge (1)(2)                    Death Benefit (1)(2)
                                      -----------------------------------------  ------------------------------------------
                 Premiums                  Assuming Hypothetical Gross                  Assuming Hypothetical Gross
End Of          Accumulated              Annual Investment Rate of Return Of:       Annual Investment Rate of Return Of:
Policy        At 5% Interest            0% Gross     6% Gross     12% Gross          0% Gross    6% Gross   12% Gross
 Year            Per Year             (-2.09% net)  (3.91% net)   (9.91% net)     (-2.09% net) (3.91% net) (9.91% net)
- --------  --------------------    ---------------------------------------------  ------------------------------------------ 
 <S>             <C>                   <C>            <C>         <C>               <C>          <C>          <C>      
  1               10500                 8815            9413        10011            55620        55620          55620
  2               11025                 8532            9735        11010            55620        55620          55620
  3               11576                 8249           10065        12105            55620        55620          55620
  4               12155                 8016           10453        13356            55620        55620          55620
  5               12762                 7882           10949        14822            55620        55620          55620
  6               13400                 7796           11503        16466            55620        55620          55620
  7               14071                 7807           12163        18349            55620        55620          55620
  8               14774                 7715           12730        20286            55620        55620          55620
  9               15513                 7419           13104        22193            55620        55620          55620
 10               16288                 7118           13484        24288            55620        55620          55620

 15               20789                 5492           15458        38183            55620        55620          72929
 20               26532                 3515           17469        59998            55620        55620          94196

Ages
 60               33863                  876           19333        94459            55620        55620         126576
 65               43219                    0*          21064       149151                0        55620         181964
 70               55160                    0*          21998       235218                0        55620         272853
 75               70399                    0*          20802       371035                0        55620         397007
</TABLE>

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

1)  Assumes a minimum  first  year  premium  of $10,000 is paid at issue with no
additional premium payment.  Values would be different if premiums are paid 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.  Should a policy
lapse with loans  outstanding the portion of the loans  attributable to earnings
will become taxable.

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,  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.
<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                                ENDOWMENT AT AGE 95

Single Endowment at Age 95
Male Issue Age: 35                                  Non-Smoker                          Standard Underwriting Class


                                        MINIMUM FIRST YEAR PREMIUM: $10,000
                                         INITIAL SPECIFIED AMOUNT: $55,620
                                              DEATH BENEFIT OPTION: A


                                  USING MAXIMUM ALLOWABLE COST OF INSURANCE RATES


                                                Cash Value Less Any
                                            Cash Surrender Charge (1)(2)                    Death Benefit (1)(2)
                                      -----------------------------------------  ------------------------------------------
                 Premiums                  Assuming Hypothetical Gross                  Assuming Hypothetical Gross
End Of          Accumulated              Annual Investment Rate of Return Of:       Annual Investment Rate of Return Of:
Policy        At 5% Interest            0% Gross     6% Gross     12% Gross          0% Gross    6% Gross  12% Gross
 Year            Per Year             (-2.09% net)  (3.91% net)   (9.91% net)     (-2.09% net) (3.91% net)(9.91% net)
- --------  --------------------    ---------------------------------------------  ------------------------------------------ 
<S>              <C>                     <C>         <C>           <C>              <C>           <C>        <C>      
  1               10500                   8565         9163         9761             55620         55620       55620
  2               11025                   8382         9585        10860             55620         55620       55620
  3               11576                   8199        10015        12055             55620         55620       55620
  4               12155                   8016        10453        13356             55620         55620       55620
  5               12762                   7882        10949        14822             55620         55620       55620
  6               13400                   7796        11503        16466             55620         55620       55620
  7               14071                   7807        12163        18349             55620         55620       55620
  8               14774                   7715        12730        20286             55620         55620       55620
  9               15513                   7419        13104        22193             55620         55620       55620
 10               16288                   7118        13484        24288             55620         55620       55620

 15               20789                   5492        15458        38183             55620         55620       72929
 20               26532                   3504        17460        59990             55620         55620       94185

Ages
 60               33863                    725        19210        94343             55620         55620      126420
 65               43219                      0*       20225       148329                 0*        55620      180961
 70               55160                      0*       19449       232468                 0*        55620      269662
 75               70399                      0*       14584       364477                 0*        55620      389990
</TABLE>

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

1)  Assumes a minimum  first  year  premium  of $10,000 is paid at issue with no
additional premium payment.  Values would be different if premiums are paid 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.  Should a policy
lapse with loans  outstanding the portion of the loans  attributable to earnings
will become taxable.

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,  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.
<PAGE>
<TABLE>
<CAPTION>


ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                               ENDOWMENT AT AGE 95

Single Endowment at Age 95
Male Issue Age: 35                                  Non-Smoker                          Standard Underwriting Class


                                        MINIMUM FIRST YEAR PREMIUM: $10,000
                                         INITIAL SPECIFIED AMOUNT: $55,620
                                              DEATH BENEFIT OPTION: B

                                 USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                                                Cash Value Less Any
                                            Cash Surrender Charge (1)(2)                    Death Benefit (1)(2)
                                      -----------------------------------------  ------------------------------------------
                 Premiums                  Assuming Hypothetical Gross                  Assuming Hypothetical Gross
End Of          Accumulated              Annual Investment Rate of Return Of:       Annual Investment Rate of Return Of:
Policy        At 5% Interest            0% Gross     6% Gross     12% Gross          0% Gross    6% Gross  12% Gross
 Year            Per Year             (-2.09% net)  (3.91% net)   (9.91% net)     (-2.09% net) (3.91% net) (9.91% net)
- --------  --------------------    ---------------------------------------------  ------------------------------------------ 
<S>              <C>                     <C>         <C>           <C>              <C>           <C>        <C>      

