AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCOUNT V
485APOS, 1997-02-28
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             As filed with the Securities and Exchange Commission on
   
                               February 28, 1997
    
                            Registration No. 333-15585

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------
   
                         Post-Effective Amendment No. 1
    
                                       to

                                    Form S-6

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


              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
               SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
                                   FORM N-8B-2
                                ----------------

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                           (EXACT NAME OF REGISTRANT)
                                ----------------

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                 5900 "O" Street
                             Lincoln, Nebraska 68510
                                ----------------

                               NORMAN M. KRIVOSHA
                                    Secretary
                    Ameritas Variable Life Insurance Company
                                 5900 "O" Street
                             Lincoln, Nebraska 68510
                                -----------------
   
            It is proposed that this filing will become effective: 
              [ ] immediate upon filing pursuant to paragraph b
              [x] on May 1, 1997 pursuant to paragraph a of Rule 485
              [ ] ______________ pursuant on paragraph b of Rule 485
    
   
Pursuant to Rule 24f-2 under the Investment  Company Act of 1940, the Registrant
has  registered an indefinite  amount of securities  under the Securities Act of
1933.  Pursuant to paragraph (b)(2) of Rule 24f-2, the issuer is not required to
file a Rule 24f-2  notice,  because it did not sell any  securities  pursuant to
such declaration during the fiscal year ending December 31, 1996.
    
<PAGE>
               RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2
                               AND THE PROSPECTUS

 ITEM NO. OF
 FORM N-8B-2       CAPTION IN PROSPECTUS
 -----------       ---------------------       
     1             Cover Page
     2             Cover Page
     3             Not Applicable
     4             Distribution of the Policies
     5             Ameritas Variable Life Insurance Company - Separate Account V
     6             Ameritas Variable Life Insurance Company - Separate Account V
     7             Not Required
     8             Not Required
     9             Legal Proceedings
    10             Summary; Addition, Deletion of  Substitution  of Investments;
                   Policy Benefits; Policy Rights Payment and Allocation of 
                   Premiums; General Provisions; Voting Rights
    11             Summary; The Funds 
    12             Summary; The Funds
    13             Summary; The Funds - Charges and Deductions
    14             Summary; Payment and Allocation of Premiums
    15             Summary; Payment and Allocation of Premiums
    16             Summary; Variable Insurance Products Fund, Variable Insurance
                   Products Fund II, Alger American Fund, MFS Variable Insurance
                   Trust, Morgan Stanley Universal Funds, Inc.
    17             Summary, Policy Rights
    18             Variable Insurance  Products Fund,  Variable
                   Insurance  Products Fund II, Alger  American
                   Fund, MFS Variable  Insurance Trust,  Morgan
                   Stanley Universal Funds, Inc.
    19             General Provisions; Voting Rights
    20             Not Applicable
    21             Summary; Policy Rights; General Provisions
    22             Not Applicable
    23             Safekeeping of the Account's Assets
    24             General Provisions
    25             Ameritas Variable Life Insurance Company
    26             Not Applicable
    27             Ameritas Variable Life Insurance Company
    28             Executive Officers and Directors of AVLIC
    29             Ameritas Variable Life Insurance Company
    30             Not Applicable
    31             Not Applicable
    32             Not Applicable
    33             Not Applicable
    34             Not Applicable
    35             Not Applicable
    36             Not Applicable
    37             Not Applicable
    38             Distribution of the Policies
    39             Distribution of the Policies
    40             Not Applicable
    41             Distribution of Policies
    42             Not Applicable
    43             Not Applicable
    44             Cash Value, Payment and Allocation of Premium
<PAGE>
 ITEM NO. OF
 FORM N-8B-2       CAPTION IN PROSPECTUS
 -----------       ---------------------
    45             Not Applicable
    46             The Funds; Cash Value
    47             The Funds
    48             State Regulation
    49             Not Applicable
    50             Ameritas Variable Life Insurance Company Separate Account V
    51             Cover Page; Summary; Policy Benefits; Charges and Deductions
    52             Addition, Deletion or Substitution of Investments
    53             Summary; Federal Tax Matters
    54             Not Applicable
    55             Not Applicable
    56             Not Required
    57             Not Required
    58             Not Required
    59             Financial Statements
<PAGE>
                                   AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO
PROSPECTUS
   
ENCORE!--A Flexible Premium Variable            One Ameritas Way/5900 "O" Street
Universal Life Insurance Policy Issued by      P.O. Box 82550/Lincoln, NE  68501
Ameritas Variable Life Insurance Company
    
- --------------------------------------------------------------------------------
       
                                                                   ENCORE!     1
<PAGE>
ENCORE!  represents a type of  insurance  known as a flexible  premium  variable
universal life insurance policy.  Like traditional life insurance  policies,  an
ENCORE!  Policy  provides  death  benefits to  beneficiaries  designated  by the
Policyowner  and the  opportunity  to increase  the cash value of the  insurance
policy  itself.   Unlike  such  traditional   policies,   ENCORE!   also  allows
Policyowners  to vary the frequency and amount of premium  payments  rather than
follow a fixed premium payment schedule.  It also permits Policyowners to change
the level of Death Benefits as often as once each year.

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

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

An ENCORE!  policy will be established following the acceptance of a prospective
Policyowner's  application.  Generally,  an  application  must specify a minimum
Death  Benefit of $500,000 (or $250,000 if the  individual  named as the Insured
under the policy is 50 or older). ENCORE!  Policies are available to individuals
between the ages of 20 and 80 at the time of purchase.  An ENCORE!  Policy, once
purchased, may be returned for a full refund for 13 days after the Issue Date.

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

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

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

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

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

The date of this Prospectus is May 1, 1997

                                                                  ENCORE!      2
<PAGE>
TABLE OF CONTENTS
   
Definitions.............................................................      4
Summary.................................................................      7
Ameritas Variable Life Insurance Company and the Account ..............      14
         Ameritas Variable Life Insurance Company......................      14
         Ameritas Variable Life Insurance Company Separate Account V...      15
         Performance Information.......................................      15
         The Funds.....................................................      15
         Investment Objectives and Policies Of The Funds' Portfolios...      16
         Fund Expense Summary..........................................      20
         Addition, Deletion or Substitution of Investments.............      21
         Fixed Account.................................................      22
Policy Benefits........................................................      22
         Purposes of the Policy........................................      22
         Death Benefit Proceeds........................................      23
         Death Benefit Options.........................................      23
         Methods of Affecting Insurance Protection.....................      24
         Duration of Policy............................................      25
         Accumulation Value............................................      25
         Net Cash Surrender Value Bonus................................      25
         Benefits at Maturity..........................................      26
         Payment of Policy Benefits....................................      26
Policy Rights..........................................................      26
         Loan Benefits.................................................      26
         Surrenders....................................................      27
         Partial Withdrawals...........................................      28
         Transfers.....................................................      28
         Systematic Programs...........................................      28
         Free Look Privilege...........................................      29
         Exchange Privilege............................................      29
Payment and Allocation of Premiums.....................................      29
         Issuance of a Policy..........................................      29
         Premiums......................................................      30
         Allocation of Premiums and Accumulation Value.................      30
         Policy Lapse and Reinstatement................................      31
Charges and Deductions.................................................      32
         Deductions From Premium Payments..............................      32
         Charges from Accumulation Value...............................      32
         Surrender Charge..............................................      33
         Daily Charges Against the Account.............................      34
General Provisions.....................................................      34
Distribution of the Policies...........................................      36
Federal Tax Matters....................................................      37
Safekeeping of the Account's Assets....................................      39
Third Party Services...................................................      39
Voting Rights..........................................................      39
State Regulation of AVLIC..............................................      39
Executive Officers and Directors of AVLIC..............................      40
Legal Matters..........................................................      41
Legal Proceedings......................................................      41
Experts.................................................................     41
Additional Information.................................................      42
Financial Statements...................................................      42
Ameritas Variable Life Insurance Company Separate Account V............      43
Ameritas Variable Life Insurance Company...............................      50
Appendices.............................................................      62

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.
    
                                                                   ENCORE!     3
<PAGE>
DEFINITIONS

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

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

ACCUMULATION VALUE - The total amount that the Policy provides for investment at
any  time.  It is  equal  to the  total of the  Accumulation  Value  held in the
Account,  the Fixed  Account,  and any  Accumulation  Value held in the  General
Account which secures Outstanding Policy Debt. (See page 19.)

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

ASSET-BASED ADMINISTRATIVE EXPENSE CHARGE - A daily charge that is deducted from
the  overall   assets  of  the  Account  to  provide  for  expenses  of  ongoing
administrative services to the Policyowners as a group. (See page 28.)

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

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

BENEFICIARY  - The  person or  persons to whom the Death  Benefit  Proceeds  are
payable  upon the  death of the  Insured.  (See  page 29 for  "Beneficiary"  and
"Change of Beneficiary".)

CONTINGENT  DEFERRED  ADMINISTRATIVE  CHARGE - An administrative  charge for the
underwriting, issuance and initial administration of the Policy that is deducted
upon Surrender of the Policy.  This charge is part of the Surrender Charge. (See
page 27.)

CONTINGENT  DEFERRED  SALES  CHARGE  - A sales  charge,  calculated  based  on a
percentage of premiums received,  is deducted upon Surrender of the Policy. This
charge is part of the Surrender Charge. (See page 27.)

COST OF INSURANCE - A charge  deducted  monthly from the  Accumulation  Value to
provide the life insurance protection; this charge may also include a Flat Extra
Rating Charge.  The Cost of Insurance is calculated  with reference to an annual
Cost of Insurance  Rate.  This rate is based on the  Insured's  sex,  Issue Age,
policy duration, Specified Amount, and risk class. The Cost of Insurance is part
of the Monthly Deduction. (See page 26.)

DECLARED  RATE - The interest  rate declared by AVLIC to be earned on amounts in
the Fixed  Account,  which AVLIC  guarantees to be no less than 3.5%.  (See page
16.)

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

DEATH BENEFIT PROCEEDS - The proceeds payable to the Beneficiary upon receipt by
AVLIC of  Satisfactory  Proof of Death of the  Insured  while  the  Policy is in
force. It is equal to: (l) the Death Benefit; (2) plus additional life insurance
proceeds  provided by any riders;  (3) minus any  Outstanding  Policy Debt;  (4)
minus any Accrued Expense Charges, including the Monthly Deduction for the month
of death. (See page 17.)

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

FIXED  ACCOUNT - An account that is a part of AVLIC's  General  Account to which
all or a portion of Net Premiums and transfers may be allocated for accumulation
at fixed rates of interest. (See page 16.)

GENERAL  ACCOUNT - The General  Account of AVLIC  includes all of AVLIC's assets
except those assets segregated into separate accounts, such as the Account.
 
4   ENCORE!
<PAGE>
GRACE PERIOD - A 61 day period from the date  written  notice of lapse is mailed
to the  Policyowner's  last known address.  If the  Policyowner  makes a payment
during the Grace Period such that the Net Cash Surrender  Value of the Policy is
sufficient to pay the Monthly  Deduction,  the Policy will not lapse.  (See page
25.)

   
GUARANTEED  DEATH  BENEFIT  PERIOD - The  number of years the  Guaranteed  Death
Benefit  provision  will apply.  The period  will vary based upon the  Insured's
Issue Age and rating  class.  The period  ranges from 3 to 25 years,  and may be
restricted  as a result of state  law.  This  benefit  is  provided  without  an
additional policy charge. (See page 17.)
    

GUARANTEED DEATH BENEFIT PREMIUM - A specified premium which, if paid in advance
on a monthly prorated basis, will keep the Policy in force during the Guaranteed
Death Benefit Period so long as other policy provisions are met, even if the Net
Cash Surrender Value is zero or less. (See page 17.)

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

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

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

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

MATURITY  BENEFITS - The amount  payable to the  Policyowner,  if the Insured is
living,  on the Maturity Date. The Maturity  Benefit is the  Accumulation  Value
less any Outstanding Policy Debt. (See page 20.)

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

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

MONTHLY  DEDUCTION - The  deductions  taken from the  Accumulation  Value on the
Monthly  Activity Date.  These  deductions are equal to: (1) the current Cost of
Insurance; (2) the Administrative Expense Charge; and (3) rider charges, if any.
(See page 26.)

MORTALITY  AND EXPENSE  RISK CHARGE - a daily  charge that is deducted  from the
overall assets of the Account to provide for the risk that mortality and expense
costs may be greater than expected. (See page 28.)

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

NET POLICY FUNDING - Net Policy  Funding is the sum of all premiums  paid,  less
any partial withdrawals and less any Outstanding Policy Debt. (See page 24.)

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

OUTSTANDING  POLICY  DEBT - The  sum of all  unpaid  policy  loans  and  accrued
interest on policy loans. (See page 21.)

PERCENT OF PREMIUM  CHARGE - The amount  deducted from each premium  received to
cover certain  expenses,  expressed as a percentage of the premium.  This charge
may include a Premium Charge for Taxes.  (See Deductions  From Premium  Payment,
page 26.)

PLANNED  PERIODIC  PREMIUMS - A selected  schedule of equal premiums  payable at
fixed  intervals.  The Policyowner is not required to follow this schedule,  nor
does following this schedule  ensure that the Policy will remain in force unless
the payments meet the  requirements of the Guaranteed  Death Benefit.  (See page
24.)

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

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

                                                                     ENCORE!   5
<PAGE>
POLICY  ANNIVERSARY  DATE - The same day as the  Policy  Date for each  year the
Policy remains in force.

POLICY DATE - The effective date for all coverage  provided in the  application.
The Policy Date is used to determine Policy Anniversary Dates,  Policy Years and
Monthly Activity Dates. Policy  Anniversaries are measured from the Policy Date.
The Policy Date and the Issue Date will be the same unless: 1) an earlier Policy
Date is specifically  requested,  or 2) unless there are additional  premiums or
application amendments at time of delivery. (See Issuance of a Policy, page 24.)

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

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

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

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

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

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

SURRENDER CHARGE - This charge is assessed against the Accumulation Value of the
Policy if the Policy is Surrendered  before the 15th Policy Anniversary Date or,
in the case of an increase in the Specified Amount,  the 15th anniversary of the
increase.   The  Surrender  Charge  is  comprised  of  the  Contingent  Deferred
Administrative Charge and the Contingent Deferred Sales Charge. (See page 27.)

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

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

6    ENCORE!
<PAGE>
SUMMARY

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

                                Diagram of Policy


                                PREMIUM PAYMENTS

                       You can vary amount and frequency.
                                        
                                       
                            DEDUCTIONS FROM PREMIUMS

                        Premium Charge for Taxes - 3.5% *

                                       
                                   NET PREMIUM

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

                             DEDUCTIONS FROM ASSETS

Monthly charge for cost of insurance and cost of any riders.
Monthly charge for administrative expenses $5.00 per month.**

Daily charge,  at an annual rate of .90%*** for Policy Years 1-20,  and 0.65%***
thereafter,   from  the   subaccounts   for  mortality  and  expense  risks  and
administrative expenses. This charge is not deducted from Fixed Account assets.


    LIVING BENEFITS              RETIREMENT BENEFITS           DEATH BENEFITS

Partial  withdrawals   can   Loans may be taken at a net    Generally income tax
be   made   (subject    to   zero  interest  rate  after    free to beneficiary.
certain restrictions). The   ten   years.  
death   benefit  will   be                                  Available   as  lump
reduced   by   the  amount   Should  the   policy  lapse    sum  or   under  the
of the partial withdrawal.   while loans are outstanding    five  payment  meth-
                             the  portion  of  the  loan    ods   available   as
Up  to fifteen free trans-   attributable  to   earnings    retirement benefits.
fers   can  be  made  each   will  become  taxable dist-
year   between the Invest-   ributions. (See page 22).  
ment  Options.               
                             Payment can be taken under 
Accelerated payment  of up   one  or  more  of five dif-                       
to  50%  of  the    lowest   ferent payment options.    
scheduled  death   benefit   
is  available  under  cer-   
tain  conditions to insur-                               
eds  suffering from termi-    
nal illness.             

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

 *     maximum charge 5.0%      
 **    maximum charge $9.00/mo. 
 ***   maximum charge 1.15%     

                                                                   ENCORE!     7
<PAGE>
       
8     ENCORE!
<PAGE>   
       
                                                                   ENCORE!     9
<PAGE>
       
10     ENCORE!
<PAGE>
       
   
SUMMARY

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

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

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

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

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

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

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

                                                                  ENCORE!     11
<PAGE>
|X|FIDELITY MANAGEMENT:
                                              Money Market Portfolio
                                              Equity-Income Portfolio
                                                 Growth Portfolio
                                               High Income Portfolio
                                                Overseas Portfolio
                                              Asset Manager Portfolio
                                          Investment Grade Bond Portfolio
                                          Asset Manager: Growth Portfolio
                                                Index 500 Portfolio
                                               Contrafund Portfolio

|X|FRED ALGER MANAGEMENT:
                                                 Growth Portfolio
                                            Income and Growth Portfolio
                                          Small Capitalization Portfolio
                                                Balanced Portfolio
                                              MidCap Growth Portfolio
                                            Leveraged AllCap Portfolio
|X|MASSACHUSETTS FINANCIAL SERVICES:
                                             Emerging Growth Portfolio
                                                Utilities Portfolio
                                            World Governments Portfolio
                                                Research Portfolio
                                                Growth With Income
|X|MORGAN STANLEY ASSET MANAGEMENT:
                                              Emerging Markets Equity
                                                   Global Equity
                                               International Magnum
                                                   Asian Equity
                                                 U.S. Real Estate


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

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

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

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

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

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

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

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

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

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

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

ARE THERE ANY OTHER CHARGES ASSOCIATED WITH OWNERSHIP OF AN ENCORE! POLICY?
Certain  states  impose  premium and other taxes in  connection  with  insurance
policies such as ENCORE!  AVLIC may deduct up to 5% of each premium as a Premium
Charge for Taxes. Currently, 3.5% is deducted for this purpose.

Charges are deducted against  Accumulation  Value to cover the Cost of Insurance
under the Policy  and to  compensate  AVLIC for  administering  each  individual
ENCORE!  Policy.  These charges,  which are part of the Monthly  Deduction,  are
calculated  and paid on each  Monthly  Activity  Date.  The Cost of Insurance is
calculated  based on risk  factors  relating  to the  Insured  as  reflected  in
relevant   actuarial  tables.   The  Monthly  Deduction  also  includes  a  flat
Administrative Expense Charge. This charge, currently fixed at $5 per policy per
month,  may be  increased  during  the  life of  your  ENCORE!  Policy,  up to a
guaranteed $9 maximum (page ____).

For  its  services  in   administering   the  Account  and  Subaccounts  and  as
compensation  for bearing  certain  mortality and expense  risks,  AVLIC is also
entitled to receive fees,  which are calculated  daily during the first 20 years
of each ENCORE!  Policy,  at a combined current annual rate of .90% of the value
of the net assets of the Account.  After the 20th Policy  Anniversary  Date, the
combined  current  annual  rate is expected to decrease to .65% of the daily net
assets of the  Account.  No  Mortality  and Expense Risk Charge will be deducted
from the amounts in the Fixed Account. (page ____).
                                                                   ENCORE!    13
<PAGE>
Finally,  because  AVLIC  incurs  expenses  immediately  upon the issuance of an
ENCORE! Policy that are recovered over a period of years, an ENCORE! Policy that
is Surrendered before its 15th Policy Anniversary Date is subject to a Surrender
Charge.  The  maximum  Surrender  Charge is $40 per $1000 of  Specified  Amount;
additional  Surrender  Charges may apply if you increase the Specified Amount of
your ENCORE!  Policy. Because the Surrender Charge may be significant upon early
Surrender,  you should purchase an ENCORE! Policy only if you intend to maintain
your ENCORE! Policy for a substantial period (page ____).

