AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCOUNT V
485APOS, 1998-03-02
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            As filed with the Securities and Exchange Commission on
   
                                February 27, 1998
    
                           Registration No. 333-15585

             ======================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------
   
                         Post-Effective Amendment No. 2
    
                                       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
   
                                  (Depositor)
    
                                 5900 "O" Street
                             Lincoln, Nebraska 68510

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

                               NORMAN M. KRIVOSHA

                          Secretary and General Counsel
                    Ameritas Variable Life Insurance Company
                                 5900 "O" Street
                             Lincoln, Nebraska 68510

                                -----------------
   
    Title of Securities Being Registered: Securities of Unit Investment Trust
                                          -----------------------------------

    Approximate Date of Proposed Public Offering: As soon as practicable after
    effective date.
    
            It is proposed that this filing will  become effective:
            [ ] immediate  upon  filing  pursuant to paragraph b
   
            [x] on May 1, 1998 pursuant to paragraph a of Rule 485
                -----------    
    
            [ ] on  ___________  pursuant to paragraph b of Rule 485

       
<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 Separate 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; Ameritas Variable
                Life Insurance Company
   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           Distribution of the Policies
   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                           
Universal Life Insurance Policy issued                           5900 "O" Street
by Ameritas Variable Life Insurance Company    P.O. Box 82550/Lincoln, NE  68501
    
- --------------------------------------------------------------------------------

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.

   
The Securities and Exchange Commission maintains a web site (http://www.sec.gov)
that contains other information  regarding  registrants that file electronically
with the Securities and Exchange Commission.
    

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, 1998.
    
                                                                   ENCORE!     1
<PAGE>
TABLE OF CONTENTS                                                           
   
                                                                            PAGE

Definitions.................................................................  3
Summary.....................................................................  6
Ameritas Variable Life Insurance Company and the Separate Account ..........  9
    Ameritas Variable Life Insurance Company................................  9
    Ameritas Variable Life Insurance Company Separate Account V............. 10
    Performance Information................................................. 10
    The Funds............................................................... 11
    Investment Objectives and Policies Of The Funds' Portfolios............. 12
    Fund Expense Summary.................................................... 16
    Addition, Deletion or Substitution of Investments....................... 17
    Fixed Account........................................................... 18
Policy Benefits............................................................. 18
    Purposes of the Policy.................................................. 18
    Death Benefit Proceeds.................................................. 19
    Death Benefit Options................................................... 19
    Methods of Affecting Insurance Protection............................... 20
    Duration of Policy...................................................... 21
    Accumulation Value...................................................... 21
    Net Cash Surrender Value Bonus.......................................... 21
    Benefits at Maturity.................................................... 22
    Payment of Policy Benefits.............................................. 22
Policy Rights............................................................... 23
    Loan Benefits........................................................... 23
    Surrenders.............................................................. 23
    Partial Withdrawals..................................................... 24
    Transfers............................................................... 24
    Systematic Programs..................................................... 25
    Free Look Privilege..................................................... 25
    Exchange Privilege...................................................... 25
Payment and Allocation of Premiums.......................................... 25
    Issuance of a Policy.................................................... 25
    Premiums................................................................ 26
    Allocation of Premiums and Accumulation Value........................... 27
    Policy Lapse and Reinstatement.......................................... 27
Charges and Deductions...................................................... 28
    Deductions From Premium Payments........................................ 28
    Charges from Accumulation Value......................................... 28
    Surrender Charge........................................................ 29
    Daily Charges Against the Separate Account.............................. 30
General Provisions.......................................................... 31
Distribution of the Policies................................................ 33
Federal Tax Matters......................................................... 33
Safekeeping of the Separate Account's Assets................................ 35
Third Party Services........................................................ 35
Voting Rights............................................................... 36
State Regulation of AVLIC................................................... 36
Executive Officers and Directors of AVLIC................................... 36
Legal Matters............................................................... 38
Legal Proceedings........................................................... 38
Experts..................................................................... 38
Additional Information...................................................... 38
Financial Statements........................................................ 38
Ameritas Variable Life Insurance Company Separate Account V................. 39
Ameritas Variable Life Insurance Company.................................... 61
Appendices.................................................................. 77
    

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

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

2     ENCORE!
<PAGE>



DEFINITIONS

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
Separate  Account,  the Fixed Account,  and any  Accumulation  Value held in the
General Account which secures Outstanding Policy Debt. (See page 21.)
    

ADMINISTRATIVE  EXPENSE  CHARGE  - A  charge,  which  is  part  of  the  Monthly
Deduction, to cover the cost of administering the Policy. (See page 28.)

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

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

   
AVLIC - Ameritas  Variable Life  Insurance  Company,  a Nebraska  stock company.
AVLIC's Home Office is located at 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 31 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 29.)

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 29.)

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

DECLARED  RATE - The interest  rate declared by AVLIC to be earned on amounts in
the Fixed  Account,  which AVLIC  guarantees to be no less than 3.5%.  (See page
18.)

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 19.)

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 18.)

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

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
27.)

                                                                   ENCORE!     3
<PAGE>
GUARANTEED  DEATH  BENEFIT (IN  MARYLAND,  "GUARANTEED  DEATH BENEFIT TO PREVENT
LAPSE") PERIOD - The number of years the Guaranteed Death Benefit provision will
apply. The period will vary based upon the Insured's Issue Age and rating class.
The period ranges from 3 to 25 years, and may be restricted as a result of state
law. In Massachusetts, state policy restricts the period to no greater than five
years. This benefit is provided without an additional  policy charge.  (See page
18.)

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

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

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

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

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

MATURITY  BENEFITS - The amount  payable to the  Policyowner,  if the Insured is
living,  on the Maturity Date. The Maturity  Benefit is the  Accumulation  Value
less any Outstanding Policy Debt. (See page 22.)

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 28.)

   
MORTALITY  AND EXPENSE  RISK CHARGE - a daily  charge that is deducted  from the
overall  assets of the Separate  Account to provide for the risk that  mortality
and expense costs may be greater than expected. (See page 30.)
    

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 26.)

NET PREMIUM - Premium paid less the Percent of Premium Charge (See page 27.)

OUTSTANDING  POLICY  DEBT - The  sum of all  unpaid  policy  loans  and  accrued
interest on policy loans. (See page 23.)

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 28.)

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
26.)

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

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

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

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

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

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

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.

   
SEPARATE 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  Separate  Account.  The
Separate  Account is segregated from the General Account and all other assets of
AVLIC. (See page 10.)
    

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

   
SUBACCOUNT - A subdivision  of the Separate  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 29.)

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

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

                                                                   ENCORE!     5
<PAGE>
SUMMARY

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

                                Diagram of Policy


                                PREMIUM PAYMENTS

                       You can vary amount and frequency.
                                        
                                       
                            DEDUCTIONS FROM PREMIUMS

                        Premium Charge for Taxes - 3.5% *

                                       
                                   NET PREMIUM

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

                             DEDUCTIONS FROM ASSETS

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

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


    LIVING BENEFITS              RETIREMENT BENEFITS           DEATH BENEFITS

Partial  withdrawals   can   Loans may be taken at a net    Generally income tax
be   made   (subject    to   zero  interest  rate  after    free to beneficiary.
certain restrictions). The   ten   years.  
death   benefit  will   be                                  Available   as  lump
reduced   by   the  amount   Should  the   policy  lapse    sum  or   under  the
of the partial withdrawal.   while loans are outstanding    five  payment  meth-
                             the  portion  of  the  loan    ods   available   as
Up  to fifteen free trans-   attributable  to   earnings    retirement benefits.
fers   can  be  made  each   will  become  taxable dist-
year   between the Invest-   ributions. (See page 23).  
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 23 and 29).

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

6     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 3 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  Life") and AmerUs Life Insurance  Company  ("AmerUs
Life").   Ameritas  Life,  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 $13.7
billion as of December 31, 1997. (page 9)
    

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:

[]   payment of a DEATH  BENEFIT,  which  will never be less than the  SPECIFIED
     AMOUNT  selected by the  POLICYOWNER  (page 19) 
[]   policy loan,  SURRENDER  and withdrawal  features (page 23)
[]   the  payment  of  MATURITY  BENEFITS  to the POLICYOWNER, if living, on the
     MATURITY DATE (page 22).

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  a SEPARATE  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  SEPARATE  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 21)
    
   
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  &  Research   Company,   Fred  Alger   Management,  Inc.,
Massachusetts Financial Services Company or Morgan Stanley Asset Management Inc.
These portfolios are:

[] FIDELITY MANAGEMENT & RESEARCH COMPANY:

                           VIP Money Market Portfolio
                           VIP Equity-Income Portfolio
                              VIP Growth Portfolio
                            VIP High Income Portfolio
                             VIP Overseas Portfolio
                         VIP II Asset Manager Portfolio
                     VIP II Investment Grade Bond Portfolio
                     VIP II Asset Manager: Growth Portfolio
                           VIP II Index 500 Portfolio
                           VIP II Contrafund Portfolio


[] FRED ALGER MANAGEMENT, INC.:
    
                                Growth Portfolio
                           Income and Growth Portfolio
                         Small Capitalization Portfolio
                               Balanced Portfolio
                             MidCap Growth Portfolio
                           Leveraged AllCap Portfolio

                                                                   ENCORE!     7
<PAGE>
   
[] MASSACHUSETTS FINANCIAL SERVICES COMPANY:

                            Emerging Growth Portfolio
                               Utilities Portfolio
                           World Governments Portfolio
                               Research Portfolio
                          Growth With Income Portfolio

[] MORGAN STANLEY ASSET MANAGEMENT INC.:

                        Emerging Markets Equity Portfolio
                             Global Equity Portfolio
                         International Magnum Portfolio
                             Asian Equity Portfolio
                           U.S. Real Estate Portfolio
    

Details about the  investment  objectives  and policies of each of the available
investment portfolios, including management fees and expenses, appear on page 12
of this prospectus. In addition to the listed portfolios,  POLICYOWNERS may also
elect to allocate NET PREMIUMS to AVLIC's FIXED ACCOUNT (page 18).

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 19).

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 78).

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 27).

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 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 26).
    

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 27).

8     ENCORE!
<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  26);
maximum premium  limitations  established  under the Federal tax laws (page 26);
and the impact that reduced premium  payments may have on the NET CASH SURRENDER
VALUE of your ENCORE! POLICY (page 28).

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 23).

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 not to exceed the lesser of $50 or 2% of the amount
withdrawn (currently,  the partial withdrawal charge is the lesser of $25 or 2%)
(page 24).

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 28).

   
For its services in  administering  the SEPARATE  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  SEPARATE  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 SEPARATE  ACCOUNT.  No MORTALITY AND EXPENSE RISK CHARGE
will be deducted from the amounts in the FIXED ACCOUNT.(page 30).
    

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 29).

POLICYOWNERS  who  choose  to  allocate  NET  PREMIUMS  to  one or  more  of the
SUBACCOUNTS  will also bear a pro rata share of the management fees and expenses
paid by each of the  investment  portfolios  in which  the  various  SUBACCOUNTS
invest.  No such management fees are assessed against NET PREMIUMS  allocated to
the FIXED ACCOUNT (page 30).

WHEN DOES MY 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 23). 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
21).

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 21). The MATURITY  DATE is the POLICY  ANNIVERSARY  nearest to the
INSURED'S  100th  birthday.  On  the  MATURITY  DATE,  AVLIC  will  pay  to  the
POLICYOWNER  an amount --  referred to as the  MATURITY  BENEFIT -- equal to the
ACCUMULATION  VALUE of your ENCORE!  POLICY,  less any  OUTSTANDING  POLICY DEBT
(page 22).

   
AMERITAS VARIABLE LIFE INSURANCE COMPANY AND THE SEPARATE 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 61.

                                                                   ENCORE!     9
<PAGE>
   
AVLIC is a  wholly  owned  subsidiary  of AMAL  Corporation,  a  Nebraska  stock
company.  AMAL  Corporation is a joint venture of Ameritas Life Insurance  Corp.
("Ameritas  Life"),  which owns a majority  interest  in AMAL  Corporation;  and
AmerUs Life Insurance Company ("AmerUs Life",  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 Life are at 5900 "O" Street, P.O. Box 82550, Lincoln, Nebraska 68501.
    