  1               10500                   8798         9395           9992            65318         65915      66512
  2               11025                   8499         9698          10969            65019         66218      67489
  3               11576                   8199        10006          12035            64719         66526      68555
  4               12155                   7950        10369          13251            64420         66839      69721
  5               12762                   7799        10837          14673            64119         67157      70993
  6               13400                   7696        11359          16263            63816         67479      72383
  7               14071                   7689        11983          18080            63509         67803      73900
  8               14774                   7579        12509          19938            63199         68129      75558
  9               15513                   7264        12837          21747            62884         68457      77367
 10               16288                   6944        13165          23723            62564         68785      79343

 15               20789                   5220        14762          36685            60840         70382      92305
 20               26532                   3145        16095          56787            58765         71715     112407

Ages
 60               33863                    450        16761          87945            56070         72381     143565
 65               43219                      0*       16598         136807                0*        72218     192427
 70               55160                      0*       14338         212865                0*        69958     268485
 75               70399                      0*        7786         330599                0*        63406     386219
</TABLE>

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

1)  Assumes a minimum  first  year  premium  of $10,000 is paid at issue with no
additional premium payment.  Values would be different if premiums are paid with
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.  Should a policy
lapse with loans  outstanding the portion of the loans  attributable to earnings
will become taxable.

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,  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.
<PAGE>
<TABLE>
<CAPTION>


ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                                ENDOWMENT AT AGE 95

Single Endowment at Age 95
Male Issue Age: 35                                  Non-Smoker                          Standard Underwriting Class


                                        MINIMUM FIRST YEAR PREMIUM: $10,000
                                         INITIAL SPECIFIED AMOUNT: $55,620
                                              DEATH BENEFIT OPTION: B



                           USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                                                Cash Value Less Any
                                            Cash Surrender Charge (1)(2)                    Death Benefit (1)(2)
                                      -----------------------------------------  ------------------------------------------
                 Premiums                  Assuming Hypothetical Gross                  Assuming Hypothetical Gross
End Of          Accumulated              Annual Investment Rate of Return Of:       Annual Investment Rate of Return Of:
Policy        At 5% Interest            0% Gross     6% Gross     12% Gross          0% Gross    6% Gross  12% Gross
 Year            Per Year             (-2.09% net)  (3.91% net)   (9.91% net)     (-2.09% net) (3.91% net) (9.91% net)
- --------  --------------------    ---------------------------------------------  ------------------------------------------  
 <S>            <C>                    <C>           <C>           <C>              <C>           <C>        <C>      
   1             10500                  8548           9145          9742            65318         65915      66512
   2             11025                  8349           9548         10819            65019         66218      67489
   3             11576                  8149           9956         11985            64719         66526      68555
   4             12155                  7950          10369         13251            64420         66839      69721
   5             12762                  7799          10837         14673            64119         67157      70993
   6             13400                  7696          11359         16263            63816         67479      72383
   7             14071                  7689          11983         18080            63509         67803      73900
   8             14774                  7579          12509         19938            63199         68129      75558
   9             15513                  7264          12837         21747            62884         68457      77367
  10             16288                  6944          13165         23723            62564         68785      79343

  15             20789                  5220          14762         36685            60840         70382      92305
  20             26532                  3133          16084         56775            58753         71704     112395

 Ages
  60             33863                   296          16582         87738            55916         72202     143358
  65             43219                     0*         15349        135315                0*        70969     190935
  70             55160                     0*         10690        208043                0*        66310     263663
  75             70399                     0*             0*       318898                0*            0*    374518
</TABLE>

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

1)  Assumes a minimum  first  year  premium  of $10,000 is paid at issue with no
additional premium payment.  Values would be different if premiums are paid 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.  Should a policy
lapse with loans  outstanding the portion of the loans  attributable to earnings
will become taxable.

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,  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.
<PAGE>
APPENDIX B

LONG TERM MARKET TRENDS

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

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

Each of the cumulative  index values is initiated at $1.00 at year-end 1925. The
graph  illustrates  that common stocks and small stocks gained the most over the
entire 71-year  period:  investments of one dollar would have grown to $1,370.95
and $4,495.99 respectively,  by  year-end 1996. This growth, however, was earned
by taking  substantial  risk. In contrast,  long-term  government bonds (with an
approximate  20-year  maturity),  which exposed the holder to less risk, grew to
only $33.73. Note that the return and principal value of an investment in stocks
will fluctuate with changes in market conditions. Prices of small company stocks
are generally more volatile than those of large company stocks. Government bonds
and  Treasury  Bills  are  guaranteed  by the U.S.  Government  and,  if held to
maturity, offer a fixed rate of return and a fixed principal value.

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


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









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

PERCENT CHANGE OF TOTAL RETURN
STANDARD & POOR'S 500 INDEX
                                   %
             Year                Change
- -----------------------------------------
<S>         <C>                 <C> 
 1           1972                 18.90       Omitted graph depicts the activity
 2           1973                -14.77       of the S&P 500 Index for the years
 3           1974                -26.39       1971-1996.                        
 4           1975                 37.16        
 5           1976                 23.57
 6           1977                 -7.42
 7           1978                  6.38
 8           1979                 18.20
 9           1980                 32.27
10           1981                 -5.01
11           1982                 21.44
12           1983                 22.38
13           1984                  6.10
14           1985                 31.57
15           1986                 18.56
16           1987                  5.10
17           1988                 16.61
18           1989                 31.69
19           1990                 -3.14
20           1991                 30.45
21           1992                  7.61
22           1993                 10.08
23           1994                  1.32
24           1995                 37.58
25           1996                 22.96
</TABLE>

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

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


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