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

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

Finally,  your ENCORE!  Policy will  terminate on its Maturity Date if the named
Insured is living on that date  unless you have  elected the  Extended  Maturity
Option (page ____). The Maturity Date is the Policy  Anniversary  nearest to the
Insured's  100th  birthday.  On  the  Maturity  Date,  AVLIC  will  pay  to  the
Policyowner  an amount --  referred to as the  Maturity  Benefit -- equal to the
Accumulation  Value of your ENCORE!  Policy,  less any  Outstanding  Policy Debt
(page ____).

    
AMERITAS VARIABLE LIFE INSURANCE COMPANY AND THE ACCOUNT
AMERITAS VARIABLE LIFE INSURANCE COMPANY

Ameritas  Variable Life  Insurance  Company  ("AVLIC") is a stock life insurance
company  organized in the State of Nebraska.  AVLIC was incorporated on June 22,
1983 and commenced  business  December 29, 1983. AVLIC is currently  licensed to
sell  life  insurance  in 46  states,  and the  District  of  Columbia.  AVLIC's
financial statements may be found at page 47.

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

   
On April 1, 1996 Ameritas 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.

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

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

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

Ameritas  Investment  Corp.,  the principal  underwriter  of the  policies,  may
publish in  advertisements  and reports to  Policyowners,  the ratings and other
information  assigned to Ameritas  and AVLIC by one or more  independent  rating
services 

14     ENCORE!
<PAGE>
and  charts  and  other information  concerning dollar cost averaging, portfolio
rebalancing,  earnings  sweep,  tax-deference,  asset  allocations   and   other
investment  methods.  The  purpose of the  ratings  is to reflect the  financial
strength  and/or  claims-paying  ability of AVLIC.  The ratings do not relate to
the performance of the Account.

AMERITAS VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT V

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

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

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

AVLIC may also provide individualized hypothetical illustrations of Accumulation
Value, Net Cash Surrender Value and Death Benefit based on historical investment
returns of the Funds.  These  illustrations  will  reflect  deductions  for fund
expenses  and Policy and  Account  charges,  including  the  Monthly  Deduction,
Percent  of  Premium  Charge,  and  the  Surrender  Charge.  These  hypothetical
illustrations will be based on the actual historical  experience of the funds as
if the  Subaccounts  had  been in  existence  and a Policy  issued  for the same
periods as those indicated for the funds.
   
THE FUNDS
There are  currently  twenty-six  Subaccounts  within the Account  available  to
Policyowners for new allocations.  The assets of each Subaccount are invested in
shares  of a  corresponding  portfolio  of  one of the  following  mutual  funds
(collectively,  the "Funds"):  Variable Insurance Products Fund and the Variable
Insurance Products Fund II,  (respectively,  "VIPF" and "VIPF II";  collectively
"Fidelity Funds"); the Alger American Fund ("Alger American Fund"); MFS Variable
Insurance Trust ("MFS Trust"); and Morgan Stanley Universal Funds, Inc. ("Morgan
Stanley Fund"). VIPF, which is managed by Fidelity Management & Research Company
("Fidelity")  offers the  following  portfolios:  Money  Market,  Equity-Income,
Growth, High Income and Overseas Portfolios.  VIPF II, also managed by Fidelity,
offers the following portfolios:    Asset Manager, Investment Grade Bond,  Asset
Manager: Growth, Index 500, and Contrafund Portfolios.  The Alger American Fund,
which is managed by Fred Alger Management,  Inc. ("Alger Management") offers the
following  portfolios:  Alger American Growth ("Growth"),  Alger American Income
and Growth ("Income and Growth"),  Alger American Small  Capitalization  ("Small
Capitalization"),  Alger American Balanced  ("Balanced"),  Alger American MidCap
Growth  ("MidCap  Growth"),  and Alger  American  Leveraged  AllCap  ("Leveraged
AllCap") Portfolios.  The MFS Trust, managed by Massachusetts Financial Services
Company ("MFS Co.") offers the following portfolios or series in connection with
this Policy:  MFS Emerging Growth,  MFS Utilities,  MFS World  Governments,  MFS
Research  and MFS  Growth  With  Income.  The  Morgan  Stanley  Fund  offers the
following  portfolios in connection with the Policy, all of which are managed by
Morgan Stanley Asset Management Inc. ("MSAM"):  Emerging Markets Equity,  Global
Equity, International Magnum, Asian Equity and U.S. Real Estate Portfolios. This
prospectus is accompanied by prospectuses for each of the Funds,  which describe
the  investment  objectives,  policies and risk  considerations  relating to the
respective portfolios. 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.

                                                                  ENCORE!     15
<PAGE>
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.

<TABLE>
<CAPTION>
FIDELITY FUNDS
<S>                       <C>                                                     <C>  
PORTFOLIO                  INVESTMENT POLICIES                                     OBJECTIVE
                                                                               
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.            
                                                                                   

16     ENCORE!
<PAGE>
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

                                                                  ENCORE!     17
<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.

18     ENCORE!
<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>
                                                                   ENCORE!    19
<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, 1995, was as follows:


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

<TABLE>
<CAPTION>

PORTFOLIO                      INVESTMENT ADVISORY AND              OTHER EXPENSES                     TOTAL
                                     MANAGEMENT

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

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

MORGAN STANLEY
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>

20     ENCORE!
<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 Co. has agreed to bear, subject to reimbursement, expenses for each
         of the Emerging Growth Series,  Utilities Series,  Research Series, and
         Growth With Income  Series such that each Series'  aggregate  operating
         expenses shall not exceed, on an annualized basis, 1.00% of the average
         daily net assets of the Series from  November 2, 1994 through  December
         31, 1998,  and 1.50% of the average daily net assets of the Series from
         January 1, 1999 through December 31, 2004; provided however,  that this
         obligation  may be  terminated  or  revised  at any time.  Absent  this
         expense  arrangement,  "Other Expenses" and "Total Operating  Expenses"
         would be .41% and 1.16%,  respectively, for the Emerging Growth Series;
         2.00% and 2.75%,  respectively,  for the  Utilities  Series;  .73%  and
         1.48%,  respectively,  for the Research Series;  and 1.32%  and  2.07%,
         respectively, for the Growth With Income Series.

(5)      MFS Co. has agreed to bear,  subject to  reimbursement,  until December
         31,  2004,  expenses  of the  World  Governments  Series  such that the
         Series'  aggregate  operating  expenses  do  not  exceed  1.00%,  on an
         annualized basis, of its average daily net assets.  Absent this expense
         arrangement,  "Other Expenses" and "Total  Operating  Expenses" for the
         World Governments Series would be 1.28% and 2.03%, respectively.

(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.

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

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

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

If any of these  substitutions  or changes are made,  AVLIC may, by  appropriate
endorsement,  change the Policy to reflect the substitution or change.  If AVLIC
deems  it to be in  the  best  interest  of  Policyowners,  and  subject  to any
approvals that may

                                                                   ENCORE!    21
<PAGE>
be required  under  applicable  law, the Account may be operated as a management
company  under  the  1940  Act,  it  may  be  deregistered  under  that  Act  if
registration  is no longer  required,  or it may be  combined  with other  AVLIC
separate  accounts.  To the extent  permitted by applicable  law, AVLIC may also
transfer  the assets of the  Account  associated  with the  Policies  to another
separate  account.  In addition,  AVLIC may, when permitted by law,  restrict or
eliminate  any voting  rights of  Policyowners  or other persons who have voting
rights as to the Account.

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

FIXED ACCOUNT
Policyowners  may  elect to  allocate  all or a  portion  of their  Net  Premium
payments to the Fixed  Account,  and they may also transfer  monies  between the
Account and the Fixed Account. (See Transfers, page 22.)

Payments  allocated to the Fixed Account and transferred from the Account to the
Fixed Account are placed in the General  Account.  The General Account  includes
all of AVLIC's assets,  except those assets segregated in the separate accounts.
AVLIC has the sole  discretion  to invest  the  assets of the  General  Account,
subject to  applicable  law.  AVLIC  bears an  investment  risk for all  amounts
allocated or  transferred  to the Fixed Account and interest  credited  thereto,
less any deduction for charges and expenses,  whereas the Policyowner  bears the
investment  risk that the declared rate  described  below,  will fall to a lower
rate after the  expiration of a declared  rate period.  Because of exemptive and
exclusionary  provisions,  interests  in  the  General  Account  have  not  been
registered  under the Securities Act of 1933 (the "1933 Act") nor is the General
Account  registered as an investment company under the Investment Company Act of
1940.  Accordingly,  neither the General  Account  nor any  interest  therein is
generally  subject to the provisions of the 1933 or 1940 Act. We understand that
the  staff  of the SEC has  not  reviewed  the  disclosures  in this  Prospectus
relating  to the Fixed  Account  portion  of the  Policy;  however,  disclosures
regarding  the Fixed  Account  portion of the Policy may be subject to generally
applicable  provisions of the Federal Securities Laws regarding the accuracy and
completeness of statements made in prospectuses.

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

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

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

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

The Death Benefit may, and the Accumulation Value will, vary with the investment
experience  of the  chosen  Subaccounts  of the  Account.  Thus the  Policyowner
benefits from any appreciation in value of the underlying  assets, but bears the
investment  risk of any  depreciation  in value.  As a result,  whether or not a
Policy  continues in force may depend in part upon the investment  experience of
the chosen  Subaccounts.  The failure to pay a Planned Periodic Premium will not
necessarily

22    ENCORE!
<PAGE>
cause the Policy to lapse,  but the Policy could lapse even if Planned  Periodic
Premiums  have  been  paid,  depending  upon the  investment  experience  of the
Account.  AVLIC agrees to keep the Policy in force during the  Guaranteed  Death
Benefit  Period and  provide a  Guaranteed  Death  Benefit so long as Net Policy
Funding is equal to or greater than the cumulative  monthly pro rata  Guaranteed
Death Benefit Premium.  In certain instances,  this Net Policy Funding will not,
after the payment of Monthly  Deductions,  generate  positive Net Cash Surrender
Values.

DEATH BENEFIT PROCEEDS
As long as the Policy remains in force,  AVLIC will, upon Satisfactory  Proof of
Death, pay the Death Benefit Proceeds of the Policy in accordance with the Death
Benefit option in effect at the time of the Insured's  death.  The amount of the
Death  Benefits  payable will be determined  at the end of the valuation  period
during which the Insured's  death  occurred.  The Death Benefit  Proceeds may be
paid in a lump sum or under one or more of the payment  options set forth in the
Policy. (See Payment Options, page 20.)

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

DEATH BENEFIT OPTIONS
The Policy  provides two Death  Benefit  options,  unless the Extended  Maturity
Option is in effect.  If the Extended  Maturity  Option is in effect,  the Death
Benefit will be the Accumulation Value. (See Benefits at Maturity, page 20.) The
Policyowner  selects one of the options in the  application.  The Death  Benefit
under either option will never be less than the current  Specified Amount of the
Policy  as  long  as  the  Policy  remains  in  force.  (See  Policy  Lapse  and
Reinstatement,  page 25.) The  minimum  initial  Specified  Amount is  generally
$500,000  for  Insureds  ages 20-49 and  $250,000 for those who are 50 or older.
Defined differences, illustrated by graphic illustrations are as follows:

OPTION A.

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


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

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


OPTION B.

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

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


                                                                  ENCORE!     23
<PAGE>
Under Option B, the Death Benefit is equal to the current  Specified Amount plus
the Accumulation Value of the Policy or, if greater,  the applicable  percentage
of the Accumulation Value on the date of death. The applicable percentage is the
same as under Option A: 250% for Insureds  with an attained age 40 or younger on
the policy  anniversary  prior to the date of death,  and for  Insureds  with an
attained  age  over 40 on  that  policy  anniversary  the  percentage  declines.
Accordingly,  under Option B the amount of the Death Benefit will always vary as
the  Accumulation  Value  varies  (but  will  never be less  than the  Specified
Amount.)  Policyowners who prefer to have favorable investment  performance,  if
any, reflected in increased insurance coverage,  rather than higher Accumulation
Values, generally should select Option B.

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

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

No charges will be imposed upon a change in Death Benefit option,  nor will such
a change  in and of  itself  result in an  immediate  change in the  amount of a
Policy's  Accumulation Value.  However, a change in the Death Benefit option may
affect the Cost of Insurance  because this charge varies depending on net amount
at risk (i.e.  the amount by which the Death  Benefit as calculated on a Monthly
Activity Date exceeds the Accumulation Value on that date). Changing from Option
B to Option A will generally  decrease the net amount at risk in the future, and
will therefore decrease the Cost of Insurance.  Changing from Option A to Option
B will  generally  result  in an  increase  in the Cost of  Insurance  over time
because the Cost of Insurance Rate will increase with the Insured's age, and the
net amount at risk will generally remain level. If, however, the change was from
Option B to  Option  A,  the Cost of  Insurance  Rate may be  different  for the
increased  Death  Benefit.  On a change from Option A to Option B, the Specified
Amount will decrease so that the Cost of Insurance  Rate may be different.  (See
Charges and Deductions, page 26 and Federal Tax Matters, page 31.)

CHANGE IN  SPECIFIED  AMOUNT.  Subject to certain  limitations,  after the first
policy year, a Policyowner  may increase or decrease the  Specified  Amount of a
Policy.  A change in Specified  Amount may affect the Cost of Insurance rate and
the net  amount  at risk,  both of which  may  affect  a  Policyowner's  Cost of
Insurance and have Federal Tax consequences.  (See Charges and Deductions,  page
26 and Federal Tax Matters, page 31.)

Any increase or decrease in the  Specified  Amount will become  effective on the
Monthly  Activity Date on or following the date a written request is approved by
AVLIC.  The  Specified  Amount of a Policy may be changed only once per year and
AVLIC  may limit the size of a change in a Policy  Year.  The  Specified  Amount
remaining in force after any requested  decrease,  may not be less than $500,000
for  Insureds  with an Issue Age of 49 or less and  $250,000  for those  with an
Issue Age of 50 or more in the first three Policy Years.  In later Policy Years,
the Specified  Amount  remaining in force  following a decrease must be at least
$400,000 for Insureds  with an Issue Age 20-49 and $200,000 for those with Issue
Ages of 50-80. In addition,  if following the decrease in Specified Amount,  the
Policy would not comply with the maximum premium limitations required by Federal
Tax Law the decrease may be limited or Accumulation Value may be returned to the
Policyowner at the Policyowner's election, to the extent necessary to meet these
requirements. (See Premiums, page 24.)

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

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

24     ENCORE!
<PAGE>
DURATION OF THE POLICY
The duration of the Policy generally  depends upon the  Accumulation  Value. The
Policy  will  remain  in  force  so long  as the Net  Cash  Surrender  Value  is
sufficient  to pay the Monthly  Deduction  or if the  Guaranteed  Death  Benefit
provision is in effect.  (See Charges from Accumulation  Value, page 26.) Where,
however,  the Net  Cash  Surrender  Value  is  insufficient  to pay the  Monthly
Deduction  and the Grace  Period  expires  without  an  adequate  payment by the
Policyowner,  the Policy will lapse and  terminate  without  value.  (See Policy
Lapse and Reinstatement, page 25.)

ACCUMULATION VALUE
The  Accumulation  Value will reflect the  investment  performance of the chosen
Investment  Options,  the net premiums  paid, any partial  withdrawals,  and the
charges  assessed in connection  with the Policy.  A Policyowner may at any time
Surrender  the Policy and receive the Policy's Net Cash  Surrender  Value.  (See
Surrenders, page 22.) There is no guaranteed minimum Accumulation Value.

Accumulation  Value is determined on each Valuation Date. On the Issue Date, the
Accumulation  Value will equal the portion of any Net Premium  allocated  to the
Investment  Options,  reduced  by the  portion  of the first  Monthly  Deduction
allocated  to  the  Investment   Options.   (See   Allocation  of  Premiums  and
Accumulation   Value,  page  25.)  Thereafter,   on  each  Valuation  Date,  the
Accumulation Value of a Policy will equal:

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

(b)  The value of the Fixed Account; plus

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

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

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

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

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

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

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

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

THE UNIT  VALUE.  The unit  value of each  Subaccount  reflects  the  investment
performance  of that  Subaccount.  The unit  value of each  Subaccount  shall be
calculated by (i) multiplying the per share net asset value of the corresponding
Fund  portfolio  on the  Valuation  Date times the number of shares  held by the
Subaccount,  before the purchase or redemption  of any shares on that  Valuation
Date; minus (ii) a charge not exceeding an annual rate of .90% for mortality and
expense  risk;  minus  (iii) a charge not  exceeding  an annual rate of .25% for
administrative  service  expenses;  and (iv)  dividing  the  result by the total
number  of units  held in the  Subaccount  on the  Valuation  Date,  before  the
purchase or redemption of any units on that Valuation  Date.  (See Daily Charges
Against the Account, page 28.)

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

                                                                   ENCORE!    25
<PAGE>
BENEFITS AT MATURITY
If the Insured is living,  AVLIC will pay the Accumulation  Value of the Policy,
less Outstanding  Policy Debt ("Maturity  Benefits") on the Maturity Date to the
Policyowner.  The Policy will mature on the Policy  Anniversary Date nearest the
Insured's  100th birthday,  if living,  unless the maturity has been extended by
election of the Extended  Maturity  Option.  The Extended  Maturity  Option,  if
elected,  has the  effect of  continuing  the  Policy in force for  purposes  of
providing a benefit at the time of the Insured's  death.  The Death Benefit will
be the  Accumulation  Value.  The Extended  Maturity  Option does not,  however,
extend the Maturity Date for purposes of  determining  benefits  under any other
option or rider. Once the Extended Maturity Option becomes effective, no further
premium  payments  will be accepted  and no  deduction  will be made for Cost of
Insurance or riders.  As long as the policy continues in force, all other policy
provisions  will  remain in effect.  Interest on policy  loans will  continue to
accrue and become part of the Outstanding Policy Debt.

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

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

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

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

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

OPTION  B--FIXED  PERIOD  PAYMENT  OPTION.  Equal  payments will be made for any
period selected up to 20 years.

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

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

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

POLICY RIGHTS

LOAN BENEFITS
LOAN PRIVILEGES.  After the first Policy  Anniversary  Date, the Policyowner may
borrow an amount up to the current Net Cash  Surrender  Value less twelve  times
the most recent Monthly  Deduction,  at regular or, as described below,  reduced
loan  rates.  Loans  usually  are funded  within  seven days after  receipt of a
written request. The loan may be repaid at any time while the 

26     ENCORE!
<PAGE>
Insured is living,  prior to the Maturity Date.  Policyowners  in certain states
may  borrow  100%  of the Net  Cash  Surrender  Value  after  deducting  Monthly
Deductions  and any interest on policy loans that will be due for the  remainder
of the Policy Year. Loans may have a tax consequence.  (See Federal Tax Matters,
page 31.)

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

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

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

OUTSTANDING  POLICY DEBT.  The  Outstanding  Policy Debt equals the total of all
policy loans and accrued  interest on policy loans.  If the  Outstanding  Policy
Debt exceeds the  Accumulation  Value less any Surrender  Charge and any Accrued
Expense Charges,  the Policyowner must pay the excess.  AVLIC will send a notice
of the amount which must be paid. If the Policyowner  does not make the required
payment  within the 61 days  after  AVLIC  sends the  notice,  the  Policy  will
terminate  without value  ("lapse".)  Should the policy lapse while policy loans
are outstanding,  the portion of the loans  attributable to earnings will become
taxable.  A Policyowner  may lower the risk of a Policy  lapsing while loans are
outstanding as a result of a reduction in the market value of investments in the
Subaccounts  by  investing  in a  diversified  group  of lower  risk  investment
portfolios  and/or  transferring  the funds to the Fixed Account and receiving a
guaranteed rate of return.  Should a substantial  reduction be experienced,  the
Policyowner may need to lower  anticipated  withdrawals and loans,  repay loans,
make additional premium payments,  or take other action to avoid policy lapse. A
lapsed Policy may later be reinstated. (See Policy Lapse and Reinstatement, page
25.)