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

   
Ameritas  Life and its  subsidiaries  had total  assets at December 31, 1997  of
over $3.4 billion.  AmerUs Life had total assets as of December 31, 1997 of over
$10.3 billion.

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

Ameritas Life,  AmerUs Life and AMAL  Corporation  guarantee the  obligations of
AVLIC.  This  guarantee  will  continue  until AVLIC is recognized by a national
rating  agency as having a financial  rating equal to or greater  than  Ameritas
Life,  or  until  AVLIC is  acquired  by  another  insurance  company  who has a
financial  rating by a national  rating agency equal to or greater than Ameritas
Life and who agrees to assume the guarantee;  provided that if 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.("AIC"), the principal underwriter of the policies, may
publish in  advertisements  and reports to  Policyowners,  the ratings and other
information  assigned  to  Ameritas  Life and  AVLIC by one or more  independent
rating  services  and  charts  and  other  information  concerning  dollar  cost
averaging,   portfolio  rebalancing,   earnings  sweep,   tax-deference,   asset
allocation,  diversification,  long term market trends,  index  performance  and
other investment methods and programs.  The purpose of the ratings is to reflect
the financial strength and/or claims-paying ability of AVLIC. The ratings do not
relate to the performance of the Separate Account.
    

AMERITAS VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT V

   
Ameritas  Variable Life  Insurance  Company  Separate  Account V ("the  Separate
Account") was  established  under Nebraska law on August 28, 1985. The assets of
the  Separate  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  Separate  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 Separate
Account of a total market value at least equal to the reserve and other contract
liabilities  of the Separate  Account.  The  Separate  Account will at all times
contain  assets equal to or greater  than  Accumulation  Values  invested in the
Separate  Account.  Nevertheless,  to the extent assets in the Separate  Account
exceed AVLIC's liabilities in the Separate 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 Separate  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
Separate Account.  For state law purposes,  the Separate Account is treated as a
Division of AVLIC.
    

PERFORMANCE INFORMATION
   
Performance  information  for the  Subaccounts  of the Separate  Account and the
Funds   available  for  investment  by  the  Separate   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.
    

10     ENCORE!
<PAGE>
   
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  Separate  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 Separate 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,  "VIP" and "VIP 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").  VIP, which is managed by Fidelity Management & Research Company
("Fidelity"),  offers the following  portfolios:  Money  Market,  Equity-Income,
Growth, High Income and Overseas  Portfolios.  VIP 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  Portfolios.  The Morgan Stanley Fund offers
the following portfolios in connection with the Policy, all of which are managed
by Morgan Stanley Asset  Management  Inc.  ("MSAM"):  Emerging  Markets  Equity,
Global  Equity,   International  Magnum,  Asian  Equity  and  U.S.  Real  Estate
Portfolios.  Each Fund is registered  with the SEC under the Investment  Company
Act of 1940 as an open-end management investment company.
    

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

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

   
The  Leveraged  AllCap  Portfolio  may borrow money to increase its portfolio of
securities, and may purchase or sell options and enter into futures contracts on
securities  indexes  to  increase  gain or to hedge the value of the  Portfolio.
Certain of the  portfolios  are permitted to invest a portion of their assets in
non-investment  grade, high risk debt securities;  these portfolios  include The
VIP High Income, VIP Equity-Income,  VIP II Asset Manager:  Growth, VIP II 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 VIP Overseas Portfolio 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.
    

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

   
The Separate  Account will purchase and redeem shares from the Portfolios at the
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  is
automatically reinvested in 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  Separate  Account and one or more of the separate
accounts of another participating  insurance company. In the event of a material
conflict,  the affected  insurance  companies agree to take any necessary steps,
including  removing its separate accounts from the Funds, to resolve the matter.
The  risks of such  mixed  and  shared  funding  are  described  further  in the
prospectuses of the Funds.
    
<TABLE>
<CAPTION>
FIDELITY FUNDS

PORTFOLIO                  INVESTMENT POLICIES                                     OBJECTIVE
<S>                       <C>                                                     <C>   
   
VIP Money Market           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.            

VIP Equity-Income          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. 
                                                                                    
VIP Growth                 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.  

VIP High Income            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.

VIP Overseas               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.
    

12    ENCORE!
<PAGE>
   
VIP II Asset Manager       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.
                                                                                  
VIP II Investment          A portfolio of investment grade fixed-income            Seeks as high a level of current income as is 
Grade Bond                 securities with a dollar weighted average maturity      consistent with the preservation of capital.
                           of less than ten years.             

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

VIP II Index 500           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.

VIP II Contrafund          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>

       

<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.

                                                                 ENCORE!     13
<PAGE>
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 and convertible securities, 
                           into common stocks.  Except during defensive periods,    with emphasis on income producing securities 
                           it is anticipated that 25% of the portfolio assets       which appear to have potential for capital
                           will be invested in fixed income senior securities.      appreciation. 
    

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

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


MFS FUNDS
PORTFOLIO                  INVESTMENT POLICIES                                      OBJECTIVE

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

14     ENCORE!
<PAGE>
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         At least 65% will  normally  be  invested  in common     Seeks to provide reasonable current income and
Series                     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!     15
<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, 1997, 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
   
FIDELITY
<S>                                       <C>                              <C>                       <C>    
VIP Money Market                           .21%                             .10%                       .31%    
VIP Equity-Income                          .50%                             .07%                       .57%(1)
VIP Growth                                 .60%                             .07%                       .67%(1)
VIP High Income                            .59%                             .12%                       .71%
VIP Overseas                               .75%                             .15%                       .90%(1)
VIP II Asset Manager                       .55%                             .09%                       .64%(1)
VIP II Investment Grade Bond               .44%                             .14%                       .58%
VIP II Asset Manager:  Growth              .60%                             .16%                       .76%(1)
VIP II Index 500                           .24%                             .04%                       .28%(2)
VIP II Contrafund                          .60%                             .08%                       .68%(1)


ALGER AMERICAN (3)
Growth                                     .75%                             .04%                       .79%
Income and Growth                         .625%                            .115%                       .74%    
Small Capitalization                       .85%                             .04%                       .89%    
Balanced                                   .75%                             .26%                      1.01%     
MidCap Growth                              .80%                             .04%                       .84%
Leveraged AllCap                           .85%                             .15%                      1.00%     


MFS
Emerging Growth                            .75%                             .15%(4)                    .90%(5)
Utilities                                  .75%                             .25%(4)                   1.00%(5)
World Governments                          .75%                             .25%(4)                   1.00%(5)
Research                                   .75%                             .17%(4)                    .92%(5)
Growth With Income                         .75%                             .25%(4)                   1.00%(5)


MORGAN STANLEY
Emerging Markets Equity(6)                   0%                            1.75%                      1.75%
Global Equity(7)                             0%                            1.15%                      1.15%
International Magnum(7)                      0%                            1.15%                      1.15%
Asian Equity(7)                              0%                            1.20%                      1.20%
U.S. Real Estate(7)                          0%                            1.10%                      1.10%


(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, .92% for Overseas Portfolio, .65%
         for Asset Manager Portfolio,  .71% for Contrafund  Portfolio,  and .77%
         for Asset Manager: Growth Portfolio.
    
</TABLE>

16     ENCORE!
<PAGE>
   
(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 .27%,
         .13% and .40% respectively, on an annualized basis.

(3)      Fred  Alger  Management,   Inc.  ("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 .04%
         of interest expense.

(4)      MFS  has  agreed  to  bear   expenses  for  each  series,   subject  to
         reimbursement  by each series,  such that each series "Other  Expenses"
         shall not  exceed  .25% of the  average  daily net assets of the series
         during the current fiscal year. Absent this expense arrangement, "Other
         Expenses" and "Total"  expenses would be .45% and 1.20%,  respectively,
         for the Utilities Series; .40% and 1.15%,  respectively,  for the World
         Governments  Series; and .35% and 1.10%,  respectively,  for the Growth
         With Income Series.
    

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

   
(6)      For the fiscal  year ended  December  31,  1997  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%, 2.87% and 4.12%, respectively.

(7)      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 as  follows  based on the  annualized
         period January 2, 1997 through  December 31, 1997 for Global Equity and
         International Magnum portfolios.  The U.S. Real Estate and Asian Equity
         portfolios  were based on the  annualized  period March 3, 1997 through
         December 31, 1997. Global Equity: .80%; 1.63%; and 2.43%. International
         Magnum:  .80%;  1.98%; and 2.78%.  U.S. Real Estate:  .80%;  1.52%; and
         2.32%. Asian Equity: .80%; 2.30%; and 3.10%.
    

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

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

                                                                  ENCORE!     17
<PAGE>
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
Separate Account and the Fixed Account. (See Transfers, page 24.)

Payments  allocated  to the Fixed  Account  and  transferred  from the  Separate
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  Separate  Account.  Thus  the
Policyowner  benefits from any  appreciation in value of the underlying  assets,
but bears the investment risk of any depreciation in value. As a result, whether
or not a Policy  continues  in force  may  depend  in part  upon the  investment
experience  of the chosen  Subaccounts.  The  failure to pay a Planned  Periodic
Premium  will not  necessarily  cause the Policy to lapse,  but the Policy could
lapse even if Planned  Periodic  Premiums  have been  paid,  depending  upon the
investment  experience of the Separate 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.
    

18     ENCORE!
<PAGE>
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 22.)

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 22.) 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 27.) 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!     19
<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 28 and Federal Tax Matters, page 33.)

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
28 and Federal Tax Matters, page 33.)

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 Policy Years four
through ten, 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.  After the tenth Policy Year, the Specified Amount may
not be less than  $100,000,  regardless  of age. 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 26.)

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 27.)
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 28.)

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

20     ENCORE!
<PAGE>
of the Policy's  Accumulation  Value.  Certain of these changes may have Federal
Tax consequences. The consequences of each of these methods will depend upon the
individual circumstances.

DURATION OF THE POLICY
The duration of the Policy generally  depends upon the  Accumulation  Value. The
Policy  will  remain  in  force  so long  as the Net  Cash  Surrender  Value  is
sufficient  to pay the Monthly  Deduction  or if the  Guaranteed  Death  Benefit
provision is in effect.  (See Charges from Accumulation  Value, page 28.) 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 27.)

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

Accumulation  Value is determined on each Valuation Date. On the Issue Date, the
Accumulation  Value will equal the portion of any Net Premium  allocated  to the
Investment  Options,  reduced  by the  portion  of the first  Monthly  Deduction
allocated  to  the  Investment   Options.   (See   Allocation  of  Premiums  and
Accumulation   Value,  page  27.)  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 Separate Account, page 30.)
    

                                                                  ENCORE!     21
<PAGE>
VALUATION DATE AND VALUATION  PERIOD.  A Valuation Date is each day on which the
New York Stock Exchange ("NYSE") is open for trading.  A Valuation Period is the
period between two successive  Valuation  Dates,  commencing at the close of the
NYSE on each  Valuation  Date and  ending  at the  close of the NYSE on the next
succeeding Valuation Date.

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

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

PAYMENT OF POLICY BENEFITS
Death Benefit  Proceeds  under the Policy will usually be paid within seven days
after  AVLIC  receives  Satisfactory  Proof of  Death.  Maturity  Benefits  will
ordinarily be paid within seven days of receipt of a written  request.  Payments
may be postponed in certain circumstances.  (See Postponement of Payments,  page
32.) 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.

22     ENCORE!
<PAGE>
POLICY RIGHTS

LOAN BENEFITS

LOAN PRIVILEGES.  After the first Policy  Anniversary  Date, the Policyowner may
borrow an amount up to the current Net Cash  Surrender  Value less twelve  times
the most recent Monthly  Deduction,  at regular or, as described below,  reduced
loan  rates.  Loans  usually  are funded  within  seven days after  receipt of a
written request. The loan may be repaid at any time while the Insured is living,
prior to the Maturity  Date.  Policyowners  in certain states may borrow 100% of
the Net Cash Surrender Value after deducting Monthly Deductions and any interest
on policy loans that will be due for the remainder of the Policy Year. Loans may
have a tax consequence. (See Federal Tax Matters, page 33.)