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

SURRENDERS
At any time during the lifetime of the Insured and prior to the  Maturity  Date,
the Policyowner may partially  withdraw a portion of the  Accumulation  Value or
Surrender the Policy by sending a written request to AVLIC. The amount available
for Surrender is the Net Cash Surrender Value at the end of the Valuation Period
during  which  the  Surrender  request  is  received  at  AVLIC's  Home  Office.
Surrenders  will  generally  be paid within seven days of receipt of the written
request.  (See  Postponement  of  Payments,  page 30.)  Surrenders  may have tax
consequences.  Once a policy is Surrendered,  it may not be reinstated. (See Tax
Treatment of Policy Proceeds, page 32.)

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


                                                                  ENCORE!     27
<PAGE>
PARTIAL WITHDRAWALS
Partial withdrawals are irrevocable.  The amount of a partial withdrawal may not
be less than $500. The Net Cash Surrender Value after a partial  withdrawal must
be at least $1,000 or an amount  sufficient  to maintain the Policy in force for
the remainder of the Policy Year.

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

The Death  Benefit will be reduced by the amount of any partial  withdrawal  and
may affect the way in which the cost of insurance  charge is calculated  and the
amount of pure insurance  protection under the Policy.  (See Monthly Deduction -
Cost of  Insurance,  page 26 and Death  Benefit  Options--Methods  of  Affecting
Insurance  Protection,  page 19.) If Option B is in effect, the Specified Amount
will not change, but the Accumulation Value will be reduced.

The Specified  Amount  remaining in force after a partial  withdrawal may not be
less than  $500,000 for Insureds  with an Issue Age of 49 or less,  and $250,000
for those with an Issue Age of 50 or more in the first three  Policy  Years.  In
later Policy Years,  the Specified Amount remaining in force following a partial
withdrawal must be at least $400,000 for Insureds with an Issue Age of 20-49 and
$200,000  for  those  with  Issue  Ages of  50-80.  Any  request  for a  partial
withdrawal that would reduce the Specified  Amount below this amount will not be
implemented. A fee not to exceed the lesser of $50 or 2% of the amount withdrawn
is deducted from the Accumulation Value. Currently,  the charge is the lesser of
$25 or 2% of the amount withdrawn.  (See Partial  Withdrawal  Charge,  page 28.)
Partial  withdrawals will also affect Net Policy Funding for determining whether
the Guaranteed Death Benefit provision is met.

TRANSFERS
   
Accumulation  Value may be transferred  among the Subaccounts of the Account and
to the Fixed Account as often as desired. Transfers out of the Fixed Account may
only be made during the 30 day period following the Policy  Anniversary Date, as
noted below.  The transfers  may be ordered in person,  by mail or by telephone.
The total amount  transferred each time must be at least $250, or the balance of
the  Subaccount,  if less. The minimum amount that may remain in a Subaccount or
the Fixed  Account  after a transfer is $100.  The first  fifteen  transfers per
Policy Year will be permitted free of charge.  Thereafter,  a transfer charge of
$10 may be imposed  each  additional  time amounts are  transferred  and will be
deducted from the Accumulation  Value on a pro rata basis. (See Transfer Charge,
page 28.) Additional restrictions on transfers may be imposed at the fund level.
Specifically,  fund managers may have the right to refuse  sales,  or suspend or
terminate the offering of portfolio  shares,  if they determine that such action
is necessary in the best interests of the  portfolio's  shareholders.  If a fund
manager refuses a transfer  for any reason,  the  transfer  will not be allowed.
AVLIC will not be able to process  the  transfer  if the fund  manager  refuses.
Transfers resulting from policy loans or exercise of the exchange privilege will
not be subject to a transfer charge.
    

Transfers  out of the Fixed  Account,  unless part of the dollar cost  averaging
systematic  program  described  below, may be made only during the 30 day period
following the Policy Anniversary Date in any Policy Year. However, transfers out
of the Fixed  Account are limited to the greater of (i) 25% of the Fixed Account
attributable  to the Policy;  (ii) the largest  transfer made by the Policyowner
out of the Fixed Account during the last 13 months; or (iii) $1,000.

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

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

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

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

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

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

FREE-LOOK PRIVILEGE
The  Policyowner  may  cancel the  Policy  within 10 days after the  Policyowner
receives it, within 10 days after AVLIC  delivers a notice of the  Policyowner's
right  of  cancellation,  or  within  45  days  of  completing  Part  I  of  the
application,  whichever  is later.  The  amount of the  refund is the sum of all
charges  deducted from  premiums  paid,  plus the net premiums  allocated to the
Investment  Options adjusted by investment gains and losses, if allowed by state
law. Otherwise,  the amount of the refund will equal the gross premiums paid. To
cancel the  Policy,  the  Policyowner  should mail or deliver it to AVLIC at the
Home Office.  A refund of premiums  paid by check may be delayed until the check
has cleared the Policyowner's bank. (See Postponement of Payments, page 30.)

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

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

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

PAYMENT AND ALLOCATION OF PREMIUMS
ISSUANCE OF A POLICY
Individuals wishing to purchase a Policy must complete an application and submit
it to AVLIC's Home Office (One Ameritas  Way,  5900 "O" Street,  P.O. Box 82550,
Lincoln,  Nebraska 68501.) A Policy will generally be issued only to individuals
20-80 years of age on their nearest birthday who supply satisfactory evidence of
insurability to AVLIC.  Acceptance is subject to AVLIC's underwriting rules, and
AVLIC reserves the right to reject an application for any reason.

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

When all required  premiums and  application  amendments  have been  received by
AVLIC in its Home  Office,  the Issue Date will be the date the Policy is mailed
to the  Policyowner or sent to the agent for delivery to the  Policyowner.  When
application  amendments or additional premiums need to be obtained upon delivery
of the Policy,  the Issue Date will be when the Policy  receipt,  Federal  Funds
(monies of member  banks  within the Federal  Reserve  System  which are held on
deposit at a Federal 

                                                                  ENCORE!     29
<PAGE>
Reserve  Bank)  are  received  and  available  to  AVLIC,  and  the  application
amendments are received and reviewed in AVLIC's Home Office.  On the Issue Date,
the initial premium payment will be allocated to the Money Market Subaccount for
13 days. After the expiration of the 13-day period,  the Accumulation Value will
be reallocated to the Investment Options as selected by the Policyowner.

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

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

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

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

Policyowners  can also  change the  frequency  and  amount of  Planned  Periodic
Premiums  by  sending a  written  request  to the Home  Office,  although  AVLIC
reserves the right to limit any increase.  Premium  payment notices will be sent
annually,  semi-annually  or  quarterly,  depending  upon the  frequency  of the
Planned Periodic  Premiums.  Payment of the Planned  Periodic  Premiums does not
guarantee that the Policy  remains in force unless the Guaranteed  Death Benefit
provision is in effect.  Instead,  the  duration of the Policy  depends upon the
Policy's Net Cash Surrender Value. (See Duration of the Policy, page 19.) Unless
the Guaranteed  Death Benefit  provision is in effect,  even if Planned Periodic
Premiums  are paid by the  Policyowner,  the Policy  will lapse any time the Net
Cash Surrender Value is insufficient to pay the Monthly Deduction, and the Grace
Period   expires   without  a   sufficient   payment.   (See  Policy  Lapse  and
Reinstatement, page 25.)

PREMIUM  LIMITATIONS.  AVLIC's current minimum limitation is $45, $15 if paid by
automatic bank draft. AVLIC currently has no maximum limitation,  other than the
current  maximum  premium  limitations  established  by federal tax laws.  AVLIC
reserves  the right to change any  limitation.  In no event may the total of all
premiums paid, both planned and unscheduled,  exceed the current maximum premium
limitations established by federal tax laws. (See Tax Status of the Policy 32.)

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

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

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

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

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

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

The notice will  specify the premium  required to keep the Policy in force.  The
required  premium will be equal to the greater of the amount  necessary to cover
the  Monthly  Deductions  and Percent of Premium  Charges  for the three  Policy
Months after  commencement of the Grace Period, or the amount necessary to raise
the Net Cash Surrender Value as of the date of reinstatement above zero. Failure
to pay the required  premium within the Grace Period will result in lapse of the
Policy.  If the  Insured  dies  during the Grace  Period,  any  overdue  Monthly
Deductions and  Outstanding  Policy Debt will be deducted from the Death Benefit
Proceeds. (See Charges and Deductions, page 26.)

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

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

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

c. Policy  cannot be reinstated if it has been Surrendered for its full Net
   Cash Surrender Value;

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

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

   (2)   three times the current Monthly Deduction.

The amount of Accumulation  Value on the date of reinstatement  will be equal to
the amount of the Net Cash  Surrender  Value on the date of lapse,  increased by
the premium paid at  reinstatement,  less the Percent of Premium Charges and the
amounts stated above, plus that part of the Contingent Deferred Sales Charge and
Contingent  Deferred  Administrative  Charge that would apply if the Policy were
Surrendered on the date of reinstatement.  The last addition to the Accumulation
Value is designed to avoid  duplicate  Surrender  Charges.  The original  Policy
Date, and the dates of increases in the Specified Amount (if  applicable),  will
be used for purposes of calculating  the Surrender  Charge.  If any  Outstanding
Policy Debt was reinstated,  that debt will be held in AVLIC's General  Account.
Accumulation   Value   calculations   will  then  proceed  as  described   under
"Accumulation Value" on page 19.


                                                                  ENCORE!     31
<PAGE>
The effective date of  reinstatement  will be the first Monthly Activity Date on
or  next  following  the  date of  approval  by  AVLIC  of the  application  for
reinstatement.

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

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

PREMIUM  CHARGE FOR TAXES.  A deduction  of up to 5% of the premium is made from
each premium payment to pay applicable taxes;  currently the charge is 3.5%. The
deduction  represents  an amount  AVLIC  considers  necessary to pay all premium
taxes imposed by the states and their  subdivisions,  and to defray the tax cost
due to  capitalizing  certain  policy  acquisition  expenses as  required  under
applicable  Federal tax laws.  (See Federal Tax Matters page 31.) AVLIC does not
expect to derive a profit from the Premium Charge for Taxes.

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

ADMINISTRATIVE   EXPENSE   CHARGE.   To   compensate   AVLIC  for  the  ordinary
administrative expenses expected to be incurred in connection with a Policy, the
Monthly  Deduction  includes a $9.00 per policy  charge  (currently  $5.00.) The
Administrative Expense Charge is levied throughout the life of the Policy and is
guaranteed not to increase above $9.00 per month.  AVLIC does not expect to make
any profit from the Administrative Expense Charge.

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

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

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

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

RATING  CLASS.  The rating class of an Insured will affect the Cost of Insurance
Rate.  AVLIC  currently  places  Insureds into both standard  rating classes and
substandard rating classes that involve a higher mortality risk. In an otherwise
identical policy, an Insured in the standard rating class will have a lower Cost
of Insurance Rate than an Insured in a rating class with higher mortality risks.
If, when issued,  a Policy is rated with a tabular extra rating,  the guaranteed
rate is a multiple of the 

32    ENCORE!
<PAGE>
guaranteed  rate for a  standard  issue.  This  multiple  factor is shown in the
Schedule  of  Benefits  in the  Policy,  and  may be from  1.18  to 4 times  the
guaranteed rate for a standard issue.

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

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

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

The  Contingent  Deferred  Administrative  Charge  is an  amount  per  $1,000 of
Specified  Amount  that  varies by Issue Age and sex.  It is 60% of the  maximum
Surrender Charge not to exceed $24 per $1,000 of Specified Amount.

The  Contingent  Deferred  Sales  Charge will be based upon the actual  premiums
received.  It will  be  calculated  as the  lesser  of (i)  30% of the  premiums
received up to the SEC Guideline  Premium,  plus 10% of the premiums received in
excess of the SEC  Guideline,  up to an amount equal to twice the SEC  Guideline
Premium,  plus 9% of the premiums received in excess of the second SEC Guideline
Premium; or (ii) 40% of the maximum Surrender Charge not to exceed $16 per $1000
of Specified Amount.

The Surrender  Charge,  if  applicable,  will be applied in accordance  with the
following  schedule.  Because the Surrender Charge may be significant upon early
Surrender, prospective Policyowners should purchase a Policy only if they do not
intend to Surrender the Policy for a substantial period.
<TABLE>
<CAPTION>
 Policy Year      Percent of Surrender            Policy Year             Percent of Surrender
                  Charge maximum that                                   Charge maximum that will
                will apply during Policy                                apply during Policy Year
                          Year
    <S>                 <C>                          <C>                          <C> 
     1-5                 100%                         11                           40%
      6                   90%                         12                           30%
      7                   80%                         13                           20%
      8                   70%                         14                           10%
      9                   60%                         15+                           0%
     10                   50%
</TABLE>
                                                                 
No Surrender  Charge will be assessed upon decreases in the Specified  Amount of
the Policy or partial  withdrawals of Accumulation  Value. AVLIC will,  however,
assess Surrender  Charges due to increases in Specified  Amount.  The Contingent
Deferred Sales Charge  component of the Surrender  Charge on such increases will
be assessed  based on the premiums  allocated to the increase,  at the lesser of
(i) 15% of the allocated premiums received up to the SEC Guideline Premium, plus
5% of the allocated premiums received in excess of the SEC Guideline Premium for
the increase,  up to an amount equal to twice the SEC Guideline  Premium for the
increase,  plus 4.5% of the  allocated  premiums  received  in excess of two SEC
Guideline  Premium(s)  for the  increase;  or (ii) 40% of the maximum  Surrender
Charge applicable to the increase. The Contingent Deferred Administrative Charge
component of the Surrender  Charge on increases in the Specified  Amount will be
assessed as noted above with respect to the initial Specified Amount. It will be
based on the  Attained  Age at the time of the  increase  and the  amount of the
increase in the Specified Amount.  Surrender Charges in increases in the initial
Specified  Amount will be applied with respect to Surrenders  within 15 years of
the date of the increase.

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

                                                                  ENCORE!     33
<PAGE>
mortality  and expense risk  charges,  and other  charges made under the Policy.
AVLIC believes that this  distribution  financing  arrangement  will benefit the
Account and the Policyowners.

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

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

DAILY CHARGES AGAINST THE ACCOUNT
A daily Mortality and Expense Risk Charge will be deducted from the value of the
net assets of the Account to  compensate  AVLIC for  mortality and expense risks
assumed in  connection  with the Policy.  This daily  charge from the Account is
currently  at the rate of  0.00245%  (equivalent  to an annual rate of .90%) for
Policy Years 1-4 and 0.001775% (equivalent to an annual rate of .65%) for Policy
Years 5-20.  After the  twentieth  year the daily  charge will be applied at the
rate of  0.001366%  (equivalent  to an annual  rate of .50%) and will not exceed
 .90% of the average  daily net assets of the  Account.  The daily charge will be
deducted from the net asset value of the Account, and therefore the Subaccounts,
on each Valuation Date. Where the previous day or days was not a Valuation Date,
the deduction on the Valuation Date will be the applicable daily rate multiplied
by the number of days since the last  Valuation  Date.  No Mortality and Expense
Risk Charges will be deducted from the amounts in the Fixed Account.

AVLIC  believes  that  this  level of charge  is  within  the range of  industry
practice for comparable  flexible premium variable universal life policies.  The
mortality  risk  assumed by AVLIC is that  Insureds  may live for a shorter time
than assumed,  and that an aggregate  amount of Death Benefits greater than that
assumed  accordingly  will be paid.  The expense risk  assumed is that  expenses
incurred   in  issuing  and   administering   the   policies   will  exceed  the
administrative charges provided in the policies.

An Asset Based  Administrative  Expense  Charge  will also be deducted  from the
value of the net assets of the Account on a daily basis. Currently,  there is no
charge  applied for Policy  Years 1-4.  Thereafter,  this charge is applied at a
rate of 0.000683%  (equivalent  to .25% annually) for Policy Years 5-20 and at a
rate of 0.000409% (equivalent to .15% annually) for each Policy Year thereafter.
The rate of this  charge  will  never  exceed  .25%  annually.  No  Asset  Based
Administrative  Expense  Charge will be  deducted  from the amounts in the Fixed
Account.

In addition to the charges against the Account described just above,  management
fees and expenses will be assessed by Fidelity,  Alger, MFS Co. and MSAM against
the amounts  invested  in the  various  portfolios.  No  portfolio  fees will be
assessed against amounts placed in the Fixed Account.
                                                                     
AVLIC may receive  administrative  fees from the investment  advisers of certain
Funds.  AVLIC currently does not assess a separate charge against the Account or
the Fixed  Account for any  Federal,  state or local  income  taxes.  AVLIC may,
however,  make such a charge in the future if income or gains within the Account
will incur any Federal,  or any significant state or local income tax liability,
or if the Federal, state or local tax treatment of AVLIC changes.

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

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


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

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

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

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

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

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

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

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

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

                                                                  ENCORE!     35
<PAGE>
ADDITIONAL INSURANCE BENEFITS (RIDERS.) Subject to certain requirements,  one or
more of the following  additional insurance benefits may be added to a Policy by
rider.  All  riders  are not  available  in all  states.  The cost,  if any,  of
additional insurance benefits will be deducted as part of the Monthly Deduction.
(See Charges From Accumulation Value - Monthly Deduction, page 26.)

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

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

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

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

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

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

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

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

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

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

DISTRIBUTION OF THE POLICIES
The principal  underwriter for the policies is AIC, a wholly owned subsidiary of
AMAL Corporation and an affiliate of AVLIC. AIC is registered as a broker-dealer
with the SEC and is a member of the National  Association of Securities  Dealers
("NASD").  AVLIC  pays AIC for  acting  as the  principal  underwriter  under an
Underwriting Agreement.

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

36     ENCORE!
<PAGE>
Under these selling  agreements,  AVLIC pays  commission to the  broker-dealers,
which in turn pay  commissions to the Registered  Representative  who sells this
Policy.  During the first Policy Year,  the commission may equal an amount up to
95% of the first year target premium paid plus the first year cost of any riders
and 2% for premiums paid in excess of the first year target premium.  For Policy
Years two through four,  the commission may equal an amount up to 2% of premiums
paid.  Broker-dealers may also receive a service fee up to an annualized rate of
 .25% of the Accumulation Value beginning in the fifth Policy Year.  Compensation
arrangements  may vary among  broker-dealers.  In  addition,  AVLIC may also pay
override payments,  expense allowances,  bonuses,  wholesaler fees, and training
allowances. Registered Representatives who meet certain production standards may
receive  additional  compensation.  AVLIC may  reduce or waive the sales  charge
and/or other charges on any Policy sold to  directors,  officers or employees of
AVLIC or any of its affiliates,  employees and registered representatives of any
broker dealer that has entered into a sales  agreement with AVLIC or AIC and the
spouses or children of the above persons. In no event will any such reduction or
waiver be permitted where it would be unfairly discriminatory to any person.