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
27.)

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.

                                                                  ENCORE!     23
<PAGE>
(See  Postponement of Payments,  page 32.) Surrenders may have tax consequences.
Once a policy is  Surrendered,  it may not be reinstated.  (See Tax Treatment of
Policy Proceeds, page 35.)

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 22.)

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

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

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

The Specified  Amount  remaining in force after a partial  withdrawal may not be
less than  $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
Policy Years four through ten, 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.  After the tenth Policy
Year, the Specified  Amount  remaining in force  following a partial  withdrawal
must  be at  least  $100,000,  regardless  of age.  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 30.)
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 Separate
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 30.) Additional  restrictions on transfers may
be imposed at the fund level. Specifically,  fund managers may have the right to
refuse sales, or suspend or terminate the offering of portfolio  shares, if they
determine that such action is necessary in the best interests of the portfolio's
shareholders.  If a fund manager refuses a transfer for any reason, the transfer
will not be allowed.  AVLIC will not be able to process the transfer if the fund
manager  refuses.  Transfers  resulting  from  policy  loans or  exercise of the
exchange  privilege  will not be subject  to a  transfer  charge and will not be
counted towards the fifteen free transfers per policy year.
    

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

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

24     ENCORE!
<PAGE>
follows for transactions initiated by telephone include, but are not limited to,
requiring  the  Policyowner  to provide the policy  number at the time of giving
transfer  instructions;   AVLIC's  tape  recording  of  all  telephone  transfer
instructions;  and the provision, by AVLIC, of written confirmation of telephone
transactions.

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

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

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

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

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

FREE-LOOK PRIVILEGE
   
The  Policyowner  may  cancel the  Policy  within 10 days after the  Policyowner
receives it, within 10 days after AVLIC  delivers a notice of the  Policyowner's
right  of  cancellation,  or  within  45  days  of  completing  Part  I  of  the
application,  whichever  is later.  The  amount of the  refund is the sum of all
charges  deducted from  premiums  paid,  plus the net premiums  allocated to the
Investment  Options adjusted by investment gains and losses, if allowed by state
law. Otherwise,  the amount of the refund will equal the gross premiums paid. To
cancel the  Policy,  the  Policyowner  should  mail or deliver it to the selling
agent, or 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 32.)
    

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 ( 5900 "O" Street, P.O. Box 82550,  Lincoln,  Nebraska
68501.) A Policy will generally be issued only to
    

                                                                  ENCORE!     25
<PAGE>
individuals 20-80 years of age on their nearest birthday who supply satisfactory
evidence of insurability to AVLIC. Acceptance is subject to AVLIC's underwriting
rules, and AVLIC reserves the right to reject an application for any reason.

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

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

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 21.) 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 27.)

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

26     ENCORE!
<PAGE>
reserves  the right to change any  limitation.  In no event may the total of all
premiums paid, both planned and unscheduled,  exceed the current maximum premium
limitations established by federal tax laws. (See Tax Status of the Policy 34.)

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

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

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

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

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

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

The notice will  specify the premium  required to keep the Policy in force.  The
required  premium will be equal to the greater of the amount  necessary to cover
the  Monthly  Deductions  and Percent of Premium  Charges  for the three  Policy
Months after  commencement of the Grace Period, or the amount necessary to raise
the Net Cash Surrender Value as of the date of reinstatement above zero. Failure
to pay the required  premium within the Grace Period will result in lapse of the
Policy.  If the  Insured  dies  during the Grace  Period,  any  overdue  Monthly
Deductions and  Outstanding  Policy Debt will be deducted from the Death Benefit
Proceeds. (See Charges and Deductions, page 28.)

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);
                                                                 ENCORE!     27

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

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

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

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

   (2)   three times the current Monthly Deduction.

The amount of Accumulation  Value on the date of reinstatement  will be equal to
the amount of the Net Cash  Surrender  Value on the date of lapse,  increased by
the premium paid at  reinstatement,  less the Percent of Premium Charges and the
amounts stated above, plus that part of the Contingent Deferred Sales Charge and
Contingent  Deferred  Administrative  Charge that would apply if the Policy were
Surrendered on the date of reinstatement.  The last addition to the Accumulation
Value is designed to avoid  duplicate  Surrender  Charges.  The original  Policy
Date, and the dates of increases in the Specified Amount (if  applicable),  will
be used for purposes of calculating  the Surrender  Charge.  If any  Outstanding
Policy Debt was reinstated,  that debt will be held in AVLIC's General  Account.
Accumulation   Value   calculations   will  then  proceed  as  described   under
"Accumulation Value" on page 21.

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 29.)

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 33.) 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.

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

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

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>

       Policy Year            Percent of Surrender            Policy Year             Percent of Surrender
                              Charge maximum that                                   Charge maximum that will
                            will apply during Policy                                apply during Policy Year
                                      Year
          <S>                        <C>                          <C>                          <C>
           1-5                        100%                         11                           40%
            6                          90%                         12                           30%
            7                          80%                         13                           20%
            8                          70%                         14                           10%
            9                          60%                         15+                           0%
           10                          50%
</TABLE>

                                                                  ENCORE!     29
<PAGE>
No Surrender  Charge will be assessed upon decreases in the Specified  Amount of
the Policy or partial  withdrawals of Accumulation  Value. AVLIC will,  however,
assess Surrender  Charges due to increases in Specified  Amount.  The Contingent
Deferred Sales Charge  component of the Surrender  Charge on such increases will
be assessed  based on the premiums  allocated to the increase,  at the lesser of
(i) 15% of the allocated premiums received up to the SEC Guideline Premium, plus
5% of the allocated premiums received in excess of the SEC Guideline Premium for
the increase,  up to an amount equal to twice the SEC Guideline  Premium for the
increase,  plus 4.5% of the  allocated  premiums  received  in excess of two SEC
Guideline  Premium(s)  for the  increase;  or (ii) 40% of the maximum  Surrender
Charge applicable to the increase. The Contingent Deferred Administrative Charge
component of the Surrender  Charge on increases in the Specified  Amount will be
assessed as noted above with respect to the initial Specified Amount. It will be
based on the  Attained  Age at the time of the  increase  and the  amount of the
increase in the Specified Amount.  Surrender Charges in increases in the initial
Specified  Amount will be applied with respect to Surrenders  within 15 years of
the date of the increase.

   
The sales  charges  applied in any Policy  Year are not  necessarily  related to
actual distribution  expenses incurred in that year.  Instead,  AVLIC expects to
incur the  majority of  distribution  expenses in the early  Policy Years and to
recover amounts to pay such expenses over the life of the Policy.  To the extent
that sales and  distribution  expenses  exceed sales charges in any year,  AVLIC
will pay such expenses from its other assets or surplus in its General  Account,
including  amounts  derived from  mortality and expense risk charges,  and other
charges made under the Policy.  AVLIC believes that this distribution  financing
arrangement will benefit the Separate 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 SEPARATE ACCOUNT
A daily Mortality and Expense Risk Charge will be deducted from the value of the
net assets of the Separate Account to compensate AVLIC for mortality and expense
risks assumed in connection with the Policy. This daily charge from the Separate
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 Separate  Account.  The daily
charge will be deducted  from the net asset value of the Separate  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  Separate  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 Separate  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.
    

30     ENCORE!
<PAGE>
   
AVLIC may receive  administrative  fees from the investment  advisers of certain
Funds.  AVLIC  currently does not assess a separate  charge against the Separate
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
Separate  Account  will incur any  Federal,  or any  significant  state or local
income tax liability,  or if the Federal,  state or local tax treatment of AVLIC
changes.
    

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

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

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

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

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

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

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

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

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

                                                                  ENCORE!     31
<PAGE>
   
POSTPONEMENT  OF  PAYMENTS.  Payment  of  any  amount  upon  Surrender,  partial
withdrawal,  policy loans, benefits payable at death or maturity,  and transfers
may be postponed whenever:  (i) the New York Stock Exchange is closed other than
customary  weekend  and  holiday  closings,  or  trading  on the New York  Stock
Exchange is restricted as determined by the Securities and Exchange  Commission;
(ii)  the  Commission  by  order  permits  postponement  for the  protection  of
Policyowners;  (iii) an emergency exists, as determined by the Commission,  as a
result of which  disposal of securities is not  reasonably  practicable or it is
not reasonably  practicable to determine the value of the Separate 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 Separate
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.  Quarterly  statements are
also mailed  detailing Policy activity during the calendar  quarter.  Instead of
receiving an immediate  confirmation of transactions made pursuant to some types
of periodic  payment plan (such as a dollar cost averaging  program,  or payment
made by automatic  bank draft or salary  reduction  arrangement),  the Owner may
receive  confirmation of such  transactions in their quarterly  statements.  The
Owner should review the information in these statements carefully. All errors or
corrections must be reported to AVLIC  immediately to assure proper crediting to
the  Policy.  AVLIC will  assume all  transactions  are  accurately  reported on
quarterly  statements  unless AVLIC is otherwise  notified  within 30 days after
receipt of the statement.  The  Policyowner  will also be sent a periodic report
for the Funds and a list of the portfolio  securities  held in each portfolio of
the Funds.
    

ADDITIONAL INSURANCE BENEFITS (RIDERS.) Subject to certain requirements,  one or
more of the following  additional insurance benefits may be added to a Policy by
rider.  All  riders  are not  available  in all  states.  The cost,  if any,  of
additional insurance benefits will be deducted as part of the Monthly Deduction.
(See Charges From Accumulation Value - Monthly Deduction, page 28.)

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.

32 ENCORE!     
<PAGE>
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.  In 1997, AIC received  gross  variable  universal life
compensation of  $11,369,404,  and retained  $438,745 in underwriting  fees, and
$2,975 in brokerage commissions on AVLIC's variable universal life policies.
    

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

Under these selling  agreements,  AVLIC pays  commission to the  broker-dealers,
which in turn pay  commissions to the Registered  Representative  who sells this
Policy.  During the first Policy Year,  the commission may equal an amount up to
90% 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 28) 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 Separate 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
     Separate 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 Separate
     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  Separate  Account  with  respect  to the  sale of the
     Policies.  Accordingly,  no charge is being made  currently to the Separate
     Account for federal income taxes. If, however, AVLIC determines that it may
     incur such taxes  attributable  to the  Separate  Account,  it may assess a
     charge for such taxes against the Separate Account.
    

                                                                  ENCORE!     33
<PAGE>
   
     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 Separate Account. If there is a material change
     in state or local tax laws,  charges  for such  taxes  attributable  to the
     Separate Account, if any, may be assessed against the Separate 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.  If a life  insurance  policy  is  classified  as a
     modified  endowment  contract,  distributions from it (including loans) are
     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  (but are not
     limited to) changes in Death Benefits and changes in the Specified  Amount.
     Should the Policy become a "modified  endowment  contract"  partial or full
     Surrenders,  assignments,  pledges,  and loans (including loans to pay loan
     interest)  under the Policy will be taxable to the extent of any gain under
     the Policy.  A 10% penalty tax also  applies to the taxable  portion of any
     distribution  prior to the  taxpayer's age 59 1/2. The 10% penalty tax does
     not apply if the  taxpayer 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
     taxpayer or the joint lives of the taxpayer 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.  All  modified  endowment  policies  issued  by AVLIC to the same
     Policyowner  in any 12 month period are treated as one  modified  endowment
     contract for purposes of  determining  taxable gain under  Section 72(e) of
     the Internal  Revenue Code. Any life insurance  policy received in exchange
     for a  modified  endowment  contract  will also be  treated  as 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 Separate Account to be "adequately diversified" in order
     for the Policy to be treated as a life  insurance  contract for federal tax
     purposes.  The Separate 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 Separate
     Account or otherwise to qualify the Policy for favorable tax treatment.
    

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

34     ENCORE!     
<PAGE>
   
(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  generally be
     excludable from the gross income of the beneficiary under Section 101(a)(1)
     of the Code and the  Policyowner  will not be deemed to be in  constructive
     receipt  of the  Accumulation  Value  under the  Policy  until  its  actual
     Surrender.  However,  in the event of certain cash distributions  under the
     Policy  resulting from any change which reduces  future  benefits under the
     Policy,  the  distribution  will be taxed  in whole or in part as  ordinary
     income (to the extent of gain in the Policy.) See discussion  page 33, "Tax
     Status of the Policy."