FEDERAL TAX MATTERS
The following  discussion  provides a general  description of the federal income
tax  considerations  associated  with the  Policy  and does  not  purport  to be
complete or cover all situations. This discussion is not intended as tax advice.
No attempt has been made to consider in detail any applicable state or other tax
(except  premium  taxes,  see discussion  "Premium  Charge for Taxes," page 26 )
laws. This discussion is based upon AVLIC's  understanding  of the relevant laws
at the time of  filing.  Counsel  and other  competent  tax  advisors  should be
consulted for more  complete  information  before a Policy is  purchased.  AVLIC
makes no  representation  as to the  likelihood of the  continuation  of present
federal  income  tax laws nor of the  interpretations  by the  Internal  Revenue
Service. Federal tax laws are subject to change and thus tax consequences to the
Insured, Policyowner or Beneficiary may be altered.

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

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

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

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

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

     Certain  benefits  the  Insured may elect under this Policy may be material
     changes  affecting the 7-pay premium test.  These include  changes in Death
     Benefits and changes in the  Specified  Amount.  Should the Policy become a
     "modified  endowment  contract"  partial or full  Surrenders,  assignments,
     pledges,  and loans (including loans to pay loan interest)

                                                                   ENCORE!    37
<PAGE>
     under  the  Policy  will  be  taxable  to  the extent of any gain under the
     Policy.   A  10%  penalty  tax  also applies to the taxable  portion of any
     distribution   prior to the Insured's  age 59 1/2. The 10% penalty tax does
     not apply if  the  Insured is disabled as defined  under the Code or if the
     distribution  is paid out in the form of a life annuity on the life of  the
     Insured or the joint lives of the Insured  and  Beneficiary.  One may avoid
     a Policy  becoming a modified endowment contract by, among   other  things,
     not making excessive payments or reducing  benefits.   Should  one  deposit
     excessive  premiums  during a policy year, that portion that is returned by
     the insurance company  within  60 days  after the policy  anniversary  will
     reduce the premiums  paid to avoid the Policy becoming a modified endowment
     contract. A Policyowner should contact a competent tax professional  before
     paying  additional  premiums  or  making  other  changes  to  the Policy to
     determine whether such payments or changes would cause the Policy to become
     a modified endowment contract.

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

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

     In   connection   with  the  issuance  of   regulations   relating  to  the
     diversification requirements,  the Treasury announced that such regulations
     do not provide  guidance  concerning  the extent to which owners may direct
     their   investments  to  particular   divisions  of  a  separate   account.
     Regulations  in this  regard may be issued in the  future.  It is not clear
     what these  regulations  will provide nor whether they will be  prospective
     only. It is possible that when regulations are issued,  the Policy may need
     to be modified  to comply with such  regulations.  For these  reasons,  the
     Company reserves the right to modify the Policy as necessary to prevent the
     Policyowner from being considered the owner of the assets of the Account or
     otherwise to qualify the Policy for favorable tax treatment.

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

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

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

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

     The right to exchange  the Policy for a flexible  premium  adjustable  life
     insurance  policy (See  Exchange  Privilege,  page 23), the right to change
     owners (See General  Provisions,  page 29), and the  provision  for partial
     withdrawals (See Surrenders,  page 22) may have tax consequences  depending
     on the circumstances of such exchange, change, or

38     ENCORE! 
<PAGE>
     withdrawal.  Upon  complete  Surrender or when Maturity  Benefits are paid,
     if the amount  received plus any Outstanding  Policy Debt exceeds the total
     premiums paid (the "basis"),  that  are not treated as previously withdrawn
     by the Policyowner, the excess generally will be taxed as ordinary income.

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

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

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

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

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

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

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


                                                                  ENCORE!     39
<PAGE>
In addition,  AVLIC is subject to the insurance  laws and  regulations  of other
states  within  which it is  licensed or may become  licensed  to  operate.  The
policies  offered by the  Prospectus  are  available  in the  various  states as
approved.  Generally,  the  Insurance  Department of any other state applies the
laws of the state of domicile in determining permissible investments.


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

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

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

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

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

WAYNE E. BREWSTER, SENIOR VICE PRESIDENT-VARIABLE SALES*
Vice President-Variable Sales: ALIC.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

   
EXPERTS
The financial statements of AVLIC as of December 31, 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. 
    
                                                                  ENCORE!     41
<PAGE>
Actuarial  matters  included in this  Prospectus have been examined by Thomas P.
McArdle,  Assistant  Vice  President  and  Associate  Actuary of  Ameritas  Life
Insurance  Corp.,  as  stated  in  the  opinion  filed  as  an  exhibit  to  the
registration statement.

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

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

                                                         
42     ENCORE!
<PAGE>
                          Independent Auditors' Report



Board of Directors
Ameritas Variable Life
  Insurance Company
Lincoln, Nebraska

    We have  audited  the  accompanying  statement  of net  assets  of  Ameritas
Variable Life Insurance  Company Separate Account V as of December 31, 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

                                                                  ENCORE!     43
<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>
44     ENCORE!
<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>

                                                                   ENCORE!    45
<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.

46     ENCORE!
<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>

                                                                  ENCORE!     47
<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.

48     ENCORE!
<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>

                                                                  ENCORE!     49
<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

50     ENCORE!
<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>

                                                                  ENCORE!     51
<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>

52     ENCORE!
<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>

                                                                  ENCORE!     53
<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>

54     ENCORE!
<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.

                                                                  ENCORE!     55
<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.

56     ENCORE!
<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>

                                                                  ENCORE!     57
<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>

58     ENCORE!
<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.

                                                                  ENCORE!     59
<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.

60     ENCORE!
<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.

                                                                  ENCORE!     61
<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 63 through 66  illustrate a Policy issued
to a male,  age  45,  under  a  Preferred  rate  non-tobacco  underwriting  risk
classification.  This policy provides for a standard tobacco use and non-tobacco
use, and preferred  non-tobacco  classification  and different rates for certain
specified  amounts.  The cash values and death  benefits would be different from
those shown if the gross annual  investment rates of return averaged 0%, 6%, and
12% over a period of years,  but  fluctuated  above and below those averages for
individual  policy  years,  or if  the  Insured  were  assigned  to a  different
underwriting risk classification.

The second column of the tables shows the accumulated value of the premiums paid
at 5%. The  following  columns  show the death  benefits and the cash values for
uniform  hypothetical rates of return shown in these tables. The tables on pages
63 and 65 are based on the current  cost of  insurance  rates,  current  expense
deductions and the maximum percent of premium loads.  These reflect the basis on
which  AVLIC  currently  sells  its  Policies.  The  maximum  allowable  cost of
insurance rates under the Policy are based upon the 1980 Commissioner's Standard
Ordinary  Smoker and  Non-Smoker,  Male and Female  Mortality  Tables (Smoker is
referenced for tobacco use rates;  Non-Smoker is referenced for  non-tobacco use
rates).  Since these are recent tables and are split to reflect  tobacco use and
sex, the current cost of insurance rates used by AVLIC are at this time equal to
the maximum cost of insurance rates for many ages. AVLIC anticipates  reflecting
future  improvements in actual mortality  experience through  adjustments in the
current  cost of  insurance  rates  actually  applied.  AVLIC  also  anticipates
reflecting  any future  improvements  in expenses  incurred  by  applying  lower
percent of premiums of loads and other expense  deductions.  The death  benefits
and  cash  values  shown  in the  tables  on  pages  64 and 66 are  based on the
assumption that the maximum allowable cost of insurance rates as described above
and maximum  allowable  expense  deductions are made  throughout the life of the
Policy.

The amounts  shown for the death  benefits,  surrender  values and  accumulation
values  reflect the fact that the net  investment  return of the  Subaccounts is
lower than the  gross,  after-tax  return of the  assets  held in the Funds as a
result of expenses paid by the Fund and charges levied against the  Subaccounts.
The values shown take into account an average of the daily  management  fee paid
by each portfolio  available for investment (the equivalent to an annual rate of
 .69% of the aggregate  average daily net assets of the Fund), the other expenses
incurred by the Fund (.20%),  and the daily  charge by AVLIC to each  Subaccount
for assuming  mortality and expense risks (which is equivalent to a charge at an
annual rate of .90% for policy years 1-20 and 0.65%  thereafter  on pages 63 and
65 and at an annual  rate of 1.15% on pages 64 and 66 of the  average net assets
of the Subaccounts).  The Investment  Advisor or other affiliates of the various
funds have agreed to reimburse  the  portfolios to the extent that the aggregate
operating  expenses  (certain  portfolio's  may exclude  certain  items) were in
excess of an  annual  rate of 1.00% for the High  Income,  Contrafund  and Asset
Manager:  Growth Portfolios,  1.50% for the  Equity-Income,  Growth and Overseas
Portfolios,  .80% for the Investment  Grade Bond Portfolio,  1.25% for the Asset
Manager  Portfolio,  .28% for the  Index  500  Portfolio,  1.25%  for the  Alger
American Income and Growth and Alger American Balanced Portfolio;  1.50% for the
Alger  American  Small  Capitalization,  Alger American  Mid-Cap  Growth,  Alger
American Leveraged All Cap, and Alger American Growth Portfolios,  1.00% for the
MFS Emerging Growth, MFS Utilities, MFS World Governments, MFS Research, and MFS
Growth With Income Portfolios of daily net assets. These agreements are expected
to continue in future years but may be  terminated  at any time.  As long as the
expense limitations continue for a portfolio,  if a reimbursement occurs, it has
the effect of lowering the  portfolio's  expense ratio and  increasing its total
return.  The illustrated  gross annual investment rates of return of 0%, 6%, and
12% were computed  after  deducting  fund expenses and correspond to approximate
net annual rates of -1.79%,  4.21%, and 10.21% respectively,  for years 1-20 and
- -1.54%, 4.46% and 10.46% for the years thereafter respectively,  on pages 63 and
65 and -2.04%, 3.96% and 9.96% respectively, on pages 64 and 66.

The  hypothetical  values  shown in the tables do not  reflect  any  charges for
Federal  Income tax  burden  attributable  to the  Account,  since  AVLIC is not
currently making such charges.  However,  such charges may be made in the future
and, in that event,  the gross  annual  investment  rate of return would have to
exceed 0 percent, 6 percent,  or 12 percent by an amount sufficient to cover the
tax charges in order to produce the death benefits and values illustrated.  (See
Federal Tax Matters, page 31).

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

Upon request, AVLIC will provide comparable illustration based upon the proposed
Insured's age, sex and underwriting  classification,  the Specified Amount,  the
death benefit option, and planned periodic premium schedule  requested,  and any
available riders requested. In addition, upon client request,  illustrations may
be furnished reflecting  allocation of premiums to specified  Subaccounts.  Such
illustrations will reflect the expenses of the portfolio in which the Subaccount
invests. 
    
62    ENCORE!
<PAGE>
<TABLE>
<CAPTION>
   
ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                              ENDOWMENT AT AGE 100

Male Issue Age: 45                                  Nontobacco                        Preferred Underwriting Class

                     PLANNED PERIODIC ANNUAL PREMIUM: $6000
                        INITIAL SPECIFIED AMOUNT:$500,000
                             DEATH BENEFIT OPTION: A

                USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                           0% Hypothetical Gross          6% Hypothetical Gross         12% Hypothetical Gross
                         Annual Investment Return       Annual Investment Return      Annual Investment Return
                               (-1.79% Net)                     (4.21% Net)                    (10.21% Net)
                      ----------------------------   -----------------------------  ------------------------------
         Accumulated
 End Of  Premiums At   Accumu-     Cash               Accumu-    Cash               Accumu-     Cash
 Policy  5% Interest    lation   Surrender   Death    lation   Surrender   Death     lation   Surrender   Death
  Year     Per Year     Value      Value    Benefit    Value     Value    Benefit    Value      Value    Benefit
- ------------------------------------------------------------------------------------------------------------------ 
<S>      <C>           <C>       <C>       <C>        <C>      <C>        <C>       <C>        <C>       <C>
 1           6300        4405         0     500000       4711        0     500000     5018         0      500000
 2          12915        8626      1911     500000       9513     2798     500000    10438      3723      500000
 3          19861       12663      5948     500000      14407     7692     500000    16301      9586      500000
 4          27154       16520      9805     500000      19400    12685     500000    22657     15942      500000
 5          34811       20197     13482     500000      24493    17778     500000    29554     22839      500000
 6          42852       23699     17655     500000      29695    23652     500000    37056     31013      500000
 7          51295       27020     21648     500000      35004    29632     500000    45220     39848      500000
 8          60159       30171     25470     500000      40431    35731     500000    54128     49427      500000
 9          69467       33144     29115     500000      45977    41948     500000    63853     59824      500000
10          79241       35941     32583     500000      51646    48289     500000    74485     71127      500000
 
15         135945       47219     47219     500000      81991    81991     500000   145177    145177      500000
20         208316       53019     53019     500000     115476   115476     500000   259307    259307      500000
 
Ages
60         135945       47219     47219     500000      81991    81991     500000   145177    145177      500000
65         208316       53019     53019     500000     115476   115476     500000   259307    259307      500000
70         300681       47417     47417     500000     149178   149178     500000   452488    452488      524886
75         418565       20154     20154     500000     175961   175961     500000   781430    781430      836130
</TABLE>
    
1) Assumes an annual  $6,000  premium is paid at the  beginning  of each  policy
year.  Values would be different  if premiums  with a different  frequency or in
different amounts.

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

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

                                                                ENCORE!       63
<PAGE>
   
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                              ENDOWMENT AT AGE 100

Male Issue Age: 45                                  Nontobacco                        Preferred Underwriting Class

                     PLANNED PERIODIC ANNUAL PREMIUM: $6000
                        INITIAL SPECIFIED AMOUNT:$500000
                            DEATH BENEFIT OPTION: A

           USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                           0% Hypothetical Gross          6% Hypothetical Gross         12% Hypothetical Gross
                         Annual Investment Return       Annual Investment Return      Annual Investment Return
                               (-2.04% Net)                     (3.96% Net)                    (9.96% Net)
                      ----------------------------   -----------------------------  ------------------------------
         Accumulated
 End Of  Premiums At   Accumu-     Cash               Accumu-    Cash               Accumu-     Cash
 Policy  5% Interest    lation   Surrender   Death    lation   Surrender   Death     lation   Surrender   Death
  Year     Per Year     Value      Value    Benefit    Value     Value    Benefit    Value      Value    Benefit
- ------------------------------------------------------------------------------------------------------------------ 
  <S>     <C>          <C>        <C>      <C>        <C>        <C>       <C>       <C>        <C>       <C>      
   1         6300        4393          0    500000       4699         0     500000      5005         0     500000 
   2        12915        8042       1327    500000       8908      2193     500000      9812      3097     500000
   3        19861       11491       4776    500000      13155      6440     500000     14968      8253     500000
   4        27154       14734       8019    500000      17436     10721     500000     20503     13788     500000
   5        34811       17758      11043    500000      21735     15020     500000     26441     19726     500000
   6        42852       20559      14516    500000      26045     20001     500000     32819     26775     500000 
   7        51295       23110      17738    500000      30337     24965     500000     39652     34280     500000
   8        60159       25384      20684    500000      34582     29881     500000     46962     42262     500000
   9        69467       27360      23331    500000      38753     34724     500000     54781     50752     500000
  10        79241       29002      25644    500000      42809     39451     500000     63128     59771     500000
 
  15       135945       31280      31280    500000      60192     60192     500000    114361    114361     500000
  20       208316       19566      19566    500000      67705     67705     500000    187183    187183     500000
 
 Ages
  60       135945       31280      31280    500000      60192     60192     500000    114361    114361     500000
  65       208316       19566      19566    500000      67705     67705     500000    187183    187183     500000
  70       300681           0*         0*        0*     51765     51765     500000    295924    295924     500000
  75       418565           0*         0*        0*         0*        0*         0*   481266    481266     514955
</TABLE>

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

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

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

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

64     ENCORE! 
<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                              ENDOWMENT AT AGE 100

Male Issue Age: 45                                  Nontobacco                        Preferred Underwriting Class

                     PLANNED PERIODIC ANNUAL PREMIUM: $20000
                        INITIAL SPECIFIED AMOUNT:$500,000
                             DEATH BENEFIT OPTION: B

                USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                           0% Hypothetical Gross          6% Hypothetical Gross         12% Hypothetical Gross
                         Annual Investment Return       Annual Investment Return      Annual Investment Return
                               (-1.79% Net)                     (4.21% Net)                    (10.21% Net)
                      ----------------------------   -----------------------------  ------------------------------
         Accumulated
 End Of  Premiums At   Accumu-     Cash               Accumu-    Cash               Accumu-     Cash
 Policy  5% Interest    lation   Surrender   Death    lation   Surrender   Death     lation   Surrender   Death
  Year     Per Year     Value      Value    Benefit    Value     Value    Benefit    Value      Value    Benefit
- ------------------------------------------------------------------------------------------------------------------
  <S>     <C>          <C>        <C>         <C>      <C>        <C>      <C>      <C>        <C>       <C>         
    1        21000       17661      10946    517661     18777      12062    518777     19893      13178    519893
    2        43050       34887      28172    534887     38222      31507    538222     41691      34976    541691
    3        66203       51682      44967    551682     58358      51643    558358     65584      58869    565584
    4        90513       68053      61338    568053     79215      72500    579215     91785      85070    591785
    5       116038       84003      77288    584003    100817      94102    600817    120524     113809    620524
    6       142840       99539      93496    599539    123197     117154    623197    152062     146019    652062
    7       170982      114659     109287    614659    146377     141005    646377    186673     181301    686673 
    8       200531      129376     124675    629376    170395     165694    670395    224676     219976    724676
    9       231558      143686     139657    643686    195277     191248    695277    266408     262379    766408
   10       264136      157592     154234    657592    221054     217697    721054    312244     308887    812244
 
   15       453150      221114     221114    721114    364528     364528    864528    619012     619012   1119012
   20       694385      273836     273836    773836    534778     534778   1034778   1110876    1110876   1610876
 
  Ages
   60       453150      221114     221114    721114    364528     364528    864528    619012     619012   1119012
   65       694385      273836     273836    773836    534778     534778   1034778   1110876    1110876   1610876
   70      1002269      312745     312745    812745    746515     746515   1246515   1938643    1938643   2438643
   75      1395216      326042     326042    826042    987033     987033   1487033   3287391    3287391   3787391
  
</TABLE>

1) Assumes an annual  $20,000  premium is paid at the  beginning  of each policy
year.  Values would be different  if premiums  with a different  frequency or in
different amounts.

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

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

                                                                ENCORE!       65
<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                              ENDOWMENT AT AGE 100

Male Issue Age: 45                                  Nontobacco                        Preferred Underwriting Class

                     PLANNED PERIODIC ANNUAL PREMIUM: $20000
                        INITIAL SPECIFIED AMOUNT:$500000
                             DEATH BENEFIT OPTION: B

                           USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                           0% Hypothetical Gross          6% Hypothetical Gross         12% Hypothetical Gross
                         Annual Investment Return       Annual Investment Return      Annual Investment Return
                               (-2.04% Net)                     (3.96% Net)                    (9.96% Net)
                      -------------------------------   ---------------------------     --------------------------
         Accumulated
 End Of  Premiums At   Accumu-     Cash               Accumu-    Cash               Accumu-     Cash
 Policy  5% Interest    lation   Surrender   Death    lation   Surrender   Death     lation   Surrender   Death
  Year     Per Year     Value      Value    Benefit    Value     Value    Benefit    Value      Value    Benefit
- ------------------------------------------------------------------------------------------------------------------
  <S>       <C>       <C>        <C>       <C>      <C>       <C>        <C>       <C>        <C>       <C>      
   1          21000     17615      10900    517615    18730      12015    518730     19847      13132    519847
   2          43050     33991      27276    533991    37287      30572    537287     40718      34003    540718
   3          66203     49891      43176    549891    56430      49715    556430     63515      56800    563515
   4          90513     65314      58599    565314    76174      69459    576174     88421      81706    588421
   5         116038     80249      73534    580249    96522      89807    596522    115624     108909    615624
   6         142840     94698      88655    594698   117488     111445    617488    145342     139299    645342
   7         170982    108636     103264    608636   139061     133689    639061    177791     172419    677791
   8         200531    122038     117338    622038   161229     156528    661229    213204     208504    713204
   9         231558    134887     130858    634887   183985     179956    683985    251846     247817    751846
  10         264136    147148     143790    647148   207306     203949    707306    293992     290635    793992

  15         453150    198864     198864    698864   331913     331913    831913    569355     569355   1069355
  20         694385    231132     231132    731132   466729     466729    966729    993168     993168   1493168

Ages
  60         453150    198864     198864    698864   331913     331913    831913    569355     569355   1069355
  65         694385    231132     231132    731132   466729     466729    966729    993168     993168   1493168
  70        1002269    235504     235504    735504   602030     602030   1102030   1642060    1642060   2142060
  75        1395216    198788     198788    698788   719819     719819   1219819   2632618    2632618   3132618

</TABLE>
1) Assumes an annual  $20,000  premium is paid at the  beginning  of each policy
year.  Values would be different  if premiums  with a different  frequency or in
different amounts.