     AVLIC also believes that loans  received  under a Policy will be treated as
     indebtedness of the Policyowner and that no part of any loan under a Policy
     will constitute  income to the Policyowner so long as the Policy remains in
     force,  unless the Policy  becomes  a  "modified endowment contract."   See
     discussion  of  modified  endowment  contract  distributions  page 34, "Tax
     Status of the  Policy."  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 on the lives of  officers,
     employees or persons  financially  interested  in the  taxpayer's  trade or
     business. 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.  The  Taxpayer  Relief Act of 1997 ("TRA
     '97"), further expanded the interest deduction  disallowance for businesses
     by providing,  with respect to policies  issued after June 8, 1997, that no
     deduction is allowed for interest paid or accrued on any indebtedness  with
     respect to life insurance  covering the life of any  individual  (except as
     noted above under  pre-'97 law with respect to key persons and pre-June 21,
     1986 policies).  TRA '97 also provides that no deduction is permissible for
     premiums  paid on a life  insurance  policy if the  taxpayer is directly or
     indirectly a beneficiary  under the policy.  Also under TRA '97 and subject
     to  certain  exceptions,  for  contracts  issued  after  June 8,  1997,  no
     deduction  is allowed for that  portion of a  taxpayer's  interest  expense
     that's  allocable  to  unborrowed  policy cash  values.  This  disallowance
     generally does not apply to policies owned by natural persons. 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 25), the right to change
     owners (See General  Provisions,  page 31), and the  provision  for partial
     withdrawals (See Surrenders,  page 23) may have tax consequences  depending
     on the circumstances of such exchange, change, or withdrawal. Upon complete
     Surrender or when Maturity  Benefits are paid, if the amount  received plus
     any Outstanding  Policy Debt exceeds the total premiums paid (the "basis"),
     that are not treated as previously withdrawn by the Policyowner, the excess
     generally will be taxed as ordinary income.

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

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS
AVLIC holds the assets of the Separate  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

                                                                   ENCORE!    35
<PAGE>
no responsibility for the investment  allocations and transfers  transacted on a
contract  owner's  behalf by such  third  parties or any  investment  allocation
recommendations made by such parties.  Contract owners should be aware that fees
paid for such  services  are  separate  and in  addition  to fees paid under the
contracts.

VOTING RIGHTS
   
AVLIC is the legal holder of the shares held in the  Subaccounts of the Separate
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  Separate  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 Separate  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 Separate Account.
    

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, 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.

   
WILLIAM J. ATHERTON, DIRECTOR, PRESIDENT, AND CHIEF OPERATING OFFICER*
Director:  AMAL Corporation;  President:  North American Security Life Insurance
Company;  also served as officer and/or  director of other  subsidiaries  and/or
affiliates of North American. 
    

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.

   
GARY R. MCPHAIL, DIRECTOR, EXECUTIVE VICE PRESIDENT****
Director, President, and Chief Executive Officer: AmerUs Life Insurance Company;
also serves as officer and/or director of other  subsidiaries  and/or affiliates
of AmerUs Life  Insurance  Company;  Executive  Vice  President - Marketing  and
Individual  Operations:  New York Life  Insurance  Company;  President:  Lincoln
National Sales Corporation.
    
36     ENCORE!
<PAGE>

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.

   
BRIAN J. CLARK, VICE PRESIDENT-FIXED ANUITY PRODUCT DEVELOPMENT ****
Senior Vice President - Product Management: AmerUs Life Insurance Company.

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

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

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

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

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

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

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

   
CYNTHIA J. LAVELLE, VICE PRESIDENT-OPERATIONS AND SUPPORT*
Assistant Vice President - Variable Operations: 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.

                                                                   ENCORE!    37
<PAGE>
       
KEVIN WAGONER, ASSISTANT TREASURER****
Director Investment Accounting:  AmerUs Life Insurance Company (f.k.a.  American
Mutual Life Insurance  Company,  f.k.a.  Central Life  Assurance  Company*****);
Senior Financial Analyst: Target Stores.



  *Principal business address:         Ameritas Variable Life Insurance Company
                                       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:   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 Separate  Account is a party or to
which the assets of the Separate  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 Separate Account.


EXPERTS
The financial statements of AVLIC as of December 31, 1997 and 1996, and for each
of the three years in the period  ended  December 31,  1997,  and the  financial
statements  of Separate  Account V as  of December 31, 1997, and for each of the
three  years in the period then ended,  included  in this  Prospectus  have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
reports appearing herein,  and are included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
    

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

ADDITIONAL INFORMATION
   
A  registration  statement  has been  filed  with the  Securities  and  Exchange
Commission,  under the Securities  Act of 1933, as amended,  with respect to the
Policy offered hereby.  This Prospectus does not contain all the information set
forth in the  registration  statement  and the  amendments  and  exhibits to the
registration   statement,  to  all  of  which  reference  is  made  for  further
information  concerning  the  Separate  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 Separate Account.
    

38     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, 1997, 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, 1997. 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, 1997,  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


Lincoln, Nebraska
February 2, 1998


                                                                  ENCORE!     39
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                             STATEMENT OF NET ASSETS
                             -----------------------
                                DECEMBER 31, 1997
                                -----------------



ASSETS

INVESTMENTS AT NET ASSET VALUE:
    <S>                                                                                  <C>   
     Variable Insurance Products Fund:
     ---------------------------------
 
        Money Market Portfolio - 7,552,485.910 shares at
           $1.00 per share (cost $7,552,486)                                               $        7,552,486

         Equity-Income Portfolio - 1,018,225.148 shares at
           $24.28 per share (cost $17,057,993)                                                     24,722,507

         Growth Portfolio - 872,066.612 shares at
           $37.10 per share (cost $19,311,493)                                                     32,353,671

         High Income Portfolio - 598,367.840 shares at
           $13.58 per share (cost $6,613.479)                                                       8,125,835

         Overseas Portfolio - 695,077.235 shares at
           $19.20 per share (cost $10,900,272)                                                     13,345,483

     Variable Insurance Products Fund II:
     ------------------------------------

         Asset Manager Portfolio - 1,531,564.418 shares at
           $18.01 per share (cost $21,257,550)                                                     27,583,475

         Investment Grade Bond Portfolio - 237,050.443 shares at
           $12.56 per share (cost $2,804,441)                                                       2,977,354

         Contrafund Portfolio - 389,113.666 shares at
           $19.94 per share (cost $6,496,810)                                                       7,758,926

         Index 500 Portfolio - 94,728.864 shares at
           $114.39 per share (cost $8,735,694)                                                     10,836,035

         Asset Manager: Growth Portfolio - 140,054.018 shares at
           $16.36 per share (cost $1,950,189)                                                       2,291,284

     Alger American Fund:
     --------------------

         Small Capitalization Portfolio - 403,465.664 shares at
           $43.75 per share (cost $13,707,354)                                                     17,651,623

         Growth Portfolio - 300,282.630 shares at
           $42.76 per share (cost $9,099,665)                                                      12,840,085

         Income and Growth Portfolio - 381,241.041 shares at
           $10.99 per share (cost $3,864,736)                                                       4,189,839

         Midcap Growth Portfolio - 312,259.570 shares at
           $24.18 per share (cost $5,997,773)                                                       7,550,436

         Balanced Portfolio - 125,291.131 shares at
           $10.76 per share (cost $1,308,301)                                                       1,348,133

         Leveraged Allcap Portfolio - 104,973.976 shares at
           $23.17 per share (cost $2,114,624)                                                       2,432,247


The accompanying notes are an integral part of these financial statements.
</TABLE>
40     ENCORE!
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                             STATEMENT OF NET ASSETS
                             -----------------------
                                DECEMBER 31, 1997
                                -----------------


ASSETS, CONTINUED
    <S>                                                                                  <C>    
     MFS Variable Insurance Trust:
     -----------------------------

         Emerging Growth Series Portfolio - 415,653.648 shares at
           $16.14 per share (cost $5,739,754)                                                       6,708,650

         World Governments Series Portfolio - 21,729.618 shares at
           $10.21 per share (cost $221,949)                                                           221,859
        
         Utilities Series Portfolio - 94,348.503 shares at
           $17.99 per share (cost $1,433,157)                                                       1,697,330

         Research  Series Portfolio - 61,452.261 shares at
           $15.79 per share (cost $952,090)                                                           970,331

         Growth with Income Series Portfolio - 99,317.062 shares at                             
           $16.44 per share (cost $1,629,259)                                                       1,632,772
                                             
     Morgan Stanley Universal Funds:
     -------------------------------

         Asian Equity Portfolio - 33,225.337 shares at                                                187,391
           $5.64 per share (cost $238,689)

         Emerging Markets Equity Portfolio - 78,194.995 shares at                                     737,379
           $9.43 per share (cost $881,793)

         Global Equity Portfolio - 72,507.289 shares at                                               851,236
           $11.74 per share (cost $849,086)

         International Magnum Portfolio - 51,120.253 shares at                                        530,628
           $10.38 per share (cost $575,396)

         U.S. Real Estate Portfolio - 55,401.749 shares at                                            632,134
          $11.41 per share (cost $613,044)
                                                                                               ---------------


         NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS                                      $    197,729,129
                                                                                               ===============




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

                                                                  ENCORE!     41
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------

                                                                                           VARIABLE INSURANCE PRODUCTS FUND
                                                                                  --------------------------------------------------
                                                                                       MONEY            EQUITY
                                                                                      MARKET            INCOME           GROWTH
                                                                      TOTAL          PORTFOLIO         PORTFOLIO        PORTFOLIO
                                                                 ---------------- ----------------  ---------------- ---------------
                             1997
                             ----
<S>                                                           <C>               <C>              <C>               <C>   
INVESTMENT INCOME:
 Dividend distributions received                               $       2,670,710 $        463,675 $         290,414 $       177,070
 Mortality and expense risk charge                                    (1,574,558)         (84,611)         (201,066)       (278,073)
                                                                 ---------------- ----------------  ---------------- ---------------
NET INVESTMENT INCOME(LOSS)                                            1,096,152          379,064            89,348        (101,003)
                                                                 ---------------- ----------------  ---------------- ---------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
 Net realized gain (loss) on investments                               6,045,040              ----        1,460,138         792,600
 Net change in unrealized appreciation (depreciation)                 21,418,187              ----        3,371,385       5,089,744
                                                                 ---------------- ----------------  --------------------------------
NET GAIN(LOSS) ON INVESTMENTS                                         27,463,227              ----        4,831,523       5,882,344
                                                                 ---------------- ----------------  ---------------- ---------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $      28,559,379 $        379,064 $       4,920,871 $     5,781,341
                                                                 ================ ================  ================ ===============


                             1996
                             ----
INVESTMENT INCOME:
 Dividend distributions received                               $       1,837,028 $        383,333 $          19,764 $        56,401
 Mortality and expense risk charge                                    (1,085,616)         (71,053)         (141,453)       (223,387)
                                                                 ---------------- ----------------  ---------------- ---------------
NET INVESTMENT INCOME(LOSS)                                              751,412          312,280          (121,689)       (166,986)
                                                                 ---------------- ----------------  ---------------- ---------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
 Net realized gain (loss) on investments                               4,152,296              ----          566,577       1,424,128
 Net change in unrealized appreciation (depreciation)                  7,185,902              ----        1,388,228       1,591,342
                                                                 ---------------- ----------------  --------------------------------
NET GAIN(LOSS) ON INVESTMENTS                                         11,338,198              ----        1,954,805       3,015,470
                                                                 ---------------- ----------------  ---------------- ---------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $      12,089,610 $        312,280 $       1,833,116 $     2,848,484
                                                                 ================ ================  ================ ===============


                             1995
                             ----
INVESTMENT INCOME:
 Dividend distributions received                               $       1,293,935 $        330,031 $         223,698 $        71,777
 Mortality and expense risk charge                                      (723,000)         (57,621)          (89,161)       (160,505)
                                                                 ---------------- ----------------  ---------------- ---------------
NET INVESTMENT INCOME(LOSS)                                              570,935          272,410           134,537         (88,728)
                                                                 ---------------- ----------------  ---------------- ---------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
 Net realized gain (loss) on investments                                 403,845              ----          334,949             ----
 Net change in unrealized appreciation (depreciation)                 14,755,373              ----        2,148,654       4,664,368
                                                                 ---------------- ----------------  --------------------------------
NET GAIN(LOSS) ON INVESTMENTS                                         15,159,218              ----        2,483,603       4,664,368
                                                                 ---------------- ----------------  ---------------- ---------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $      15,730,153 $        272,410 $       2,618,140 $     4,575,640
                                                                 ================ ================  ================ ===============

(1) Commenced  business  09/05/95 
(2) Commenced  business  10/17/95 
(3) Commenced business   09/13/95


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

42     ENCORE!
<PAGE>
<TABLE>
<CAPTION>
                                   (CONTINUED)


     VARIABLE INSURANCE PRODUCTS FUND                                VARIABLE INSURANCE PRODUCTS FUND II
   -------------------------------------  ------------------------------------------------------------------------------------------
                                                               INVESTMENT                                            ASSET MANAGER
      HIGH INCOME         OVERSEAS         ASSET MANAGER          GRADE           CONTRAFUND        INDEX 500           GROWTH
       PORTFOLIO          PORTFOLIO          PORTFOLIO        BOND PORTFOLIO      PORTFOLIO (1)     PORTFOLIO (2)     PORTFOLIO (3)
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ----------------
<S>                 <C>                <C>                <C>                 <C>              <C>               <C>


$            456,382 $          183,138 $          782,791 $           138,030 $         28,971 $          32,977 $            ----
             (65,009)          (115,217)          (232,839)            (25,608)         (50,896)          (71,508)         (14,685)
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------
             391,373             67,921            549,952             112,422          (21,925)          (38,531)         (14,685)
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------


              56,407            727,004          1,963,611                 ----          76,565            66,916            1,179
             585,776            646,688          1,992,988              89,590          991,738         1,946,609          322,064
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------
             642,183          1,373,692          3,956,599              89,590        1,068,303         2,013,525          323,243
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------
$          1,033,556 $        1,441,613 $        4,506,551 $           202,012 $      1,046,378 $       1,974,994 $        308,558
   ==================  =================  =================  ==================  ===============  ================  ===============




$            346,977 $           95,857 $          701,929 $           110,640 $            ---- $            523 $          8,340
             (52,366)           (87,506)          (192,161)            (22,366)         (12,082)           (6,403)          (2,489)
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------
             294,611              8,351            509,768              88,274          (12,082)           (5,880)           5,851
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------


              67,887            105,443            578,783                ----            1,845             1,346           14,028
             303,796            931,213          1,567,972             (39,903)         270,650           153,497           19,517
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------
             371,683          1,036,656          2,146,755             (39,903)         272,495           154,843           33,545
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------
$            666,294 $        1,045,007 $        2,656,523 $            48,371 $        260,413 $         148,963 $         39,396
   ==================  =================  =================  ==================  ===============  ================  ===============




$            214,996 $           19,894 $          346,679 $            34,269 $            428 $             ---- $           117
             (40,007)           (60,098)          (164,848)            (13,893)            (119)               (7)             (25)
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------
             174,989            (40,204)           181,831              20,376              309                (7)              92
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------


                 ----            19,894                ----                ----             856               ----             447
             542,261            616,308          2,471,611             183,723             (273)              236             (486)
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------
             542,261            636,202          2,471,611             183,723              583               236              (39)
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ---------------
$            717,250 $          595,998 $        2,653,442 $           204,099 $            892 $             229 $             53
   ==================  =================  =================  ==================  ===============  ================  ===============

</TABLE>

                                                                  ENCORE!     43
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------

                                                                                       ALGER AMERICAN FUND
                                                               --------------------------------------------------------------------
                                                                    SMALL                           INCOME AND          MIDCAP
                                                               CAPITALIZATION        GROWTH           GROWTH            GROWTH
                                                                  PORTFOLIO        PORTFOLIO         PORTFOLIO        PORTFOLIO
                                                               ----------------  ---------------  ----------------  ---------------
                            1997
                            ----
INVESTMENT INCOME:
<S>                                                          <C>              <C>              <C>               <C>    
 Dividend distributions received                              $            ---- $        32,883 $          12,791 $          3,623
 Mortality and expense risk charge                                    (142,416)         (98,937)          (28,862)         (62,763)
                                                               ----------------  ---------------  ----------------  ---------------
NET INVESTMENT INCOME(LOSS)                                           (142,416)         (66,054)          (16,071)         (59,140)
                                                               ----------------  ---------------  ----------------  ---------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain (loss) on investments                               550,941           59,552           105,818           88,340
 Net change in unrealized appreciation (depreciation)                1,210,960        2,142,136           755,171          768,190
                                                               ----------------  ---------------  ----------------  ---------------
NET GAIN(LOSS) ON INVESTMENTS                                        1,761,901        2,201,688           860,989          856,530
                                                               ----------------  ---------------  ----------------  ---------------
NET INCREASE(DECREASE)IN NET ASSETS RESULTING FROM OPERATIONS $      1,619,485 $      2,135,634 $         844,918 $        797,390
                                                               ================  ===============  ================  ===============


                            1996
                            ----
INVESTMENT INCOME:

 Dividend distributions received                              $            ---- $         3,908 $          24,326 $            ----
 Mortality and expense risk charge                                    (118,508)         (58,005)          (13,912)         (38,781)
                                                               ----------------  ---------------  ----------------  ---------------
NET INVESTMENT INCOME(LOSS)                                           (118,508)         (54,097)           10,414          (38,781)
                                                               ----------------  ---------------  ----------------  ---------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain (loss) on investments                                51,224          165,191           813,188           74,978
 Net change in unrealized appreciation (depreciation)                  368,251          592,282          (557,847)         330,732
                                                               ----------------  ---------------  ----------------  ---------------
NET GAIN(LOSS) ON INVESTMENTS                                          419,475          757,473           255,341          405,710
                                                               ----------------  ---------------  ----------------  ---------------
NET INCREASE(DECREASE)IN NET ASSETS RESULTING FROM OPERATIONS $        300,967 $        703,376 $         265,755 $        366,929
                                                               ================  ===============  ================  ===============


                            1995
                            ----
INVESTMENT INCOME:

 Dividend distributions received                              $            ---- $         7,679 $           5,186 $            142
 Mortality and expense risk charge                                     (67,150)         (32,981)           (5,765)         (14,362)
                                                               ----------------  ---------------  ----------------  ---------------
NET INVESTMENT INCOME(LOSS)                                            (67,150)         (25,302)             (579)         (14,220)
                                                               ----------------  ---------------  ----------------  ---------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain (loss) on investments                                   ----          27,206               ----             ----
 Net change in unrealized appreciation (depreciation)                2,184,006          924,176           146,805          430,138
                                                               ----------------  ---------------  ----------------  ---------------
NET GAIN(LOSS) ON INVESTMENTS                                        2,184,006          951,382           146,805          430,138
                                                               ----------------  ---------------  ----------------  ---------------
NET INCREASE(DECREASE)IN NET ASSETS RESULTING FROM OPERATIONS $      2,116,856 $        926,080 $         146,226 $        415,918
                                                               ================  ===============  ================  ===============

(1) Commenced business 09/13/95                                (4) Commenced business 10/18/95
(2) Commenced business 09/12/95                                (5) Commenced business 04/08/97
(3) Commenced business 09/13/95                                (6) Commenced business 04/03/97


The accompanying notes are an integral part of these financial statements.
</TABLE>
44     ENCORE!
<PAGE>
<TABLE>
<CAPTION>
                                   (CONTINUED)


          ALGER AMERICAN FUND                                        MFS VARIABLE INSURANCE TRUST
   ---------------------------------- ---------------------------------------------------------------------------------------------
                        LEVERAGED        EMERGING               WORLD              UTILITIES         RESEARCH        GROWTH WITH
      BALANCED           ALLCAP        GROWTH SERIES         GOVERNMENTS             SERIES           SERIES        INCOME SERIES
      PORTFOLIO        PORTFOLIO (1)   PORTFOLIO (2)      SERIES PORTFOLIO (3)    PORTFOLIO (4)     PORTFOLIO (5)   PORTFOLIO (6)
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
<S>               <C>               <C>              <C>                      <C>              <C>               <C>
$           12,338 $             ---- $           ---- $                 3,537 $            ---- $            ---- $         6,744
           (10,092)          (17,451)         (44,359)                  (1,978)          (7,542)           (2,824)          (2,761)
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
             2,246           (17,451)         (44,359)                   1,559           (7,542)           (2,824)           3,983
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------


            16,729               ----             ----                   1,603              ----              ----          31,548
           162,920           298,847          937,800                   (6,568)         255,610            18,241            3,513
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
           179,649           298,847          937,800                   (4,965)         255,610            18,241           35,061
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
$          181,895 $         281,396 $        893,441 $                 (3,406)$        248,068 $          15,417 $         39,044
   ================  ================ ================  =======================  ===============  ================  ===============




$           29,838 $             ---- $           ---- $                   ---- $         9,070 $             ---- $           ----
            (6,215)           (5,432)          (9,549)                    (913)          (1,520)              ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
            23,623            (5,432)          (9,549)                    (913)           7,550               ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------


           199,719             4,125           21,561                      ----          23,532               ----             ----
          (168,250)           17,914           32,735                    7,363            9,810               ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
            31,469            22,039           54,296                    7,363           33,342               ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
$           55,092 $          16,607 $         44,747 $                  6,450 $         40,892 $             ---- $           ----
   ================  ================ ================  =======================  ===============  ================  ===============




$            3,039 $             ---- $            48 $                  1,440 $            518 $             ---- $           ----
            (2,251)              (57)            (118)                     (37)             (10)              ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
               788               (57)             (70)                   1,403              508               ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------


              ----               ----           2,586                      ----           1,227               ----             ----
            45,544               863           (1,638)                    (885)          (1,246)              ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
            45,544               863              948                     (885)             (19)              ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
$           46,332 $             806 $            878 $                    518 $            489 $             ---- $           ----
   ================  ================ ================  =======================  ===============  ================  ===============
</TABLE>

                                                                  ENCORE!     45
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------

                                                                             MORGAN STANLEY UNIVERSAL FUNDS
                                                                  -----------------------------------------------------
                                                                                        EMERGING           GLOBAL
                                                                   ASIAN EQUITY      MARKETS EQUITY        EQUITY
                                                                   PORTFOLIO (1)      PORTFOLIO (2)      PORTFOLIO (3)
                                                                  ----------------  ------------------ ----------------
                              1997
                              ----
INVESTMENT INCOME:
<S>                                                             <C>              <C>                 <C>    
 Dividend distributions received                                 $            232 $             4,896 $          5,533
 Mortality and expense risk charge                                           (495)             (3,435)          (2,294)
                                                                  ----------------  ------------------ ----------------
NET INVESTMENT INCOME(LOSS)                                                  (263)              1,461            3,239
                                                                  ----------------  ------------------ ----------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
 Net realized gain (loss) on investments                                      ----             21,661           11,816
 Net change in unrealized appreciation (depreciation)                     (51,298)           (144,415)           2,150
                                                                  ----------------  ------------------ ----------------
NET GAIN(LOSS) ON INVESTMENTS                                             (51,298)           (122,754)          13,966
                                                                  ----------------  ------------------ ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $        (51,561)$          (121,293)$         17,205
                                                                  ================  ================== ================


                              1996
                              ----
INVESTMENT INCOME:
 Dividend distributions received                                 $            ---- $              ---- $           ----
 Mortality and expense risk charge                                            ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET INVESTMENT INCOME(LOSS)                                                   ----                ----             ----
                                                                  ----------------  ------------------ ----------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
 Net realized gain (loss) on investments                                      ----                ----             ----
 Net change in unrealized appreciation (depreciation)                         ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET GAIN(LOSS) ON INVESTMENTS                                                 ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $            ---- $              ---- $           ----
                                                                  ================  ================== ================