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

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


                                                                ENCORE!       67
<PAGE>
APPENDIX C

STANDARD & POOR'S 500

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


PERCENT CHANGE OF TOTAL RETURN
STANDARD & POOR'S 500 INDEX
   
                                   %
             Year                Change
- -----------------------------------------

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


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

68     ENCORE!
<PAGE>
                           INCORPORATION BY REFERENCE


The Registrant,  AVLIC Separate  Account V purchases or will purchase units from
the  portfolios  of  four  funds  at the  direction  of its  policyholders.  The
prospectuses  of these funds will be  distributed  with this  prospectus and are
hereby incorporated by reference. The prospectuses incorporated by reference are
as follows:

                      The Variable Insurance Products Fund
                            Registration No. 2-75010

                     The Variable Insurance Products Fund II
                            Registration No. 33-20773

                             The Alger American Fund
                            Registration No. 33-21722

                          The Dreyfus Stock Index Fund
                            Registration No. 33-27172

                          MFS Variable Insurance Trust
                            Registration No. 33-74668

                      Morgan Stanley Universal Funds, Inc.
                           Registration No. 333-3013

<PAGE>
                           UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission heretofore, or hereafter duly adopted pursuant to authority conferred
in that section.

Registrant  makes  the  following   representation   pursuant  to  the  National
Securities Markets Improvements Act of 1996:

Ameritas  Life  Insurance  Corp.  represents  that the fees  deducted  under the
contract, in the aggregate, are reasonable in relation to the services rendered,
the expenses  expected to be incurred,  and the risks  assumed by the  insurance
company. 

                              RULE 484 UNDERTAKING

AVLIC's By-laws provide as follows:

The Company shall  indemnify any person who was, or is a party, or is threatened
to be made a party,  to any  threatened,  pending or completed  action,  suit or
proceeding,  whether civil, criminal,  administrative or investigative by reason
of the fact that he is or was a director, officer, or employee of the Company or
is or was serving at the request of the Company as a director, officer, employee
or agent of another  corporation,  partnership,  joint venture,  trust, or other
enterprise,  against expenses including  attorney's fees,  judgments,  fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or  proceeding  to the full extent  authorized by the laws of
Nebraska.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to directors,  officers,  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                    REPRESENTATIONS PURSUANT TO RULE 6E-3(T)

This  filing is made  pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment
Company Act of 1940.
<PAGE>
                                   SIGNATURES
   
Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Ameritas  Variable Life Insurance  Company Separate Account V, certifies that it
meets all the requirements for  effectiveness of this  Post-Effective  Amendment
No.  1  to  the  Registration  Statement  pursuant  to  Rule  485(a)  under  the
Securities  Act of 1933 and has duly caused this  Amendment to the  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized  in the City of Lincoln,  County of  Lancaster,  State of Nebraska on
this 21st day of February, 1997.


                                        AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                                  SEPARATE ACCOUNT V, Registrant

                             AMERITAS VARIABLE LIFE INSURANCE COMPANY, Depositor





Attest:   Norman M. Krivosha                  By:   Lawrence J. Arth
        ----------------------                   --------------------------
              Secretary                             Chairman of the Board


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the  Directors  and Principal  Officers of Ameritas
Variable Life Insurance Company on the dates indicated.



      SIGNATURE                      TITLE                           DATE


/s/ Lawrence J. Arth      Director, Chairman of the Board      February 21, 1997
- ----------------------  President and Chief Executive Officer
    Lawrence J. Arth

/s/ Kenneth C. Louis     Director, Executive Vice President    February 21, 1997
- ----------------------
    Kenneth C. Louis

/s/ D T Doan             Director, Executive Vice President    February 21, 1997
- ----------------------
    D T Doan


/s/ Robert W. Bush         Director, Senior Vice President     February 21, 1997
- ----------------------  Variable Operations and Administration
    Robert W. Bush

/s/ Thomas C. Godlasky              Director                   February 21, 1997
- -----------------------
    Thomas C. Godlasky
<PAGE>

      SIGNATURE                       TITLE                           DATE

/s/ Jon C. Headrick                 Treasurer                  February 21, 1997
- -----------------------
    Jon C. Headrick

/s/ Norman M. Krivosha      Secretary and General Counsel      February 21, 1997
- -----------------------
    Norman M. Krivosha

/s/ JoAnn M. Martin                 Controller                 February 21, 1997
- -----------------------
    JoAnn M. Martin

/s/ Michael E. Sproule              Director                   February 21, 1997
- ------------------------
    Michael E. Sproule
<PAGE>

                       CONTENTS OF REGISTRATION STATEMENT



This Registration Statement comprises the following Papers and Documents:

   The facing sheet.
   The prospectus  consisting of 70 pages. 
   The undertaking to file reports.  
   The undertaking pursuant to Rule 484. 
   Representation pursuant to Rule 6e-3(T).
   The signatures.
   Written consents of the following:
     (a) Thomas P. McArdle
     (b) Norman M. Krivosha
     (c) Deloitte & Touche LLP Independent Auditors

The following exhibits:

1.  The following exhibits correspond to those required by paragraph A of the 
    instructions as to exhibits in Form N-8B-2.
    (1)   Resolution of the Board of Directors of AVLIC Authorizing 
          Establishment of the Account.*
    (2)   Not applicable.
    (3)   (a) Principal Underwriting Agreement.*
          (b) Proposed form of Selling Agreement.*
          (c) Commission Schedule.**
          (d) Amendment to Principal Underwriting Agreement.**
    (4)   Not applicable.
    (5)   (a) Proposed form of Policy.**
          (b) Proposed form of Policy Riders.
    (6)   (a) Articles of Incorporation of AVLIC.**
          (b) Bylaws of AVLIC.**
    (7)   Not applicable.
    (8)   (a) Participation Agreement in the Variable Insurance Products Fund.**
          (b) Participation Agreement in the Alger American Fund.**
          (c) Participation Agreement in the MFS Variable Insurance Trust.*
          (d) Participation Agreement in the Morgan Stanley Universal Funds, 
              Inc.*
    (9)   Not applicable.
    (10)  Application for Policy.
    (11)  Memorandum Describing AVLIC's Exchange Procedure.*
    (12)  Memorandum Describing AVLIC's Issuance, Transfer, and Redemption 
          Procedures for the Policy.**
 2. See Exhibit 1(5)
 3. (a)(b) Opinion and Consent of Norman M. Krivosha, Secretary
 4. No financial statements will be omitted from the final Prospectus pursuant 
    to Instruction 1(b) or (c) of Part I.
 5. Not applicable.
 6. (a)(b) Opinion and Consent of Thomas P. McArdle.
 7. Not applicable.
 8. Consent of Deloitte & Touche LLP.
 9. Form of Notice of Withdrawal Right and Refund pursuant to 
    Rule 6e-3(T)(b)(13)(viii) under the Investment Company Act of 1940.**
- -------------

*   Incorporated by reference to the initial Registration Statement for Ameritas
    Variable Life Insurance Company Separate Account V.  File No. 333-15585,
    filed November 5, 1996.

**  Incorporated by reference to the Pre-Effective Amendment to the Registration
    Statement for Ameritas Variable Life Insurance Company Separate Account V.
    File No. 333-15585, filed January 17, 1997.
    
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT                                                              PAGE

99.A5b  Proposed Form of Policy Riders

99.A10  Application for Policy

99.A3ab Opinion and Consent of Norman M. Krivosha

99.A6ab Opinion and Consent of Thomas P. McArdle

99.A8   Consent of Deloitte & Touche LLP

                           CHILDREN'S PROTECTION RIDER

                              LEVEL TERM INSURANCE

CONSIDERATION

This rider is issued in consideration of the  application and the payment of its
cost of insurance. A copy of the application is attached to the policy. The cost
of insurance for this rider is deducted from the accumulation  value at the same
time and in the same manner as the cost of insurance for this policy.

DEFINITIONS

COST OF INSURANCE: The cost of insurance for this rider is shown on the schedule
page.

DEPENDENT CHILD: A dependent child is a child born of a marriage, a stepchild, a
legally  adopted  child of the  Insured  or any child for which the  Insured  is
legally responsible. To qualify as a dependent child, the child must be at least
15 days of age and have not yet reached the rider anniversary nearest his or her
25th birthday. The child must either:

1.     Be named in the application and the date of such application must be
       before the child's 18th birthday; or

2.     Qualify as a dependent child after the date of the application but before
       the child's 18th birthday.

EFFECTIVE DATE: The effective date of coverage under this rider shall be as
follows:

1.     The policy date shall be the effective date for all coverage provided in
       the original application.

2.     For any rider issued after the policy date, the effective date shall be
       the date shown on a supplement to the schedule page.

3.     For any insurance that has been  reinstated,  the effective date shall be
       the  monthly  activity  date that  falls on or next  follows  the date we
       approve the reinstatement.

EXPIRATION  DATE: The date is also shown on the schedule page. It is the date on
which this rider is no longer  effective.  

RIDER  BENEFICIARY:  Unless  otherwise  provided,  the  owner  will be the rider
beneficiary.  If the  owner  is not  living,  then the  beneficiary  will be the
owner's  spouse.  If the spouse  becomes  the  beneficiary  and then  dies,  the
beneficiary  will be the estate of the  spouse.  If there is no spouse  when the
owner dies, the beneficiary will be the estate of the owner.

RIDER OWNER: The owner of the policy is the owner of this rider unless otherwise
provided.  If the owner dies, the owner's  spouse will become the owner.  If the
spouse  becomes the owner,  and then dies,  ownership  will pass to the spouse's
estate.  If there is no spouse at the owner's death, then ownership will pass to
the owner's estate.

RIDER SPECIFIED AMOUNT OF INSURANCE:  The rider specified amount of insurance is
the  insurance  payable  under this rider.  The amount is shown on the  schedule
page.

BENEFITS

We agree to pay the rider  specified  amount of insurance  if a dependent  child
dies while the policy and this rider are in force.  The rider  beneficiary  will
receive the  proceeds.  Satisfactory  proof of death of the  dependent  child is
required.

GENERAL PROVISIONS

INCONTESTABILITY:  While the  Insured  and any  dependent  children  covered are
alive, the validity of this rider cannot be contested after it has been in force
for a period of 2 years from the effective date of the rider or from the date of
reinstatement.

REINSTATEMENT:  This rider may be  reinstated  with the policy if no more than 3
years have passed since the  beginning of the grace period.  Reinstatement  must
occur  before  the  expiration  date  of  this  rider.   The   requirements  for
reinstatement are:

1.       Receipt by us of satisfactory evidence of insurability of the Insured
         and of each dependent child for whom coverage is being reinstated.

2.       Payment of the minimum cost of insurance sufficient to keep the rider
         in force for 3 months.
<PAGE>
DEATH OF THE INSURED:  On the death of the  Insured,  the  insurance  under this
rider becomes paid-up term insurance. It will expire for each dependent child on
the  earliest  of the  expiration  date of this  rider or the rider  anniversary
nearest the child's 25th birthday.

The  paid-up  insurance  may be  surrendered  for  any  or all of the  dependent
children.  It may be  surrendered for its cash value which is the present  value
of future  guaranteed  benefits.  If  surrender  is within 30 days after a rider
anniversary,  the cash value  will  not be less  than  the  value on that  anni-
versary. The amounts will be furnished by the company on request.

SUICIDE  PROVISION:  If any  dependent  child  covered  under this rider commits
suicide while sane or  insane or takes his or her own life while insane within 2
years of the effective  date of this rider or any  reinstatement  of this rider,
the total liability shall be the cost of insurance for such child.

Payment under this provision will not affect the coverage of any other dependent
child  under  this  rider.  The cost of  insurance  for this  rider  will not be
increased.

If the Insured commits suicide while sane or insane or takes his or her own life
while insane, this rider will become paid-up for each covered dependent child as
provided in "Death of the Insured".

TERMINATION OF RIDER: This rider will automatically  terminate for all dependent
children on the earliest of these conditions:

1.     The expiration date of this rider,

2.     The monthly activity date on or next following the date we receive your
       written request.

3.     The surrender of this rider to us,

4.     Termination of this policy; or

5.     The policy maturity date.

Coverage  under  this  rider  will  terminate  for each  dependent  child on the
earliest of these conditions:

1.     The rider anniversary nearest the dependent child's 25th birthday.

2.     On conversion of this coverage.  See "Conversion".

CONVERSION

While the policy and this rider are in full force,  this rider may be  converted
(exchanged)  for  a  different  policy.  Evidence of  insurability  will  not be
required.

Conversion can be made to a permanent nonpension policy subject to the following
rules:

1.     No riders may be added to the new policy without satisfactory evidence
       of insurability.

2.     Application  must be made and the first  premium for the new policy  paid
       to us  before  this  rider  terminates  for the  dependent  child on whom
       coverage is being converted.

3.     The dependent child on whom coverage is being converted must be alive on
       the policy date of the new policy (the date of conversion).

4.     The policy date of the new policy will be the date of conversion.

5.     The new policy must be subject to our then current rules as to the amount
       and the kind of policy issued and premiums charged.

Coverage under this rider for each dependent child may be converted at any time:

       a.    on or before the expiration date of this rider; or

       b.    the rider anniversary nearest the child's 25th birthday, whichever
             occurs first.

The amount of the new policy will depend on when this rider is converted.

If coverage  under this rider is converted  before the  termination of the rider
for a dependent child, the new policy will be for a face amount of insurance not
greater than the rider face amount of insurance. If coverage is converted at the
time of termination,  the new policy will be for a face amount of  insurance not
greater than 5 times the rider face amount of insurance.
<PAGE>
NONPARTICIPATING: This rider is nonparticipating.

COST OF  INSURANCE  DEDUCTIONS  AFTER RIDER TERMINATION  DATE:  We  will  not be
liable for the cost of insurance payments paid on this rider after it terminates
except to return  them.  

INCORPORATION OF POLICY  PROVISIONS INTO RIDER: The provisions of the policy are
hereby referred to and made a part of this rider unless  otherwise  specified in
this rider.

                                       AMERITAS VARIABLE LIFE INSURANCE COMPANY






/s/ NORMAN M. KRIVOSHA                          /s/ KENNETH C. LOUIS   

        Secretary                                      President



CPR45
<PAGE>
                            ACCIDENTAL DEATH BENEFIT

CONSIDERATION

This rider is issued in consideration of the  application and the payment of its
cost of insurance. A copy of the application is attached to the policy. The cost
of insurance for this rider is deducted from the accumulation  value at the same
time and in the same manner as the cost of insurance for the policy.

DEFINITIONS

ACCIDENTAL DEATH:  Accidental death as covered by this rider means death which:

1.   results directly from accidental bodily injuries incurred before this rider
     terminates, and independently of all other causes, and

2.   Occurs within 91 days after such injuries were sustained.

COUNTRY:  Means any  government  or any  coalition of  countries or  governments
through an international organization or otherwise.

EFFECTIVE  DATE:  The  effective  date of coverage  under this rider shall be as
follows:

1.   The policy date shall  be  the  effective date for all coverage provided in
     the original application.

2.   For any rider issued after the policy date, the effective date shall be the
     date shown on a supplement to the policy schedule pages.

3.   For any insurance that has been reinstated, the effective date shall be the
     monthly  anniversary date that falls on or next follows the date we approve
     the reinstatement.

EXPIRATION  DATE:  This date is shown on the  schedule  page.  It is the date on
which this rider is no longer effective.

MILITARY SERVICE:  Means service in the armed forces of any country.

PARTICIPATING OR ENGAGING: Means promoting, inciting,  conspiring  to promote or
incite,  aiding,  abetting,  and all forms of taking  part.  It will not include
actions  taken in  defense of public or private  property,  or actions  taken in
defense of the person of the  Insured,  if such actions of defense are not taken
against  persons  seeking to maintain or restore law and order including but not
limited to police officers and firemen.

RIDER SPECIFIED  AMOUNT OF INSURANCE:  This is shown on the schedule page. It is
the amount of the proceeds payable if this rider is in force on the date of  the
Insured's accidental death.

RIOT:  Includes all forms of public  violence,  disorder,  or disturbance of the
public peace, by three or more persons assembled together, whether or not acting
with a common intent and whether or not damage to person or property or unlawful
act or acts is the intent or consequence of such disorder.

WAR: Means  declared or undeclared  war or conflict  between the armed forces of
countries.

BENEFITS

If the Insured dies of an  accidental  death while the policy and this rider are
in  force,  we  will  pay  the  rider  specified  amount  of  insurance  to  the
beneficiary.  Satisfactory proof of the accidental death is required. The amount
will be paid with the death benefit of the basic policy.

GENERAL PROVISIONS

INCONTESTABILITY:  While the Insured is alive, the validity of this rider cannot
be  contested  after  it has  been in force  for a  period  of 2 years  from the
effective date of this rider, or from the date of reinstatement.

REINSTATEMENT: Coverage under this rider may be reinstated with the policy if no
more than 3 years have passed since the  beginning  of the policy grace  period.
Reinstatement  must  occur  before  the  expiration  date  of  this  rider.  The
requirements for reinstatement are:

1.   Receipt by us of satisfactory evidence of insurability.

2.   Payment  of  the minimum cost of insurance sufficient to keep the rider  in
     force for 3 months.
<PAGE>
EXCLUSIONS:  No rider  proceeds will be payable if the  Insured's  death results
directly or indirectly from any of these causes:

1.   Insurrection or  war  or  any  act  attributable to war, whether or not the
     Insured is in military service.

2.   Injury   sustained   outside  the  states  of  the  United  states  or  its
     territories,  the District of Columbia,  and Canada while the Insured is in
     military service for any country at war.

3.   Participating or engaging in a riot.

4.   An  act  of  suicide  while  sane or insane or the taking of one's own life
     while insane.

5.   Bodily  or  mental  infirmity, disease  of  any kind or medical or surgical
     treatment thereof.

6.   Committing or attempting to commit an assault or felony.

7.   Voluntary :

     a.  Asphyxiation from  inhalation of gas, whether conscious or unconscious,
         except in the course of the Insured's job; or

     b.  Taking of any poison (except for food poisoning), hallucinogen, drug or
         sedative unless taken on the advice of a physician.

8.   Operating  or  riding  in  or  descending  from any kind of aircraft if the
     Insured:

     a.  Is a pilot, officer  or  member  of  the crew of such aircraft; or
     b.  Is giving or receiving any kind of training or instruction; or
     c.  Has any duties aboard such aircraft; or
     d.  Is being flown for the purpose of descent from such aircraft while in
         flight.