                              1995
                              ----
INVESTMENT INCOME:
 Dividend distributions received                                 $            ---- $              ---- $           ----
 Mortality and expense risk charge                                            ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET INVESTMENT INCOME(LOSS)                                                   ----                ----             ----
                                                                  ----------------  ------------------ ----------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
 Net realized gain (loss) on investments                                      ----                ----             ----
 Net change in unrealized appreciation (depreciation)                         ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET GAIN(LOSS) ON INVESTMENTS                                                 ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $            ---- $              ---- $           ----
                                                                  ================  ================== ================

(1) Commenced business 04/22/97                                   (4) Commenced business 04/07/97
(2) Commenced business 04/08/97                                   (5) Commenced business 04/28/97
(3) Commenced business 04/17/97


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

46     ENCORE!
<PAGE>
<TABLE>
<CAPTION>
                                   (CONTINUED)



      MORGAN STANLEY UNIVERSAL FUNDS          DREYFUS
- ----------------------------------------  ----------------
     INTERNATIONAL         US REAL
        MAGNUM              ESTATE          STOCK INDEX
     PORTFOLIO (4)       PORTFOLIO (5)       PORTFOLIO
   ------------------  -----------------  ----------------
<S>                 <C>                <C>   
 $            15,852 $            9,641 $           9,192
              (1,903)            (1,584)           (5,350)
   ------------------  -----------------  ----------------
              13,949              8,057             3,842
   ------------------  -----------------  ----------------


               1,056             11,556               ----
             (44,768)            19,091            54,025
   ------------------  -----------------  ----------------
             (43,712)            30,647            54,025
   ------------------  -----------------  ----------------
$            (29,763)$           38,704 $          57,867
   ==================  =================  ================




 $               ---- $             ---- $         46,122
                 ----               ----          (21,515)
   ------------------  -----------------  ----------------
                 ----               ----           24,607
   ------------------  -----------------  ----------------


                 ----               ----           38,741
                 ----               ----          366,600
   ------------------  -----------------  ----------------
                 ----               ----          405,341
   ------------------  -----------------  ----------------
$                ---- $             ---- $        429,948
   ==================  =================  ================




 $               ---- $             ---- $         33,994
                 ----               ----          (13,985)
   ------------------  -----------------  ----------------
                 ----               ----           20,009
   ------------------  -----------------  ----------------


                 ----               ----           16,680
                 ----               ----          401,208
   ------------------  -----------------  ----------------
                 ----               ----          417,888
   ------------------  -----------------  ----------------
$                ---- $             ---- $        437,897
   ==================  =================  ================
</TABLE>

                                                                  ENCORE!     47
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                       STATEMENTS OF CHANGES IN NET ASSETS
                       -----------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------


                                                                                            VARIABLE INSURANCE PRODUCTS FUND
                                                                                  --------------------------------------------------
                                                                                         MONEY            EQUITY
                                                                                        MARKET            INCOME           GROWTH
                                                                       TOTAL           PORTFOLIO        PORTFOLIO         PORTFOLIO
                                                                  ----------------  ----------------  ------------------------------
                              1997
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
<S>                                                             <C>              <C>               <C>              <C>   

 Net investment income(loss)                                     $      1,096,152 $         379,064 $         89,348 $     (101,003)
 Net realized gain(loss) on investments                                 6,045,040               ----       1,460,138        792,600
 Net change in unrealized appreciation(depreciation)                   21,418,187               ----       3,371,385      5,089,744
                                                                  ----------------  ----------------  ---------------  -------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS         28,559,379           379,064        4,920,871      5,781,341
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                  33,090,017          (464,346)       2,617,832        382,227
                                                                  ----------------  ----------------  ---------------  -------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                 61,649,396           (85,282)       7,538,703      6,163,568
NET ASSETS AT JANUARY 1, 1997                                         136,079,733         7,637,768       17,183,804     26,190,103
                                                                  ----------------  ----------------  ---------------  -------------
NET ASSETS AT DECEMBER 31, 1997                                  $    197,729,129 $       7,552,486 $     24,722,507 $   32,353,671
                                                                  ================  ================  ===============  =============


                              1996
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
 Net investment income(loss)                                     $        751,412 $         312,280 $       (121,689)$     (166,986)
 Net realized gain(loss) on investments                                 4,152,296               ----         566,577      1,424,128
 Net change in unrealized appreciation(depreciation)                    7,185,902               ----       1,388,228      1,591,342
                                                                  ----------------  ----------------  ---------------  -------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS         12,089,610           312,280        1,833,116      2,848,484
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                  30,380,460         1,711,961        2,778,194      2,837,486
                                                                  ----------------  ----------------  ---------------  -------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                 42,470,070         2,024,241        4,611,310      5,685,970
NET ASSETS AT JANUARY 1, 1996                                          93,609,663         5,613,527       12,572,494     20,504,133
                                                                  ----------------  ----------------  ---------------  -------------
NET ASSETS AT DECEMBER 31, 1996                                  $    136,079,733 $       7,637,768 $     17,183,804 $   26,190,103
                                                                  ================  ================  ===============  =============


                              1995
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
 Net investment income(loss)                                     $        570,935 $         272,410 $        134,537 $      (88,728)
 Net realized gain(loss) on investments                                   403,845               ----         334,949            ----
 Net change in unrealized appreciation(depreciation)                   14,755,373               ----       2,148,654      4,664,368
                                                                  ----------------  ----------------  ---------------  -------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS         15,730,153           272,410        2,618,140      4,575,640
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                  19,763,147          (906,545)       3,658,409      3,565,603
                                                                  ----------------  ----------------  ---------------  -------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                 35,493,300          (634,135)       6,276,549      8,141,243
NET ASSETS AT JANUARY 1, 1995                                          58,116,363         6,247,662        6,295,945     12,362,890
                                                                  ----------------  ----------------  ---------------  -------------
NET ASSETS AT DECEMBER 31, 1995                                  $     93,609,663 $       5,613,527 $     12,572,494 $   20,504,133
                                                                  ================  ================  ===============  =============

(1) Commenced business 09/05/95 
(2) Commenced business 10/17/95 
(3) Commenced business 09/13/95


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

48     ENCORE!
<PAGE>
<TABLE>
<CAPTION>
                                   (CONTINUED)



   VARIABLE INSURANCE PRODUCTS FUND                                  VARIABLE INSURANCE PRODUCTS FUND II
- ----------------------------------------  ------------------------------------------------------------------------------------------
                                                                INVESTMENT                                          ASSET MANAGER
      HIGH INCOME          OVERSEAS        ASSET MANAGER           GRADE           CONTRAFUND        INDEX 500           GROWTH
       PORTFOLIO          PORTFOLIO          PORTFOLIO        BOND PORTFOLIO      PORTFOLIO (1)     PORTFOLIO (2)     PORTFOLIO (3)
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ----------------
<S>                 <C>                <C>                <C>                 <C>              <C>               <C>
$            391,373 $           67,921 $          549,952 $           112,422 $        (21,925)$         (38,531)$         (14,685)
              56,407            727,004          1,963,611                 ----          76,565            66,916             1,179
             585,776            646,688          1,992,988              89,590          991,738         1,946,609           322,064
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ----------------
           1,033,556          1,441,613          4,506,551             202,012        1,046,378         1,974,994           308,558
             104,745          1,242,175            614,816             422,976        3,787,942         6,930,829         1,426,686
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ----------------
           1,138,301          2,683,788          5,121,367             624,988        4,834,320         8,905,823         1,735,244
           6,987,534         10,661,695         22,462,108           2,352,366        2,924,606         1,930,212           556,040
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ----------------
$          8,125,835 $       13,345,483 $       27,583,475 $         2,977,354 $      7,758,926 $      10,836,035 $       2,291,284
   ==================  =================  =================  ==================  ===============  ================  ================




$            294,611 $            8,351 $          509,768 $            88,274 $        (12,082)$          (5,880)$           5,851
              67,887            105,443            578,783                 ----           1,845             1,346            14,028
             303,796            931,213          1,567,972             (39,903)         270,650           153,497            19,517
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ----------------
             666,294          1,045,007          2,656,523              48,371          260,413           148,963            39,396
           1,995,433          2,133,197            518,914             167,556        2,534,900         1,776,610           503,059
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ----------------
           2,661,727          3,178,204          3,175,437             215,927        2,795,313         1,925,573           542,455
           4,325,807          7,483,491         19,286,671           2,136,439          129,293             4,639            13,585
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ----------------
$          6,987,534 $       10,661,695 $       22,462,108 $         2,352,366 $      2,924,606 $       1,930,212 $         556,040
   ==================  =================  =================  ==================  ===============  ================  ================




$            174,989 $          (40,204)$          181,831 $            20,376 $            309 $              (7)$              92
                 ----            19,894                ----                ----             856               ----              447
             542,261            616,308          2,471,611             183,723             (273)              236              (486)
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ----------------
             717,250            595,998          2,653,442             204,099              892               229                53
             638,346          1,932,843            475,170           1,025,181          128,401             4,410            13,532
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ----------------
           1,355,596          2,528,841          3,128,612           1,229,280          129,293             4,639            13,585
           2,970,211          4,954,650         16,158,059             907,159              ----              ----              ----
   ------------------  -----------------  -----------------  ------------------  ---------------  ----------------  ----------------
$          4,325,807 $        7,483,491 $       19,286,671 $         2,136,439 $        129,293 $           4,639 $          13,585
   ==================  =================  =================  ==================  ===============  ================  ================
</TABLE>

                                                                  ENCORE!     49
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                       STATEMENTS OF CHANGES IN NET ASSETS
                       -----------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------


                                                                                          ALGER AMERICAN FUND
                                                                 -------------------------------------------------------------------
                                                                       SMALL                            INCOME AND         MIDCAP
                                                                  CAPITALIZATION        GROWTH            GROWTH           GROWTH
                                                                     PORTFOLIO         PORTFOLIO        PORTFOLIO         PORTFOLIO
                                                                  ----------------  ----------------  ---------------  -------------
                              1997
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
<S>                                                             <C>              <C>               <C>              <C>    

 Net investment income(loss)                                     $       (142,416)$         (66,054)$        (16,071)$      (59,140)
 Net realized gain(loss) on investments                                   550,941            59,552          105,818         88,340
 Net change in unrealized appreciation(depreciation)                    1,210,960         2,142,136          755,171        768,190
                                                                  ----------------  ----------------  ---------------  -------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS          1,619,485         2,135,634          844,918        797,390
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                   1,904,475         2,704,106        1,369,132      1,117,517
                                                                  ----------------  ----------------  ---------------  -------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                  3,523,960         4,839,740        2,214,050      1,914,907
NET ASSETS AT JANUARY 1, 1997                                          14,127,663         8,000,345        1,975,789      5,635,529
                                                                  ----------------  ----------------  ---------------  -------------
NET ASSETS AT DECEMBER 31, 1997                                  $     17,651,623 $      12,840,085 $      4,189,839 $    7,550,436
                                                                  ================  ================  ===============  =============


                              1996
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
 Net investment income(loss)                                     $       (118,508)$         (54,097)$         10,414 $      (38,781)
 Net realized gain(loss) on investments                                    51,224           165,191          813,188         74,978
 Net change in unrealized appreciation(depreciation)                      368,251           592,282         (557,847)       330,732
                                                                  ----------------  ----------------  ---------------  -------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS            300,967           703,376          265,755        366,929
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                   3,449,194         2,618,412          791,272      2,585,782
                                                                  ----------------  ----------------  ---------------  -------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                  3,750,161         3,321,788        1,057,027      2,952,711
NET ASSETS AT JANUARY 1, 1996                                          10,377,502         4,678,557          918,762      2,682,818
                                                                  ----------------  ----------------  ---------------  -------------
NET ASSETS AT DECEMBER 31, 1996                                  $     14,127,663 $       8,000,345 $      1,975,789 $    5,635,529
                                                                  ================  ================  ===============  =============


                              1995
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
 Net investment income(loss)                                     $        (67,150)$         (25,302)$           (579)$      (14,220)
 Net realized gain(loss) on investments                                       ----           27,206             ----           ----
 Net change in unrealized appreciation(depreciation)                    2,184,006           924,176          146,805        430,138
                                                                  ----------------  ----------------  ---------------  -------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS          2,116,856           926,080          146,226        415,918
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                   3,996,279         1,739,906          465,186      1,721,013
                                                                  ----------------  ----------------  --------------- --------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                  6,113,135         2,665,986          611,412      2,136,931
NET ASSETS AT JANUARY 1, 1995                                           4,264,367         2,012,571          307,350        545,887
                                                                  ----------------  ----------------  ---------------  -------------
NET ASSETS AT DECEMBER 31, 1995                                  $     10,377,502 $       4,678,557 $        918,762 $    2,682,818
                                                                  ================  ================  ===============  =============

(1) Commenced business 09/13/95                                   (4) Commenced business 10/18/95
(2) Commenced business 09/12/95                                   (5) Commenced business 04/08/97
(3) Commenced business 09/13/95                                   (6) Commenced business 04/03/97


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

50     ENCORE!
<PAGE>
<TABLE>
<CAPTION>
                                   (CONTINUED)



        ALGER AMERICAN FUND                                           MFS VARIABLE INSURANCE TRUST
- ------------------------------------- ---------------------------------------------------------------------------------------------
                        LEVERAGED        EMERGING               WORLD              UTILITIES         RESEARCH        GROWTH WITH
      BALANCED           ALLCAP        GROWTH SERIES         GOVERNMENTS             SERIES           SERIES        INCOME SERIES
      PORTFOLIO       PORTFOLIO (1)    PORTFOLIO (2)      SERIES PORTFOLIO (3)    PORTFOLIO (4)     PORTFOLIO(5)    PORTFOLIO (6)
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------

<S>               <C>               <C>              <C>                      <C>              <C>               <C>

$            2,246 $         (17,451)$        (44,359)$                  1,559 $         (7,542)$          (2,824)$          3,983
            16,729               ----             ----                   1,603              ----              ----          31,548
           162,920           298,847          937,800                   (6,568)         255,610            18,241            3,513
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
           181,895           281,396          893,441                   (3,406)         248,068            15,417           39,044
           253,322           962,301        3,250,610                   41,843        1,057,600           954,914        1,593,728
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
           435,217         1,243,697        4,144,051                   38,437        1,305,668           970,331        1,632,772
           912,916         1,188,550        2,564,599                  183,422          391,662               ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
$        1,348,133 $       2,432,247 $      6,708,650 $                221,859 $      1,697,330 $         970,331 $      1,632,772
   ================  ================ ================  =======================  ===============  ================  ===============




$           23,623 $          (5,432)$         (9,549)$                   (913)$          7,550 $             ---- $           ----
           199,719             4,125           21,561                      ----          23,532               ----             ----
          (168,250)           17,914           32,735                    7,363            9,810               ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
            55,092            16,607           44,747                    6,450           40,892               ----             ----
           421,333         1,071,187        2,401,694                  161,157          332,223               ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
           476,425         1,087,794        2,446,441                  167,607          373,115               ----             ----
           436,491           100,756          118,158                   15,815           18,547               ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
$          912,916 $       1,188,550 $      2,564,599 $                183,422 $        391,662 $             ---- $           ----
   ================  ================ ================  =======================  ===============  ================  ===============




$              788 $             (57)$            (70)$                  1,403 $            508 $             ---- $           ----
              ----               ----           2,586                      ----           1,227               ----             ----
            45,544               863           (1,638)                    (885)          (1,246)              ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
            46,332               806              878                      518              489               ----             ----
           263,981            99,950          117,280                   15,297           18,058               ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
           310,313           100,756          118,158                   15,815           18,547               ----             ----
           126,178               ----             ----                     ----             ----              ----             ----
   ----------------  ---------------- ----------------  -----------------------  ---------------  ----------------  ---------------
$          436,491 $         100,756 $        118,158 $                 15,815 $         18,547 $             ---- $           ----
   ================  ================ ================  =======================  ===============  ================  ===============
</TABLE>

ENCORE!     51
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                       STATEMENTS OF CHANGES IN NET ASSETS
                       -----------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------


                                                                          MORGAN STANLEY UNIVERSAL FUNDS
                                                               ------------------------------------------------------
                                                                                      EMERGING            GLOBAL
                                                                  ASIAN EQUITY     MARKETS EQUITY         EQUITY
                                                                  PORTFOLIO (1)     PORTFOLIO (2)      PORTFOLIO (3)
                                                                 ---------------- ------------------  ---------------
                             1997
                             ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
<S>                                                           <C>               <C>                <C>    

 Net investment income(loss)                                   $            (263)$            1,461 $          3,239
 Net realized gain(loss) on investments                                      ----            21,661           11,816
 Net change in unrealized appreciation(depreciation)                     (51,298)          (144,415)           2,150
                                                                 ---------------- -----------------------------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS           (51,561)          (121,293)          17,205
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                    238,952            858,672          834,031
                                                                 ---------------- ------------------  ---------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                   187,391            737,379          851,236
NET ASSETS AT JANUARY 1, 1997                                                ----               ----             ----
                                                                 ---------------- ------------------  ---------------
NET ASSETS AT DECEMBER 31, 1997                                $         187,391 $          737,379 $        851,236
                                                                 ================ ==================  ===============


                             1996
                             ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
 Net investment income(loss)                                   $             ---- $             ---- $           ----
 Net realized gain(loss) on investments                                      ----               ----             ----
 Net change in unrealized appreciation(depreciation)                         ----               ----             ----
                                                                 ---------------- ------------------  ---------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS               ----               ----             ----
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                        ----               ----             ----
                                                                 ---------------- ------------------  ---------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                       ----               ----             ----
NET ASSETS AT JANUARY 1, 1996                                                ----               ----             ----
                                                                 ---------------- ------------------  ---------------
NET ASSETS AT DECEMBER 31, 1996                                $             ---- $             ---- $           ----
                                                                 ================ ==================  ===============


                             1995
                             ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
 Net investment income(loss)                                   $             ---- $             ---- $           ----
 Net realized gain(loss) on investments                                      ----               ----             ----
 Net change in unrealized appreciation(depreciation)                         ----               ----             ----
                                                                 ---------------- ------------------  ---------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS               ----               ----             ----
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                        ----               ----             ----
                                                                 ---------------- ------------------  ---------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                       ----               ----             ----
NET ASSETS AT JANUARY 1, 1995                                                ----               ----             ----
                                                                 ---------------- ------------------  ---------------
NET ASSETS AT DECEMBER 31, 1995                                $             ---- $             ---- $           ----
                                                                 ================ ==================  ===============

(1) Commenced business 04/22/97                                  (4) Commenced business 04/07/97
(2) Commenced business 04/08/97                                  (5) Commenced business 04/28/97
(3) Commenced business 04/17/97


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

52     ENCORE!
<PAGE>
<TABLE>
<CAPTION>
                                   (CONTINUED)



    MORGAN STANLEY UNIVERSAL FUNDS            DREYFUS
- ----------------------------------------  -----------------
     INTERNATIONAL         US REAL
        MAGNUM              ESTATE          STOCK INDEX
      PORTFOLIO (4)      PORTFOLIO (5)       PORTFOLIO
   ------------------  -----------------  -----------------

<S>                 <C>                <C>    

 $            13,949 $            8,057 $            3,842
               1,056             11,556               ----
             (44,768)            19,091             54,025
   ------------------  -----------------  -----------------
             (29,763)            38,704             57,867
             560,391            593,430         (2,270,889)
   ------------------  -----------------  -----------------
             530,628            632,134         (2,213,022)
                 ----               ----         2,213,022
   ------------------  -----------------  -----------------
 $           530,628 $          632,134 $              ----
   ==================  =================  =================




 $               ---- $             ---- $          24,607
                 ----               ----            38,741
                 ----               ----           366,600
   ------------------  -----------------  -----------------
                 ----               ----           429,948
                 ----               ----          (409,104)
   ------------------  -----------------  -----------------
                 ----               ----            20,844
                 ----               ----         2,192,178
   ==================  =================  =================
 $               ---- $             ---- $       2,213,022
   ==================  =================  =================




 $              ---- $             ---- $           20,009
                ----               ----             16,680
                ----               ----            401,208
   ------------------  -----------------  -----------------
                ----               ----            437,897
                ----               ----            790,847
   ------------------  -----------------  -----------------
                ----               ----          1,228,744
                ----               ----            963,434
   ==================  =================  =================
 $              ---- $             ---- $        2,192,178
   ==================  =================  =================
</TABLE>

                                                                  ENCORE!     53
<PAGE>



                      This page left blank intentionally.



54     ENCORE!
<PAGE>



                             AMERITAS VARIABLE LIFE INSURANCE COMPANY
                             ----------------------------------------
                                        SEPARATE ACCOUNT V
                                        ------------------
                                   NOTES TO FINANCIAL STATEMENTS
                                   -----------------------------




1.     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,  1997,  there are
     twenty-six  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. Five 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.  Five  of the  subaccounts  invest  only in a
     corresponding  Portfolio of Morgan Stanley Universal Funds, Inc. which is a
     diversified  open-end  management  investment  company  managed  by  Morgan
     Stanley  Asset  Management,  Inc. All five funds are  registered  under the
     Investment  Company Act of 1940, as amended.  Each  Portfolio is 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.

     Pursuant  to an  order  of the  SEC  allowing  for  the  substitution,  all
     policyowner  funds invested in a Portfolio of Dreyfus Stock Index Fund were
     transferred to the Index 500 subaccount of the Fidelity Variable  Insurance
     Products Fund II as of March 31, 1997.

     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.

     VALUATION OF INVESTMENTS
     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.

     FEDERAL AND STATE TAXES
     The operations of the Account are included in the federal income tax return
     of AVLIC,  which is taxed as a life  insurance  company  under the Internal
     Revenue Code.  AVLIC has the right to charge the Account any federal income
     taxes,  or  provision  for  federal  income  taxes,   attributable  to  the
     operations  of  the  Account  or to the  policies  funded  in the  Account.
     Currently,  AVLIC does not make a charge for income or other taxes. Charges
     for state and local taxes, if any,  attributable to the Account may also be
     made.

2.    POLICYOWNER 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 policyowner, including
     the Fixed Account option which is not reflected in this separate account.

                                                                  ENCORE!     55
<PAGE>
<TABLE>
<CAPTION>
                   AMERITAS VARIABLE LIFE INSURANCE COMPANY
                   ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------



3.   SHARES OWNED
- -----------------
     The Account invests in shares of mutual funds.  Share activity and total
shares were as follows:

                                                                    VARIABLE INSURANCE PRODUCTS FUND
                                          --------------------------------------------------------------------------------------
                                               MONEY           EQUITY
                                              MARKET           INCOME            GROWTH         HIGH INCOME        OVERSEAS
                                             PORTFOLIO        PORTFOLIO         PORTFOLIO        PORTFOLIO         PORTFOLIO
                                          ---------------- ----------------  ----------------  ---------------  ----------------
    <S>                                  <C>               <C>          <C>    <C>            <C>               <C>
     Shares owned at January 1, 1997        7,637,767.850      817,109.096       841,043.772      558,109.727       565,907.403
     Shares acquired                       57,423,437.350      511,389.228       339,254.481    1,118,068.428     1,175,596.501
     Shares disposed of                   (57,508,719.290)    (310,273.176)     (308,231.641)  (1,077,810.315)   (1,046,426.669)
                                          ---------------- ----------------  ----------------  ---------------  ----------------
     Shares owned at December 31, 1997      7,552,485.910    1,018,225.148       872,066.612      598,367.840       695,077.235
                                          ================ ================  ================  ===============  ================



     Shares owned at January 1, 1996        5,613,527.070      652,438.732       702,196.341      358,988.159       438,914.420
     Shares acquired                       47,496,829.850      398,549.753       641,337.814    1,195,240.651       726,524.452
     Shares disposed of                   (45,472,589.070)    (233,879.389)     (502,490.383)    (996,119.083)     (599,531.469)
                                          ---------------- ----------------  ----------------  ---------------  ----------------
     Shares owned at December 31, 1996      7,637,767.850      817,109.096       841,043.772      558,109.727       565,907.403
                                          ================ ================  ================  ===============  ================