RIGHT OF AUTOPSY:  Where it is not  forbidden  by law, we will have the right to
require an autopsy.

TERMINATION OF RIDER: This rider will automatically terminate on the earliest of
these conditions:

1.   The policy anniversary nearest the Insured's 70th birthday.

2.   When the policy matures or expires, whichever occurs first.

3.   On the monthly activity date on or next following the date we receive your
     written request.

4.   The surrender of this rider to us.

5.   The expiration date of this rider.

NONPARTICIPATING:  This rider is nonparticipating.

COST OF INSURANCE DEDUCTIONS AFTER RIDER TERMINATION DATE: We will not be liable
for the cost of insurance  deductions on this rider after it  terminates  except
to return them.

INCORPORATION OF POLICY  PROVISIONS INTO RIDER: The provisions of the policy are
hereby referred to and made a part of this rider unless  otherwise  specified in
this rider.



                                        AMERITAS VARIABLE LIFE INSURANCE COMPANY



   /s/ Norman Krivosha                         /s/ Kenneth C. Louis


        Secretary                                     President

<PAGE>
NOTICE:  AS OF THE EFFECTIVE DATE OF THIS RIDER, IT IS UNCERTAIN WHAT EFFECT THE
RECEIPT  OF  BENEFITS  UNDER THIS  RIDER  WILL HAVE ON YOUR TAX  STATUS.  PLEASE
CONSULT YOUR PERSONAL TAX ADVISOR PRIOR TO REQUESTING SUCH BENEFITS.

                            ACCELERATED BENEFIT RIDER
                              FOR TERMINAL ILLNESS

CONSIDERATION

This  rider is  attached  to and made a part of your  policy  and is  issued  in
consideration of the  application.  A copy of the application is attached to the
policy.

PREMIUMS

There are no additional premiums or cost of insurance deductions for this rider.

BENEFITS

We will pay an  accelerated  benefit to you if the Applicant is terminally  ill,
subject to the provisions of this rider. This amount will be paid as a lump sum.
Payments  other than as a lump sum may be made at your  request,  subject to our
approval.

DEFINITIONS

APPLICANT:  The Applicant is the person who is terminally ill. The Applicant may
be the insured under the base policy or may be an insured who has coverage under
a rider attached to the base policy.

EFFECTIVE  DATE:  The  effective  date of  coverage  under this rider will be as
follows:

1.     The policy date will be the effective date for all coverage provided in 
       the original application.

2.     For any rider issued after the policy date, the effective date will be 
       the date shown on a supplement to the schedule pages.

ELIGIBLE COVERAGES:  Eligible Coverages under this rider will be as follows:

1.     When the Applicant is the base insured,  Eligible  Coverages  will be the
       base policy and any life  insurance  riders  attached to the policy which
       provide coverage on the base insured.

2.     When the Applicant is other than the base insured, Eligible Coverages 
       will be the rider which is providing coverage.

Eligible  Coverages  will be determined  as of the date we receive  satisfactory
proof of terminal  illness at the Home Office.  Coverage will only be considered
eligible  when it is outside its two year  contestable  period and has more than
two years until its maturity or final expiration date.  Eligible  Coverages will
also not include any possible future  coverages provided by an optional purchase
or guaranteed insurability rider.

ELIGIBLE AMOUNT: Eligible Amount is that portion of the current specified amount
of the base policy  considered  "eligible"  under  Eligible  Coverages.  For any
Eligible  Coverages  which are provided by life insurance  riders,  the Eligible
Amount  will be the  lowest  scheduled  death  benefit  within  two years  after
satisfactory proof of terminal illness is received at the Home Office.

MAXIMUM ACCELERATED BENEFIT:  For each Applicant,  the maximum benefit is 50% of
the Eligible Amount for each Applicant, less an amount up to two guideline level
premiums for the base policy and any riders.  This maximum benefit is subject to
the limitations described in the Total Accelerated Benefit provision.

TERMINAL ILLNESS:  A  non-correctable  medical condition that, with a reasonable
degree of medical  certainty,  will result in the death of the Applicant in less
than 12 months  from the date of the  physician's  statement  and that was first
diagnosed while the policy was in force.

"YOU"  AND  "YOUR"  refer to the  owner of the  policy  to which  this  rider is
attached. The Owner may also be the Applicant.

"WE", "US" OR "OUR" refer to Ameritas Variable Life Insurance Company.  Our Home
Office is 5900 "O" Street, Lincoln, Nebraska 68510.


SATISFACTORY PROOF OF TERMINAL ILLNESS

Before  payment of any  accelerated  benefit,  we will require you to provide us
with proof,  satisfactory  to us,  that the  Applicant  has a terminal  illness.
Satisfactory  proof will include a properly  completed  claim form and a written
statement  from a duly  licensed  physician who is licensed in the United States
and who is not yourself or the Applicant, nor related to either the Applicant or
yourself.  We  reserve  the  right to  obtain a second  medical  opinion  at our
expense.
<PAGE>
EFFECT ON YOUR POLICY

The accelerated benefit first will be used to repay any outstanding policy loans
and unpaid loan  interest.  The  accelerated  benefit  will be treated as a lien
against your policy values.

Death  proceeds  which are payable on the death of the Applicant will be reduced
by the amount of the lien and any policy loans, plus accrued interest.

After payment of the  accelerated  benefit,  we will require that future premium
allocations  be made to the Fixed  Account.  If  sufficient  premium to keep the
policy in force is not paid by the end of the  grace  period,  premiums  will be
paid by an  addition  to the lien for up to two years  from the date we  receive
satisfactory  proof of terminal  illness.  After this two year  period,  you are
required  to pay  premiums  when due to keep the policy in force.  If the policy
lapses,  the lien, any policy loans,  and accrued interest will be deducted from
any cash values.

Your access to the cash surrender value of your policy and to the cash surrender
value of any riders through policy loans, partial withdrawals,  if permitted, or
full  surrender  is limited to any excess of the cash  surrender  value over the
lien including any accrued interest.


INTEREST

We will charge interest on the amount of the lien. The interest accrues daily at
the same interest rate as the policy's loan interest  rate. If a loan  provision
is not included in the policy,  interest  accrues  daily at an effective  annual
interest rate of 8%.

Accrued interest will be added to the lien on the policy  anniversary.  Interest
does not continue to accrue on the lien when the lien and any policy loans, plus
accrued interest,  equals the death benefit (prior to the deduction of the lien,
policy loans and accrued interest) of the policy and any riders.


CONDITIONS

The payment of any accelerated benefit is subject to the following conditions:

1.     Any  Eligible  Coverages  must  be  in   force  on   the  date we receive
       satisfactory proof of terminal illness.

2.     Any  cash  surrender  value,   without  considering  the  effect  of  any
       outstanding  policy  loans,  must be less  than the  maximum  accelerated
       benefit.

3.     We will not make payment of any accelerated benefit if that payment would
       be less than $4,000.

4.     The  release  of  any collateral assignees, the release of all parties to
       any "split dollar" agreements  and  the   approval  of   any  irrevocable
       beneficiaries is required.

5.     The policy must be collaterally assigned to us for an amount equal to the
       lien  and  accrued  interest.   No  changes  to  the policy are permitted
       without our consent.

6.     This rider allows for the accelerated  payment of death benefit proceeds,
       which would otherwise be payable to your beneficiary.  This is not meant
       to cause you to  involuntarily  be required to access and exhaust  these
       benefits. Therefore, you are not eligible for this benefit:

       a.  If you are required by law to use this benefit to meet the claims of
           creditors, whether in bankruptcy or otherwise; or

       b.  If you are  required by a  government  agency to use this  benefit in
           order to apply for, obtain, or otherwise keep a government benefit or
           entitlement.


ADDITIONAL BENEFIT

If the maximum  accelerated benefit for each Applicant is not paid initially and
it has been less than 12 months from the date we receive  satisfactory  proof of
terminal  illness,  an  additional  accelerated  benefit  may be  paid up to the
difference, but for not less than $4,000. We may require additional satisfactory
proof of terminal illness at this time.


TOTAL ACCELERATED BENEFIT

The total amount we will pay as an accelerated  benefit will not exceed $250,000
due to the terminal  illness of any one Applicant even if there is more than one
policy  with  us or  one  of  our  affiliates  which  provides  coverage  on the
Applicant.
<PAGE>
ADMINISTRATIVE CHARGE

We may charge a one-time administrative charge  which  will be deducted from the
accelerated benefit. This charge will not exceed $50.


GENERAL PROVISIONS

INCONTESTABILITY:  The validity of this rider  cannot be contested  after it has
been in force  while the  Applicant  is alive for a period of two years from the
effective date of the rider.

REINSTATEMENT:  This  rider  may be  reinstated  with  the  policy.  It  will be
reinstated if you meet the  requirements for policy  reinstatement.  If you have
received  benefits under this rider,  the lien with accrued interest may be paid
or it will be reinstated as if the policy had never terminated.

TERMINATION OF RIDER: This rider will automatically terminate on the earliest of
these conditions:

1.     On surrender of this rider to us; or

2.     On termination of the policy to which this rider is attached.

NONPARTICIPATING:  This rider is nonparticipating.

INCORPORATION OF POLICY  PROVISIONS INTO RIDER: The provisions of the policy are
hereby referred to and made a part of this rider unless  otherwise specified in
this rider.


                                       AMERITAS VARIABLE LIFE INSURANCE COMPANY


/s/ Norman M. Krivosha                         /s/  Kenneth C. Louis   
 
        Secretary                                       President



TIR 45 Rev. 12-90
<PAGE>
                         TERM RIDER FOR COVERED INSURED


CONSIDERATION

This rider is issued in consideration of the application and  the payment of its
cost of insurance. A copy of the application is attached to the policy. The cost
of insurance for this rider is deducted from the accumulation  value at the same
time and in the same manner as the cost of insurance for the policy.


DEFINITIONS

BENEFICIARY: The term "beneficiary" in this rider means only the beneficiary for
the benefit payable at the Covered  Insured's death.  The term  "beneficiary" in
other  provisions  of the policy  means only the  beneficiary  for the  benefits
payable at the Insured's death.

You will be the  beneficiary  for the benefit  payable at the Covered  Insured's
death,  unless  another  beneficiary has been named and is living at the Covered
Insured's death.

While the Covered  Insured is living,  you may change the beneficiary by written
request in a form satisfactory to us. The change will take effect on the date we
record it in the Home Office.

COVERED INSURED: Covered Insured means each person so named in an application or
supplemental application, if approved by us, and shown on the Schedule Pages.

EFFECTIVE  DATE:  The  effective  date of coverage  under this rider shall be as
follows:

1.    The policy date shall be the effective date for all coverage provided in 
      the original application.

2.    For any rider  issued after the policy date or for any coverage on another
      Covered  Insured,  the  effective  date  shall  be  the  date  shown  on a
      supplement to the schedule pages.

3.    For any insurance  that has been  reinstated,  the effective date shall be
      the  monthly  activity  date  that  falls on or next  follows  the date we
      approve the reinstatement.

EXPIRATION  DATE:  This date is also shown in the schedule pages. It is the date
on which this rider is no longer effective.

RIDER  CONVERSION  OPTION  EXPIRATION  DATE:  The date ten years  from the rider
effective date for each Covered Insured.

RIDER SPECIFIED AMOUNT OF INSURANCE: The rider specified amount of insurance for
a Covered Insured is shown for that Covered Insured on the schedule pages.


BENEFITS

We agree to pay the rider specified amount of  insurance to the beneficiary upon
receipt of due proof of the death of any Covered Insured. Death must occur while
this rider is in force with respect to the Covered  Insured.  Payment is subject
to the provisions of the policy and this rider.


COST OF INSURANCE

The annual cost of  insurance  for each  Covered  Insured  upon renewal for this
rider will be the rate per thousand at the attained age of that Covered  Insured
multiplied by the rider specified amount of insurance in thousands.  The Maximum
Guaranteed Cost of Insurance Rates per $1000 is attached.  We have the option of
charging less than the maximum.  Each year, the current annual cost of insurance
rates will be declared  for the next policy  year.  If the rider for any Covered
Insured  was issued with a rating,  renewal  premiums  computed on a  consistent
basis will be charged on the renewed  rider.  The rating  factor is shown in the
schedule pages for each Covered Insured.


CONVERSION OF THIS RIDER

While the policy and this rider are in force, you may convert it for a permanent
policy on the life of the  Covered  Insured.  You may do this at any time during
the  first 10 years  from the rider  effective  date for that  Covered  Insured.
Evidence of insurability will not be required, except for additional benefits.

If the policy  terminates prior to the rider conversion  option  expiration date
due to the death of the insured under the basic policy,  the Covered Insured may
still convert within 60 days of the date of death.
<PAGE>
The new policy will have a specified amount of  insurance no more than the rider
specified  amount of  insurance  in effect  on the date of  conversion  for that
Covered Insured.

The policy  date of the new policy  will be date of  conversion.  The new policy
will be  subject  to our then  current  rules as to the  amount  and the kind of
policy issued and premiums charged. If this rider was issued with extra premiums
for the Covered Insured on whom coverage is being converted, extra premiums will
be charged on the new policy.  Any restrictions found in this rider will also be
found in the new policy.

Application  must be made and the first  premium  for the new policy  paid to us
before this rider  terminates for the Covered  Insured on whom coverage is being
converted.  In addition, the Covered Insured on whom coverage is being converted
must be alive on the policy date of the new policy.

TERMINATION OF RIDER: This rider will  automatically  terminate for each Covered
Insured on the earliest of these conditions:

1.    On the expiration date of this rider for each Covered Insured;

2.    On the monthly activity date on or next following the date we receive your
      written request;

3.    On surrender of this rider to us;

4.    On termination of this policy; or

5.    On the policy maturity date.

GENERAL PROVISIONS

REINSTATEMENT:  This rider may be  reinstated  with the policy if no more than 3
years have passed since the date of termination. Reinstatement must occur before
the expiration date of this rider. The requirements for reinstatement are:

1.    Receipt by us of evidence of insurability of the Covered Insured for whom
      coverage is being reinstated.  This evidence must be satisfactory to us.

2.    Payment of the minimum cost of insurance sufficient to keep the rider in
      force for 3 months.

SUICIDE:  If any Covered Insured commits suicide,  while sane or insane within 2
years from the effective date of this rider or any  reinstatement  of this rider
with respect to that Covered  Insured,  the total liability shall be the cost of
insurance for that Covered Insured.

INCONTESTABILITY:  While a Covered Insured is alive,  the validity of this rider
cannot be contested  for that Covered  Insured  after it has been in force for a
period of 2 years from the rider effective date for that Covered Insured.

COST OF INSURANCE DEDUCTIONS AFTER RIDER  EXPIRATION DATE: We will not be liable
for the cost of insurance deductions on this rider for any Covered Insured after
it terminates except to return them.

INCORPORATION OF POLICY  PROVISIONS INTO RIDER: The Provisions of the policy are
hereby referred to and made a part of this rider unless  otherwise  specified in
this rider.

This rider has no cash or loan value.

NONPARTICIPATING:  This rider is nonparticipating.



                                       AMERITAS VARIABLE LIFE INSURANCE COMPANY



/s/ Norman M. Krivosha                        /s/ Kenneth C. Louis

        Secretary                                     President
<PAGE>
<TABLE>
<CAPTION>
                   MAXIMUM GUARANTEED COST OF INSURANCE RATES
                        PER $1000 APPLICABLE UPON RENEWAL


           MALE RATES            FEMALE RATES                           MALE RATES                FEMALE RATES
Ages   Non-Smoker  Smoker      Non-Smoker  Smoker         Ages    Non-Smoker     Smoker     Non-Smoker     Smoker
- ---------------------------------------------------------------------------------------------------------------------------
<S>     <C>        <C>           <C>        <C>           <C>        <C>        <C>          <C>          <C>                      
 0                  4.18                     2.89          35         2.42        4.10         2.35         2.76
 1                  2.52                     2.20          36         2.45        4.15         2.36         2.81
 2                  2.52                     2.20          37         2.58        4.19         2.41         2.86
 3                  2.52                     2.20          38         2.75        4.22         2.48         2.94
 4                  2.52                     2.20          39         2.93        4.48         2.57         3.02

 5                  2.52                     2.20          40         3.13        4.76         2.66         3.13
 6                  2.52                     2.20          41         3.34        5.09         2.78         3.33
 7                  2.52                     2.20          42         3.55        5.45         2.93         3.64
 8                  2.52                     2.20          43         3.79        5.83         3.13         3.96
 9                  2.52                     2.20          44         4.03        6.22         3.37         4.28

10                  2.52                     2.20          45         4.27        6.60         3.64         4.61
11                  2.52                     2.20          46         4.54        7.15         3.91         4.95
12                  2.52                     2.20          47         4.81        7.78         4.20         5.31
13                  2.52                     2.20          48         5.10        8.45         4.50         5.68
14                  2.52                     2.20          49         5.40        9.12         4.81         6.08

15                  2.52                     2.20          50         5.72        9.88         5.15         6.54
16                  2.50                     2.22          51         6.13       10.75         5.33         7.00
17                  2.46                     2.23          52         6.56       11.72         5.71         7.52
18                  2.42                     2.26          53         7.01       12.72         6.12         8.13
19                  2.39                     2.27          54         7.49       13.80         6.54         8.75

20       2.36       3.90          2.28       2.62          55         8.04       15.14         7.30         9.40
21       2.36       3.90          2.28       2.62          56         8.65       16.59         7.78        10.05
22       2.36       3.90          2.28       2.62          57         9.49       18.09         8.28        10.67
23       2.36       3.90          2.28       2.62          58        10.42       19.69         8.82        11.25
24       2.36       3.90          2.28       2.62          59        11.47       21.35        10.30        11.85

25       2.36       3.90          2.28       2.62          60        12.64       23.19        10.87        12.51
26       2.36       3.90          2.28       2.62          61        13.94       25.26        11.47        13.36
27       2.36       3.90          2.28       2.62          62        15.42       27.59        12.13        14.39
28       2.36       3.90          2.28       2.62          63        17.11       30.23        12.97        15.78
29       2.36       3.90          2.28       2.62          64        19.02       33.14        13.81        17.33

30       2.36       3.90          2.28       2.62          65        21.13       36.29        14.84        19.07
31       2.36       3.95          2.28       2.63          66        23.40       39.57        16.08        20.79
32       2.38       4.00          2.29       2.65          67        25.86       43.01        17.64        22.58
33       2.39       4.03          2.32       2.69          68        28.50       46.55        19.44        24.20
34       2.41       4.07          2.34       2.72          69        31.38       50.32        21.43        26.02
</TABLE>

CI 45
<PAGE>
                                   AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO






                          GUARANTEED INSURABILITY RIDER

CONSIDERATION

This rider is issued in  consideration  of  the   application and payment of its
cost of insurance. A copy of the application is attached to the policy. The cost
of insurance for this rider is deducted from the accumulation  value at the same
time and in the same manner as the cost of insurance for the policy.

BENEFITS

You may buy  additional  insurance on the life of the Insured by increasing  the
specified amount of  insurance of the policy,  subject to the provisions  below.
Evidence of insurability is not required. The amount of the increase is equal to
the  election  amount.  The  policy  and this rider must be in force and all due
premiums  must have been paid during the option  period  before an option can be
effective.

DEFINITIONS

ELECTION AMOUNT:  The election amount is the amount of the additional  insurance
which is issued as an  increase  in the  specified  amount of  insurance  of the
policy.  You must choose the  election  amount at the time this rider is issued.
The  election  amount you have chosen and the regular  option dates are shown on
the schedule pages.

REGULAR OPTION DATES:  The regular option dates are the policy  anniversaries on
which the Insured's age at nearest birthday is 25, 28, 31, 34, 37 and 40.

ALTERNATE OPTION DATES:  You may also choose an alternate option date in lieu of
a regular option date after:

1.     the first marriage of the Insured after the effective date of this 
       rider; or

2.     the birth of a child born of a marriage of the Insured, or for which the
       Insured is legally responsible; or

3.     the legal adoption of a child by the Insured.

Only one alternate  option date may be chosen  between the effective date of the
rider and the first  regular  option date and  between  each  pair of successive
regular option dates.

Election of an  alternative  option will replace the next  regular  option date.
Therefore, the next regular option cannot be elected.

OPTION  PERIOD:  The option  period is the time  during  which you may choose to
elect an option.  For a regular  option  date,  the option  period is the 31 day
period on either side of such date.  For an alternate  option  date,  the option
period is the 60 days immediately after such date.

EFFECTIVE DATE:  The effective date of coverage under this rider shall be as 
follows:

1.       The policy date shall be the effective date for all coverage provided
         in the original application.

2.       For any insurance that has been reinstated, the effective date shall be
         the monthly activity date that falls on or next follows the date we
         approve the reinstatement.

EXPIRATION  DATE:  This date is shown on the  schedule  page.  It is the date on
which this rider is no longer effective.

CONDITIONS

Options elected under this rider are subject to the following conditions:

1.       The increased specified amount will be subject to any ratings and 
         restrictions under the policy.

2.       If  any rider which provides total and permanent disability benefits is
         attached to the policy, the disability benefits may be increased to 
         cover the increased specified amount without evidence of insurability.
         No other riders may be added without satisfactory evidence of 
         insurability.

3.       If an option is  effective while disability benefits are currently  
         being  provided  by a rider,
<PAGE>
         the  disability benefit will be increased.  This increase in disability
         benefits will reflect any necessary higher minimum premium requirements
         for the policy as if the increased  insurance were issued as a separate
         policy at the attained age of the Insured.

4.       If a regular  option  is  chosen,  the  effective date of the increased
         specified  amount  will be the later of the  regular option date or the
         effective  date of the election.  If an alternate option is chosen, the
         effective date will be the effective date of the election.

5.       The election of an option will be effective when any required premium 
         is paid and  written application  signed by both you and the Insured is
         made to us during an option period.

6.       The Insured must be alive on the effective date.

7.       The increase in specified amount will be treated in the same manner as 
         an increase  granted  under the terms of the policy to which this rider
         is attached,  except that the require ment of evidence of insurability
         will be waived.  Please see the Death Benefit provision in the policy 
         for more information.

GENERAL PROVISIONS

REINSTATEMENT: Coverage under this rider may be reinstated with the policy if no
more than 3 years have passed since the  beginning  of the policy grace  period.
Reinstatement  must  occur  before  the   expiration  date of this  rider.  Such
reinstatement  may occur any time  before  the last  regular  option  date.  The
requirements for reinstatement are:

1.     Receipt by us of satisfactory evidence of insurability for the Insured.

2.     Payment of the minimum cost of insurance sufficient to keep the rider in
       force for 3 months.

RIDER TERMINATION DATE:  This rider will terminate on the earliest of these 
conditions:


1.     The expiration date of this rider which is the policy anniversary nearest
       the Insured's 40th birthday.

2.     The effective date of an alternate option if between ages 37 and 40.

3.     The surrender of this rider to us.

4.     On the monthly activity date on or next following the date we receive 
       written request from you.

5.     The termination of the policy.

NONPARTICIPATING:  This rider is nonparticipating.

COST OF  INSURANCE  DEDUCTIONS  AFTER RIDER   TERMINATION  DATE:  We will not be
liable for the cost of insurance  deductions  on this rider after it  terminates
except to return them.

INCORPORATION OF POLICY  PROVISIONS INTO RIDER: The provisions of the policy are
hereby referred to and made a part of this rider unless  otherwise  specified in
this rider.


                                       AMERITAS VARIABLE LIFE INSURANCE COMPANY


/s/ Norman M. Krivosha                        /s/  Kenneth C. Louis

       Secretary                                      President





AMERITAS VARIABLE                                                         1010-V
LIFE INSURANCE      APPLICATION FOR VARIABLE UNIVERSAL LIFE
COMPANY (AVLIC)               ONE AMERITAS WAY 
                              P.O. BOX 82550       
                         LINCOLN,  NE 68501-2550  Please print clearly in
                                                  black ink.
                                                  This form will be photocopied.
- --------------------------------------------------------------------------------
Product Name: _____________________________   
- --------------------------------------------------------------------------------

1  INSURED
   If no policy owner     _________________________  ___________________________
   is specified in        Name: Last/First/MI        Social Security #   
   section 2, the    
   Insured will be        _________________________  ___________________________
   the policy owner.      Address                    Date of Birth  MO./DAY/YR.
           
                          _________________________  ___________________________
                          City/State/Zip             Birthplace (State)
 
                          _________________________  
                          Occupation                 [ ] Male [ ] Female 
                                                          
                          ________________________________  
                          Employer's Name    Time Employed
- --------------------------------------------------------------------------------
2  POLICY OWNER
   Complete only if       _________________________ ____________________________
   different from         Full Name                  Social Security #/Tax ID #
   the Insured.           

                                                        /     /         /   /
  (If a Trust, give       _________________________ ____________________________
  Trustee(s), Trust       Relationship to Insured    Date of Birth:  If Trust, 
  Name & Trust date)      (or all Trustee's Names)                   Trust date:
                                                    
- --------------------------------------------------------------------------------
3  MAILING ADDRESS        _________________________ 
   OF OWNER               Address 

   All notices will be    _________________________
   sent to this address.  City/State/Zip
- --------------------------------------------------------------------------------
4  BENEFICIARY        
   Unless otherwise       _________________________ ____________________________
   indicated, multiple    Primary                   Contingent
   beneficiaries will be
   paid equally or to     _________________________ ____________________________
   the survivor(s).       Relationship to Insured   Relationship to Insured
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                      <C>                                              <C> 
5  PLAN OF                Plan of Insurance _________                      Death Benefit Option (select only one):
   INSURANCE                                                               [ ] Option A (death benefit is the amount
                                                                               of insurance)
                          Amount of Insurance $ _____                      [ ] Option B (death benefit is the amount
                                                                               of insurance plus the accumulation value)

                          OPTIONAL RIDERS:

                            [ ] Accidental Death Benefit $ _________       [ ] Guaranteed Insurability $ _________________ 
                                                                                  (only if insured is under age 37)

                            [ ] Disability Benefit $ ____________          [ ] Covered Insured Rider 
                                  or [ ] Waiver of Monthly Deduction           [ ] Self Amount $ __________   
                                                                               [ ] Other Person 
                            [ ] Payor Disability $ _____________                     (Complete L-6 in Supplemental Book)
                                  or [ ] Payor of Monthly Deduction
                                  (Applicant under age 37, Insured         [ ] ___________________________________________ 
                                  up through age 14 -
                                  Complete L-5 in Supplemental Book)

                            [ ] Children's Protection ($10,000 coverage per child)
                                  Complete L-5 in Supplemental Book)
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  <S>             <C>         <C>              <C>            <C>   
6  PREMIUM MODE    [ ] Annual  [ ] Semi-Annual  [ ] Quarterly  [ ] Monthly Bank Withdrawal
   Please select                                                   (Complete Optional Program form)     
   one.            [ ] Monthly [ ] Non-Billing  [ ] Invoice    [ ] Payroll Deduction
                       Billing                      Billed         (Additional form required)                   

                   [ ] Single $ ______________
</TABLE>
- --------------------------------------------------------------------------------
7  PREMIUM         Planned Annual Premium $ ____ Planned Modal Premium $ ______
   AMOUNT                 
                   *Initial Premium (paid with application) $ ___ (leave receipt
                    with payor).
- --------------------------------------------------------------------------------
* All premium checks must be made payable to the Company.  Do not make check 
payable to the agent or leave the payee blank.

FORM FP VUL Ed. 10-96           Page 1 of 4 Pages                       012297P
<PAGE>
<TABLE>
<CAPTION>

8  ALLOCATION    Allocations will always be to the Fidelity Money Market, except as you indicate below.
   Whole                                          ---------------------
   percentages           FIDELITY FUNDS                         MFS FUNDS                      ALGER
   only, must   VARIABLE INSURANCE PRODUCTS FUNDS        VARIABLE INSURANCE TRUST           AMERICAN FUNDS     
   total 100%.
                <S>                                   <C>                             <C> 
                 VIPF Money Market             %       Emerging Growth            %    Growth                %
                 ------------------------------        ---------------------------     ---------------------- 
                 VIPF Equity Income            %       Utilities                  %    Income & Growth       %  
                 ------------------------------        ---------------------------     ----------------------
                 VIPF Growth                   %       World Governments          %    Small Cap             %  
                 ------------------------------        ---------------------------     ----------------------
                 VIPF High Income              %       Research                   %    Balanced              %  
                 ------------------------------        ---------------------------     ----------------------
                 VIPF Overseas                 %       Growth With Income         %    MidCap Growth         %   
                 ------------------------------        ---------------------------     ----------------------
                 VIPF II Asset Manager         %             MORGAN STANLEY            Leveraged Allcap      %
                 ------------------------------                                        ----------------------
                 VIPF II Inv. Grade Bond       %             Universal Funds
                 ------------------------------      
                 VIPF II Asset Mgr. Growth     %       Emerging Markets Equity    % 
                 ------------------------------        ---------------------------
                 VIPF II Index 500             %       Global Equity              %             AVLIC 
                 ------------------------------        --------------------------- 
                 VIPF II Contrafund            %       International Magnum       %    Fixed Account         %
                 ------------------------------        ---------------------------                   --------
                                                       Asian Equity               % 
                                                       ---------------------------
                                                       U.S. Real Estate           %    Total              100%
                                                       ---------------------------     
</TABLE>
       
- --------------------------------------------------------------------------------
9 EXISTING LIFE                                                    
  INSURANCE                                                        WILL THIS
  List all life                 YEAR                                REPLACE?    
  insurance         AMOUNT     ISSUED    TYPE      COMPANY       YES  NO  1035
  existing on     __________  _________  _____   ___________     []   []   []
  life of             
  Insured.(If     __________  _________  _____   ___________     []   []   []
  none, so 
  state)          __________  _________  _____   ___________     []   []   []   

- --------------------------------------------------------------------------------
10 OTHER             MO residents, DO NOT respond to Q.10.a.
   COVERAGE          a. Has any company declined, postponed,       []Yes [] No
   Complete for      modified, cancelled or refused to renew,
   the Proposed      reinstate or issue insurance? (IF YES,
   Insured.          PLEASE EXPLAIN) 

                     _______________________________________
                     (Name of Company)           (Reason)

                     _______________________________________

                     b. Is any other life insurance                []Yes [] No
                     application now pending or contemplated
                     with any other company? (IF YES, PLEASE
                     EXPLAIN)     

                     _______________________________________
                     (Name of Company)
- --------------------------------------------------------------------------------
11 OTHER             a. Have you been charged with a driving       []Yes [] No
   INFORMATION          violation, had your license suspended or 
   Complete for the     restriction placed on your license
   Proposed Insured.    within the past 5 years? (IF YES, 
                        GIVE DETAILS) __________________________   
                        ________________________________________          
                     
                        Drivers License Number ______  State of Issue  _________
                                                
                     b. Have you participated in any vehicle       []Yes [] No
                        racing, parachuting, hang gliding, 
                        scuba diving or rodeos within the past 
                        2 years, or is any such activity  
                        contemplated? (IF YES, COMPLETE FORM HS
                        in Supplemental Book)

                     c. Have you flown within the past 3 years     []Yes [] No
                        as a pilot, student pilot, crew member
                        or had  any  flying duties or  is  any 
                        such activity contemplated? (IF YES,
                        COMPLETE FORM AV IN SUPPLEMENTAL BOOK)
                        
                     d. Do you contemplate travel or residence     []Yes [] No
                        in a foreign country in the near future? 
                        (IF YES, PROVIDE COMPLETE DETAILS 
                        INCLUDING DESTINATION)__________________
                        ________________________________________
                        ________________________________________               
                        ________________________________________
                        ________________________________________ 
                                              
- --------------------------------------------------------------------------------
12 TOBACCO USE       a. Has the proposed insured smoked one or more 
                        cigarettes in the past twelve months?      []Yes   [] No

                     b. Has the proposed insured used any form of
                        tobacco in the past twelve months?         []Yes   [] No

                     (IF YES, PLEASE EXPLAIN THE TYPE OF USE
                     AND FREQUENCY) ______________________________
- --------------------------------------------------------------------------------
                                 Page 2 of 4 Pages

<PAGE>


13 HEALTH HISTORY    
   Answer the        Name of personal physician _______ Address ________________
   following            (If none, so state)
   questions         Reason last consulted ___________ Date ____________________
   regarding the                         
   Proposed Insured. What treatment was given or medication prescribed? ________
                     Has the Proposed Insured: (IF YES, PLEASE EXPLAIN)

   If paramed not    a. Ever been treated by a physician or other health care
   required,            professional for any of the following: Heart trouble, 
   complete Form L-1    stroke, heart murmur, elevated blood pressure, lung or
   (found after this    respiratory disorder, kidney disorder, tumor, cancer,
   application).        digestive disorder, diabetes, nervous or mental 
                        disorder?                                  []Yes   [] No

   North Carolina    b. Consulted a physician or been examined or treated at a
   residents DO NOT     hospital or other medical facility in the last five 
   respond to           years?  ME  residents, you may answer this question "No"
   Question e.          if you have tested positive for HIV and have not 
                        developed symptoms of the disease AIDS.   []Yes   [] No
                                                                  
                     c. Ever used narcotics, barbiturates, amphetamines, 
                        cocaine, LSD, marijuana or hallucinogenic drugs? 
                                                                  []Yes   [] No

                     d. Ever received counseling or treatment for the use of
                        alcohol or drugs?                         []Yes   [] No

                     e. Have you ever been a member of any support group for the
                        use of alcohol or drugs?                  []Yes   [] No 

                        Exact Height ____ ft.____in.    Exact Weight________lbs.
      
                        [] Gained  [] Lost_________ pounds in past year.

                     f. Please explain any "Yes" answers. 


- --------------------------------------------------------------------------------
14 SPECIAL           ___________________________________________________________
   INSTRUCTIONS      ___________________________________________________________
                     ___________________________________________________________

- --------------------------------------------------------------------------------
15 ENDORSEMENTS/     No change in the amount, plan, classification or benefits
   CORRECTIONS       will be effective unless agreed to in writing by the policy
                     owner. This space will not be used in MD, PA, WV or any 
   HOME OFFICE       other state if not allowed by Statute or Insurance 
   USE ONLY          Department Regulations.  

- --------------------------------------------------------------------------------
16 TELEPHONE         I  hereby  authorize  and  direct  AVLIC  to make allowable
   AUTHORIZATION     transfers  of   funds  or   reallocation  of  net  premiums
                     among available subaccounts or to complete other  financial
   UNLESS WAIVED,    transactions  as  may  be  allowed by the AVLIC at the time
   THE POLICY OWNER  of  request,  based   upon   instructions    received    by
   AND REPRESENT-    telephone  from  (a) myself,  as  Policy  Owner,   (b)   my
   ATIVE WILL HAVE   Registered Representative in Section 22 below,  and (c) the
   AUTOMATIC         person(s)   named  below.    AVLIC  will  not be liable for
   TELEPHONE         following instructions communicated  by  telephone  that it
   TRANSFER          reasonably believes to   be  genuine.   AVLIC  will  employ
   AUTHORIZATION     reasonable  procedures,  including  requiring   the  policy
   [] I elect NOT    number to  be  stated, tape recording all instructions, and
      to have        mailing written confirmations.  If   AVLIC  does not employ
      telephone      reasonable  procedures  to   confirm   that    instructions
      transfer       communicated by telephone are genuine,  AVLIC may be liable
      authorization. for any losses due to unauthorized or fraudulent 
                     instructions.

    [] I elect NOT   Name per (c) above: ______________________  SS# ___________
       to have my   
       Registered    Address: __________________________________________________
       Rep have           (This is not to be used for Fee Advisor authorization)
       transfer      
       authorization.
                     
                     I  understand: a)  all  telephone   transactions  will   be
                     recorded; and b) this  authorization will continue in force
                     until the earlier of (1) revocation  by  the Policy   Owner
                     is  received  in written form or by telephone by AVLIC   or
                     (2) AVLIC discontinues this privilege.

- --------------------------------------------------------------------------------
                                Page 3 of 4 Pages
<PAGE>
17 AGREEMENTS        I AGREE AS FOLLOWS:

NOTE FOR KENTUCKY    1. Any policy including any endorsements issued as a result
RESIDENTS: Any          of this application will, with this application  and any
person who, with        supplemental   applications,  be  the  entire  insurance
intent to defraud       contract.
or knowing that he
is facilitating a    2. No agent,  broker or  medical examiner can: a) waive the
fraud against an        answers to any questions in this application; b) make or
insurer, submits        change any insurance contract; or c) waive any rights or
an application or       rules of AVLIC.
files a claim 
containing a false   3. Except as specified otherwise in a receipt provided upon
or deceptive            a  payment  of  premium  at  the  time  of  application,
statement is guilty     insurance  will  not  be   effective  until  ALL  of the
of insurance fraud.     following  are  met:  a) the  policy  issued by AVLIC is
                        delivered to and accepted by the applicant; b) the first
                        full premium is paid.

                     4. AVLIC  may  change  this  application  by an appropriate
                        notation   in    the   space  marked   "Amendments   and
                        Corrections":  a) to   correct   apparent    errors   or
                        omissions;  and b) to  conform  it with any policy rider
                        that  may  be  issued.  No  change  will  be made in the
                        following  without  the  applicant's written consent: a)
                        amount    of    insurance;    b) plan    of   insurance;
                        c) classification of  risks; or  d) benefits. Acceptance
                        of any policy issued under this application ratifies any
                        amendments.

                     5. I  understand  that: a) the  amount  and duration of the
                        death benefit may vary with investment experience, loans
                        and other specified conditions; b) policy  values not in
                        the  Fixed  Account   will   increase  or   decrease  in
                        accordance   with   the    experience  of   the selected
                        investment   options  of   the  Separate Account; c) the
                        amount  of   the  benefit  payable  on surrender  is not
                        guaranteed, but  is  dependent  on  the   then surrender
                        value;  d) illustrations  of  benefits,  including   the
                        death benefit, are  available  upon request; and e) this
                        policy meets my investment  objectives  and  anticipated
                        financial needs.
- --------------------------------------------------------------------------------
18 DISCLOSURES       I  hereby  acknowledge  receipt of  the current prospectus,
                     and any supplements, for this policy including any required
                     disclosure if the policy applied for will be in a qualified
                     plan.
- --------------------------------------------------------------------------------
19 AUTHORIZATION     I authorize any licensed physician,  medical  practitioner,
   This authoriza-   hospital,  clinic  or  other    medically related  facility
   tion or a photo-  insurance company, Equifax  or any information  service  or
   copy of it, shall financial   institution,  family  member, or  associate  to
   remain valid for  release to  AVLIC  or  any   person  or   entity  acting on
   use by AVLIC      its  behalf, any  personal information which is on file and
   for 2 (two)       relates  to  my/our health  or  mental  condition,  general
   years from the    character, driving records, use  of  alcohol and drugs, and
   date below.       hobbies of a hazardous nature.

                     In  addition,  I  authorize  the Medical Information Bureau
                     (MIB) to release to AVLIC or its reinsurers,  any  personal
                     information which is on file and relates to me/us.

                     I also agree that I  have received  and read the "Notice of
                     AVLIC's   Insurance   Information   Practices,"   MIB   and
                     Investigative Consumer Reports.  I  also  understand that I
                     can receive a copy of this authorization if I so desire.
- --------------------------------------------------------------------------------
20 SUBSTITUTE W-9    I  certify  under  penalty  of  perjury that: 1) the number
   CERTIFICATION     shown on  this  form  is my correct taxpayer identification
                     number  (or  I am waiting for a number to be issued to me);
                     and  2) I  am  not  subject  to backup withholding because:
                     a) I  am  exempt  from backup withholding, or b) I have not
                     been  notified  by  the  Internal Revenue Service that I am
                     subject to backup withholding  as a result of  a failure to
                     report  all  interest   and   dividends, or c)  the IRS has
                     notified  me   that  I  am  no   longer  subject  to backup
                     withholding. 

                     You must cross out item 2 if your have been notified by the
                     IRS  that  you  are currently subject to backup withholding
                     because of underreporting interest or dividends on your tax
                     return.

                     THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE  YOUR CONSENT
                     TO  ANY  PROVISIONS  OF  THIS  DOCUMENT   OTHER   THAN  THE
                     CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
- --------------------------------------------------------------------------------
21 SIGNATURES        I represent to the best of my knowledge and belief that all
                     statements and answers to this application are complete and
                     true.  

                     Dated at (City, State) ____________On this Date____________

                     X ________________________   X ____________________________
                       Signature of Proposed        Signature of Policy Owner  
                       Insured (Parent or           (if not Proposed Insured,  
                       Guardian if Juvenile)        Parent or Guardian) or if a 
                                                    Corporation or Trust, show
                                                    full name.

                     X _________________________________________________________
                       Signature(s) and Title of Officer or Trustee(s)
- --------------------------------------------------------------------------------
22 AGENT'S/          Do  you  have  any  knowledge  or  reason  to believe  that
   REPRESENTATIVE'S  replacement of existing insurance or annuity  coverage  may
   STATEMENT         be involved?  
            
                     []Yes [] No (IF YES, GIVE DETAILS IN SECTION 9 AND COMPLETE
                     ANY STATE REQUIRED REPLACEMENT FORMS.) 

                     I  certify  that: (1) the information provided by the owner
                     has  been accurately recorded; (2) a current prospectus and
                     all supplements were  delivered;  and (3) I have reasonable
                     grounds to recommend the purchase of the policy as suitable
                     for the owner.
                                                                             
                     X _________________________________________________________
                       Signature of Agent/Registered Representative        

                     X _________________________________________________________
                       Print Name Here     Agent Code    Agency or Broker/Dealer
- --------------------------------------------------------------------------------
                                Page 4 of 4 Pages



                                Exhibit 99.3.(a)(b)


                    Opinion and Consent of Norman M. Krivosha
<PAGE>
                                   Ameritas Variable Life Insurance Company Logo
                                       5900 "O" Street, Lincoln, Nebraska  68510

February 24, 1997




Ameritas Variable Life Insurance Company
5900 "O" Street
P.O. Box 81889
Lincoln, Nebraska  68501

Gentlemen:

With  reference  to the  Post-Effective  Amendment  No.  1  on Form S-6 filed by
Ameritas  Variable Life Insurance  Company and Ameritas  Variable Life Insurance
Company  Separate Account V with the Securities & Exchange  Commission  covering
flexible  premium life  insurance  policies,  I have examined such documents and
such laws as I considered  necessary and  appropriate,  and on the basis of such
examination, it is my opinion that:

   1.    Ameritas  Variable Life Insurance Company is duly organized and validly
         existing  under  the laws of the  State of  Nebraska  and has been duly
         authorized  by the  Insurance  Department  of the State of  Nebraska to
         issue variable life policies.

   2.    Ameritas  Variable Life Insurance  Company Separate Account V is a duly
         authorized and existing  separate account  established  pursuant to the
         provisions  of  Section  44-402.01  of the  Statutes  of the  State  of
         Nebraska.

   3.    The  flexible   premium   variable  life   policies,   when  issued  as
         contemplated by said Form S-6 Registration  Statement,  will constitute
         legal, validly issued and binding obligations of Ameritas Variable Life
         Insurance Company.

I  hereby  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
Post-Effective  Amendment No. 1  to said Form S-6 Registration  Statement and to
the use of my name under the caption "Legal Matters" in the Prospectus contained
in the Registration Statement.

Sincerely,


/s/ Norman Krivosha

Norman Krivosha
Secretary


                                Exhibit 99.6.(a)(b)


                    Opinion and Consent of Thomas P. McArdle
<PAGE>
                                   Ameritas Variable Life Insurance Company Logo
                                       5900 "O" Street, Lincoln, Nebraska  68510

February 24, 1997



Ameritas Variable Life Insurance Company
5900 "O" Street
P.O. Box 81889
Lincoln, Nebraska  68501


Gentlemen:


This  opinion is  furnished  in  connection  with the  registration  by Ameritas
Variable Life Insurance  Company of Nebraska of a flexible premium variable life
insurance policy  ("Contract")  under the Securities Act of 1933. The prospectus
included  in  Post-Effective  Amendment  No. 1  to  Registration  Statement  No.
333-15585 on Form S-6 describes the Contract.  The form of Contract was prepared
under my  direction  and I am  familiar  with  the  Registration  Statement  and
Exhibits  thereto.  This contract was developed and filed under  Securities  and
Exchange  Commission Rule 6E-3(T), as interpreted at this time by the SEC staff.
In my opinion:


The  illustrations  of death  benefits  and cash values  included in the section
entitled  "Illustrations  of Death  Benefits and Cash Values" in the Appendix of
the  prospectus,  based on the  assumptions  stated  in the  illustrations,  are
consistent  with the  provisions  of the  Contract.  The rate  structure  of the
Contract has not been designed so as to make the  relationship  between premiums
and benefits, as shown in the illustration, appear more favorable to prospective
purchasers  of the Contract for male age 35, than to  prospective  purchasers of
the Contract for other ages or for females.


I hereby consent to the use of this opinion as an exhibit to the  Post-Effective
Amendment 1  to the Registration Statement and to the reference to my name under
the heading "Experts" in the prospectus.

Very truly yours,



/s/ Thomas P. McArdle

Thomas P. McArdle
Assistant Vice President and
Associate Actuary

                                  Exhibit 99.8


                        Consent of Deloitte & Touche LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT


We consent to the use in this  Post Effective  Amendment No. 1  to  Registration
Statement No. 333-15585 of Ameritas Variable  Life  Insurance  Company  Separate
Account V of our reports dated  February 1, 1997, on the financial statements of
Ameritas  Variable Life Insurance  Company and Ameritas  Variable Life Insurance
Company Separate Account V appearing in the Prospectus,  which is a part of such
Registration  Statement,  and to the reference to us under the heading "Experts"
in such Prospectus.



/s/ Deloitte & Touche LLP


DELOITTE & TOUCHE LLP


Lincoln, Nebraska
February 27, 1997


<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 20
   <NAME> V - FIDELITY MONEY MARKET
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        7,637,768
<INVESTMENTS-AT-VALUE>                       7,637,768
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        7,637,768          
<SHARES-COMMON-PRIOR>                        5,613,527
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 7,637,768         
<DIVIDEND-INCOME>                              383,333
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  71,053
<NET-INVESTMENT-INCOME>                        312,279
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                          312,279
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     47,496,830   
<NUMBER-OF-SHARES-REDEEMED>                 45,472,589
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       2,024,241
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 21
   <NAME> V - FIDELITY EQUITY INCOME
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       12,890,674     
<INVESTMENTS-AT-VALUE>                      17,183,804         
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          817,110        
<SHARES-COMMON-PRIOR>                          652,439
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     4,293,130         
<NET-ASSETS>                                17,183,804
<DIVIDEND-INCOME>                               19,764      
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 141,453      
<NET-INVESTMENT-INCOME>                       (121,688)
<REALIZED-GAINS-CURRENT>                       566,576
<APPREC-INCREASE-CURRENT>                    1,388,228
<NET-CHANGE-FROM-OPS>                        1,833,116
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        398,550        
<NUMBER-OF-SHARES-REDEEMED>                    233,879
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         164,670
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 22
   <NAME> V - FIDELITY GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       18,237,669         
<INVESTMENTS-AT-VALUE>                      26,190,103     
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          841,044            
<SHARES-COMMON-PRIOR>                          702,196   
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     7,952,434
<NET-ASSETS>                                26,190,103
<DIVIDEND-INCOME>                               56,401      
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 223,387       
<NET-INVESTMENT-INCOME>                       (166,986)
<REALIZED-GAINS-CURRENT>                     1,424,127   
<APPREC-INCREASE-CURRENT>                    1,591,342
<NET-CHANGE-FROM-OPS>                        2,848,484
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        641,338        
<NUMBER-OF-SHARES-REDEEMED>                    502,490
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         138,847       
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 23
   <NAME> V - FIDELITY HIGH INCOME
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        6,060,955        
<INVESTMENTS-AT-VALUE>                       6,987,534
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          558,110          
<SHARES-COMMON-PRIOR>                          358,988
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       926,578        
<NET-ASSETS>                                 6,987,534
<DIVIDEND-INCOME>                              346,977
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  52,366
<NET-INVESTMENT-INCOME>                        294,612
<REALIZED-GAINS-CURRENT>                        67,887
<APPREC-INCREASE-CURRENT>                      303,794
<NET-CHANGE-FROM-OPS>                          666,293
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,195,241         
<NUMBER-OF-SHARES-REDEEMED>                    996,119
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         199,122     
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 24
   <NAME> V - FIDELITY OVERSEAS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        8,863,172        
<INVESTMENTS-AT-VALUE>                      10,661,695        
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          565,907        
<SHARES-COMMON-PRIOR>                          438,914
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,798,524
<NET-ASSETS>                                10,661,695  
<DIVIDEND-INCOME>                               95,857
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  87,506     
<NET-INVESTMENT-INCOME>                          8,351      
<REALIZED-GAINS-CURRENT>                       105,443     
<APPREC-INCREASE-CURRENT>                      931,214      
<NET-CHANGE-FROM-OPS>                        1,045,008
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        726,524        
<NUMBER-OF-SHARES-REDEEMED>                    599,531
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         126,993      
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 25
   <NAME> V - FIDELITY INDEX 500
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        1,776,480     
<INVESTMENTS-AT-VALUE>                       1,930,212
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           21,656            
<SHARES-COMMON-PRIOR>                               61
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       153,732      
<NET-ASSETS>                                 1,930,212 
<DIVIDEND-INCOME>                                  523
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   6,403
<NET-INVESTMENT-INCOME>                         (5,879) 
<REALIZED-GAINS-CURRENT>                         1,346
<APPREC-INCREASE-CURRENT>                      153,496 
<NET-CHANGE-FROM-OPS>                          148,963  
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         26,096   
<NUMBER-OF-SHARES-REDEEMED>                      4,501
<SHARES-REINVESTED>                                  0 
<NET-CHANGE-IN-ASSETS>                          21,595 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 26
   <NAME> V - FIDELITY CONTRAFUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        2,654,228      
<INVESTMENTS-AT-VALUE>                       2,924,606      
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          176,607        
<SHARES-COMMON-PRIOR>                            9,383
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       270,378
<NET-ASSETS>                                 2,924,606
<DIVIDEND-INCOME>                                    0 
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  12,082  
<NET-INVESTMENT-INCOME>                        (12,082)  
<REALIZED-GAINS-CURRENT>                         1,845  
<APPREC-INCREASE-CURRENT>                      270,650   
<NET-CHANGE-FROM-OPS>                          260,413
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        299,411    
<NUMBER-OF-SHARES-REDEEMED>                    132,187
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         167,224     
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 27
   <NAME> V - FIDELITY ASSET MANAGER GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          537,009        
<INVESTMENTS-AT-VALUE>                         556,040
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           42,446          
<SHARES-COMMON-PRIOR>                            1,153
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        19,031
<NET-ASSETS>                                   556,040     
<DIVIDEND-INCOME>                                8,340  
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,489 
<NET-INVESTMENT-INCOME>                          5,851 
<REALIZED-GAINS-CURRENT>                        14,028  
<APPREC-INCREASE-CURRENT>                       19,517   
<NET-CHANGE-FROM-OPS>                           39,396 
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         53,791    
<NUMBER-OF-SHARES-REDEEMED>                     12,499
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          41,293    
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 28
   <NAME> V - FIDELITY ASSET MANAGER 
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       18,129,171           
<INVESTMENTS-AT-VALUE>                      22,462,108
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        1,326,764          
<SHARES-COMMON-PRIOR>                        1,221,448        
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     4,332,937      
<NET-ASSETS>                                22,462,108
<DIVIDEND-INCOME>                              701,929      
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 192,161      
<NET-INVESTMENT-INCOME>                        509,767      
<REALIZED-GAINS-CURRENT>                       578,783
<APPREC-INCREASE-CURRENT>                    1,567,973      
<NET-CHANGE-FROM-OPS>                        2,656,524        
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        469,994        
<NUMBER-OF-SHARES-REDEEMED>                    364,679
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         105,315      
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 29
   <NAME> V - FIDELITY INVESTMENT GRADE BOND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        2,269,043          
<INVESTMENTS-AT-VALUE>                       2,352,366
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          192,187          
<SHARES-COMMON-PRIOR>                          171,189
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        83,323   
<NET-ASSETS>                                 2,352,366
<DIVIDEND-INCOME>                              110,640
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  22,367   
<NET-INVESTMENT-INCOME>                         88,273
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                      (39,903)      
<NET-CHANGE-FROM-OPS>                           48,370      
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        113,296        
<NUMBER-OF-SHARES-REDEEMED>                     92,298
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          20,998       
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 30
   <NAME> V - ALGER SMALL CAPITALIZATION
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       11,394,354       
<INVESTMENTS-AT-VALUE>                      14,127,663 
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          345,335          
<SHARES-COMMON-PRIOR>                          263,322
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     2,733,309        
<NET-ASSETS>                                14,127,663         
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 118,508       
<NET-INVESTMENT-INCOME>                       (118,508)      
<REALIZED-GAINS-CURRENT>                        51,224
<APPREC-INCREASE-CURRENT>                      368,251        
<NET-CHANGE-FROM-OPS>                          300,967        
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        280,060        
<NUMBER-OF-SHARES-REDEEMED>                    198,046
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          82,014
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 31
   <NAME> V - ALGER GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        6,402,061        
<INVESTMENTS-AT-VALUE>                       8,000,345        
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          233,042       
<SHARES-COMMON-PRIOR>                          150,146
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,598,285       
<NET-ASSETS>                                 8,000,345
<DIVIDEND-INCOME>                                3,908    
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  58,005     
<NET-INVESTMENT-INCOME>                        (54,098)    
<REALIZED-GAINS-CURRENT>                       165,191
<APPREC-INCREASE-CURRENT>                      592,284      
<NET-CHANGE-FROM-OPS>                          703,377      
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        162,856       
<NUMBER-OF-SHARES-REDEEMED>                     79,960
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          82,896
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 32
   <NAME> V - ALGER INCOME & GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        2,405,858       
<INVESTMENTS-AT-VALUE>                       1,975,789
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          234,654           
<SHARES-COMMON-PRIOR>                           51,645
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (430,069)       
<NET-ASSETS>                                 1,975,789
<DIVIDEND-INCOME>                               24,326      
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  13,912    
<NET-INVESTMENT-INCOME>                         10,414   
<REALIZED-GAINS-CURRENT>                       813,188
<APPREC-INCREASE-CURRENT>                     (557,847)      
<NET-CHANGE-FROM-OPS>                          265,755
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        238,852       
<NUMBER-OF-SHARES-REDEEMED>                     55,843
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         183,009     
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 33
   <NAME> V - ALGER MIDCAP GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        4,851,056         
<INVESTMENTS-AT-VALUE>                       5,635,529
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          263,959        
<SHARES-COMMON-PRIOR>                          138,005
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       784,473
<NET-ASSETS>                                 5,635,529        
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  38,781      
<NET-INVESTMENT-INCOME>                        (38,781)     
<REALIZED-GAINS-CURRENT>                        74,978
<APPREC-INCREASE-CURRENT>                      330,733     
<NET-CHANGE-FROM-OPS>                          366,929
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        257,679        
<NUMBER-OF-SHARES-REDEEMED>                    131,725
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         125,954
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 34
   <NAME> V - ALGER BALANCED
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        1,036,004    
<INVESTMENTS-AT-VALUE>                         912,917
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           98,800        
<SHARES-COMMON-PRIOR>                           32,001
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (123,088)      
<NET-ASSETS>                                   912,917
<DIVIDEND-INCOME>                               29,838    
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   6,215     
<NET-INVESTMENT-INCOME>                         23,623  
<REALIZED-GAINS-CURRENT>                       199,719
<APPREC-INCREASE-CURRENT>                     (168,250)    
<NET-CHANGE-FROM-OPS>                           55,092
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         91,879       
<NUMBER-OF-SHARES-REDEEMED>                     25,080
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          66,800        
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 35
   <NAME> V - ALGER LEVERAGED ALLCAP
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        1,169,774        
<INVESTMENTS-AT-VALUE>                       1,188,550 
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           61,392       
<SHARES-COMMON-PRIOR>                            5,781
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        18,776
<NET-ASSETS>                                 1,188,550    
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   5,432
<NET-INVESTMENT-INCOME>                         (5,432)
<REALIZED-GAINS-CURRENT>                         4,125
<APPREC-INCREASE-CURRENT>                       17,913   
<NET-CHANGE-FROM-OPS>                           16,607
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         94,532         
<NUMBER-OF-SHARES-REDEEMED>                     38,921
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          55,611    
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 36
   <NAME> V - MFS EMERGING GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        2,533,503        
<INVESTMENTS-AT-VALUE>                       2,564,599
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          193,701          
<SHARES-COMMON-PRIOR>                           10,356
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        31,096
<NET-ASSETS>                                 2,564,599      
<DIVIDEND-INCOME>                                    0 
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   9,549
<NET-INVESTMENT-INCOME>                         (9,549)
<REALIZED-GAINS-CURRENT>                        21,561
<APPREC-INCREASE-CURRENT>                       32,734
<NET-CHANGE-FROM-OPS>                           44,747   
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        232,976        
<NUMBER-OF-SHARES-REDEEMED>                     49,631
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         183,345
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 37
   <NAME> V - MFS UTILITIES
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          383,098        
<INVESTMENTS-AT-VALUE>                         391,662
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           28,672         
<SHARES-COMMON-PRIOR>                            1,476
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         8,564
<NET-ASSETS>                                   391,662     
<DIVIDEND-INCOME>                                9,070
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,520 
<NET-INVESTMENT-INCOME>                          7,550
<REALIZED-GAINS-CURRENT>                        23,532   
<APPREC-INCREASE-CURRENT>                        9,810
<NET-CHANGE-FROM-OPS>                           40,892     
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         35,188   
<NUMBER-OF-SHARES-REDEEMED>                      7,991
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          27,197     
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 38
   <NAME> V - MFS WORLD GOVERNMENT
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          176,945      
<INVESTMENTS-AT-VALUE>                         183,422
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           17,337        
<SHARES-COMMON-PRIOR>                            1,555
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         6,477      
<NET-ASSETS>                                   183,422   
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     913 
<NET-INVESTMENT-INCOME>                           (913)
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                        7,363    
<NET-CHANGE-FROM-OPS>                            6,450
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         34,612      
<NUMBER-OF-SHARES-REDEEMED>                     18,831
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          15,782 
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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