     Shares owned at January 1, 1995        6,247,661.970      410,159.302       569,981.087      276,041.963       316,186.952
     Shares acquired                       26,559,606.700      404,272.920       482,583.089      659,794.740       535,442.497
     Shares disposed of                   (27,193,741.600)    (161,993.490)     (350,367.835)    (576,848.544)     (412,715.029)
                                          ---------------- ----------------  ----------------  ---------------  ----------------
     Shares owned at December 31, 1995      5,613,527.070      652,438.732       702,196.341      358,988.159       438,914.420
                                          ================ ================  ================  ===============  ================


     (1) Commenced business 09/05/95  
     (2) Commenced business 10/17/95  
     (3) Commenced business 09/13/95
</TABLE>

56     ENCORE!
<PAGE>
<TABLE>
<CAPTION>
                                   (CONTINUED)







                          VARIABLE INSURANCE PRODUCTS FUND II                                   ALGER AMERICAN FUND
- ---------------------------------------------------------------------------------------- ----------------------------------
     ASSET           INVESTMENT                                         ASSET MANAGER          SMALL
    MANAGER             GRADE          CONTRAFUND        INDEX 500          GROWTH       CAPITALIZATION        GROWTH
   PORTFOLIO          PORTFOLIO      PORTFOLIO (1)     PORTFOLIO (2)     PORTFOLIO (3)      PORTFOLIO         PORTFOLIO
- -----------------  ----------------  ---------------  ----------------  ---------------- ----------------  ----------------
  <S>                 <C>              <C>              <C>                <C>             <C>               <C>

   1,326,763.623       192,186.776      176,606.628        21,656.138        42,445.800      345,335.196       233,042.387
     598,138.814       120,594.995      358,431.197       129,171.432       137,282.584      311,521.638       204,589.158
    (393,338.019)      (75,731.328)    (145,924.159)      (56,098.706)      (39,674.366)    (253,391.170)     (137,348.915)
- -----------------  ----------------  ---------------  ----------------  ---------------- ----------------  ----------------
   1,531,564.418       237,050.443      389,113.666        94,728.864       140,054.018      403,465.664       300,282.630
=================  ================  ===============  ================  ================ ================  ================



   1,221,448.421       171,179.054        9,382.665            61.274         1,153.239      263,321.551       150,146.226
     469,994.138       113,295.550      299,411.174        26,095.586        53,791.445      280,059.510       162,856.038
    (364,678.936)      (92,297.828)    (132,187.211)       (4,500.722)      (12,498.884)    (198,045.865)      (79,959.877)
- -----------------  ----------------  ---------------  ----------------  ---------------- ----------------  ----------------
   1,326,763.623       192,176.776      176,606.628        21,656.138        42,445.800      345,335.196       233,042.387
=================  ================  ===============  ================  ================ ================  ================



   1,171,722.945        82,319.293              ----              ----              ----     156,146.723        87,011.270
     546,123.126       128,355.920       10,842.924           292.067         1,233.249      194,345.591       128,233.290
    (496,397.650)      (39,486.159)      (1,460.259)         (230.793)          (80.010)     (87,170.763)      (65,098.334)
- -----------------  ----------------  ---------------  ----------------  ---------------- ----------------  ----------------
   1,221,448.421       171,189.054        9,382.665            61.274         1,153.239      263,321.551       150,146.226
=================  ================  ===============  ================  ================ ================  ================
</TABLE>

                                                                  ENCORE!     57
<PAGE>
<TABLE>
<CAPTION>
                   AMERITAS VARIABLE LIFE INSURANCE COMPANY
                   ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------



3.       SHARES OWNED, CONTINUED
- --------------------------------
       The Account invests in shares of mutual funds.  Share activity and total
shares were as follows:

                                                                    ALGER AMERICAN FUND
                                            --------------------------------------------------------------------
                                              INCOME AND         MIDCAP                            LEVERAGED
                                                GROWTH           GROWTH           BALANCED          ALLCAP
                                              PORTFOLIO         PORTFOLIO         PORTFOLIO      PORTFOLIO (1)
                                            ---------------  ----------------  ---------------- ----------------
      <S>                                   <C>               <C>                <C>              <C>    <C>    <C>

       Shares owned at January 1, 1997         234,654.249       263,959.188        98,800.487       61,392.043
       Shares acquired                         389,297.914       245,052.311        64,650.229      108,499.936
       Shares disposed of                     (242,711.122)     (196,751.929)      (38,159.585)     (64,918.003)
                                            ---------------  ----------------  ---------------- ----------------
       Shares owned at December 31, 1997       381,241.041       312,259.570       125,291.131      104,973.976
                                            ===============  ================  ================ ================



       Shares owned at January 1, 1996          51,644.863       138,005.038        32,000.820        5,780.602
       Shares acquired                         238,851.986       257,678.903        91,879.454       94,532.096
       Shares disposed of                      (55,842.600)     (131,724.753)      (25,079.787)     (38,920.655)
                                            ---------------  ----------------  ---------------- ----------------
       Shares owned at December 31, 1996       234,654.249       263,959.188        98,800.487       61,392.043
                                            ===============  ================  ================ ================



       Shares owned at January 1, 1995          23,109.060        40,556.228        11,683.157              ----
       Shares acquired                          39,660.929       132,196.564        36,086.453        6,369.357
       Shares disposed of                      (11,125.126)      (34,747.754)      (15,768.790)        (588.755)
                                            ---------------  ----------------  ---------------- ----------------
       Shares owned at December 31, 1995        51,644.863       138,005.038        32,000.820        5,780.602
                                            ===============  ================  ================ ================


       (1) Commenced business 09/13/95                       (5) Commenced business 04/08/97
       (2) Commenced business 09/12/95                       (6) Commenced business 04/03/97
       (3) Commenced business 09/13/95                       (7) Commenced business 04/22/97
       (4) Commenced business 10/18/95                       (8) Commenced business 04/08/97
</TABLE>

58     ENCORE!
<PAGE>
<TABLE>
<CAPTION>
                                   (CONTINUED)







                                MFS VARIABLE INSURANCE TRUST                                    MORGAN STANLEY UNIVERSAL FUNDS
- -----------------------------------------------------------------------------------------------------------------------------------
    EMERGING              WORLD              UTILITIES        RESEARCH         GROWTH WITH         ASIAN             EMERGING
 GROWTH SERIES         GOVERNMENTS            SERIES           SERIES         INCOME SERIES        EQUITY         MARKETS EQUITY
  PORTFOLIO (2)     SERIES PORTFOLIO (3)    PORTFOLIO (4)    PORTFOLIO (5)     PORTFOLIO (6)    PORTFOLIO (7)      PORTFOLIO (8)
- -----------------  ---------------------  ---------------- ----------------  ----------------  ---------------  -------------------
   <S>                     <C>               <C>              <C>               <C>              <C>                 <C>

     193,700.823             17,336.705        28,672.191              ----              ----             ----                 ----
     457,734.629             37,542.368       107,581.620       72,826.540       110,180.302       51,430.390          140,386.479
    (235,781.804)           (33,149.455)      (41,905.308)     (11,374.279)      (10,863.240)     (18,205.053)         (62,191.484)
- -----------------  ---------------------  ---------------- ----------------  ----------------  ---------------  -------------------
     415,653.648             21,729.618        94,348.503       61,452.261        99,317.062       33,225.337           78,194.995
=================  =====================  ================ ================  ================  ===============  ===================



      10,355.688              1,555.043         1,475.513              ----              ----             ----                 ----
     232,976.138             34,612.233        35,187.917              ----              ----             ----                 ----
     (49,631.003)           (18,830.571)       (7,991.239)             ----              ----             ----                 ----
- -----------------  ---------------------  ---------------- ----------------  ----------------  ---------------  -------------------
     193,700.823             17,336.705        28,672.191              ----              ----             ----                 ----
=================  =====================  ================ ================  ================  ===============  ===================


 
             ----                   ----              ----             ----              ----             ----                 ----
      18,376.079              1,625.023         2,867.141              ----              ----             ----                 ----
      (8,020.391)               (69.980)       (1,391.628)             ----              ----             ----                 ----
- -----------------  ---------------------  ---------------- ----------------  ----------------  ---------------  -------------------
      10,355.688              1,555.043         1,475.513              ----              ----             ----                 ----
=================  =====================  ================ ================  ================  ===============  ===================
</TABLE>

                                                                  ENCORE!     59
<PAGE>
<TABLE>
<CAPTION>
                 AMERITAS VARIABLE LIFE INSURANCE COMPANY
                 ----------------------------------------
                               SEPARATE ACCOUNT V
                               ------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------



3.       SHARES OWNED, CONTINUED
- --------------------------------
       The Account invests in shares of mutual funds.  Share activity and total
shares were as follows:

                                                               MORGAN STANLEY UNIVERSAL FUNDS             DREYFUS
                                            --------------------------------------------------------  -----------------
                                                 GLOBAL          INTERNATIONAL         US REAL
                                                 EQUITY             MAGNUM             ESTATE           STOCK INDEX
                                              PORTFOLIO (1)       PORTFOLIO (2)      PORTFOLIO (3)     FUND PORTFOLIO
                                            -----------------  ------------------ ------------------  -----------------
      <S>                                       <C>                 <C>                <C>              <C>    
       Shares owned at January 1, 1997                   ----                ----               ----       109,123.387
       Shares acquired                            93,896.403          77,530.448         97,640.967          2,530.208
       Shares disposed of                        (21,389.114)        (26,410.195)       (42,239.218)      (111,653.595)
                                            -----------------  ------------------ ------------------  -----------------
       Shares owned at December 31, 1997          72,507.289          51,120.253         55,401.749              0.000
                                            =================  ================== ==================  =================



       Shares owned at January 1, 1996                   ----                ----               ----       127,452.178
       Shares acquired                                   ----                ----               ----        33,926.076
       Shares disposed of                                ----                ----               ----       (52,254.867)
                                            -----------------  ------------------ ------------------  -----------------
       Shares owned at December 31, 1996                 ----                ----               ----       109,123.387
                                            =================  ================== ==================  =================



       Shares owned at January 1, 1995                   ----                ----               ----        74,453.907
       Shares acquired                                   ----                ----               ----        77,163.184
       Shares disposed of                                ----                ----               ----       (24,164.913)
                                            -----------------  ------------------ ------------------  -----------------
       Shares owned at December 31, 1995                 ----                ----               ----       127,452.178
                                            =================  ================== ==================  =================


       (1) Commenced business 04/17/97 
       (2) Commenced business 04/07/97 
       (3) Commenced business 04/28/97
</TABLE>

60     ENCORE!
<PAGE>
INDEPENDENT AUDITORS' REPORT



Board of Directors
Ameritas Variable Life Insurance Company
Lincoln, Nebraska

     We have audited the accompanying  balance sheets of Ameritas  Variable Life
Insurance  Company as of December 31, 1997 and 1996, 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, 1997.  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, 1997 and 1996,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1997,  in
conformity with generally accepted accounting principles.


/s/ Deloitte & Touche LLP


Lincoln, Nebraska
February 2, 1998

                                                                  ENCORE!     61
<PAGE>
<TABLE>
<CAPTION>
                   
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                                 BALANCE SHEETS
                                 --------------
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                      -------------------------------------

                                                                                             DECEMBER 31,
                                                                               ---------------------------------------------   
                                                                                       1997                       1996
                                                                               ---------------------      ------------------
  ASSETS
  ------
 <S>                                                                           <C>                       <C>    

  Investments:
   Fixed maturity securities, available for sale (amortized cost
        $113,158 - 1997 and $62,048 - 1996)                                     $              115,955    $             62,621
   Equity securities, available for sale (amortized cost
        $4,061 - 1997)                                                                           4,135                       -
   Loans on insurance policies                                                                   7,482                   4,309
   Other invested assets                                                                         2,206                       -
                                                                                ----------------------    --------------------
      Total investments                                                                        129,778                  66,930

  Cash and cash equivalents                                                                     13,711                  10,684
  Accrued investment income                                                                      1,801                   1,096
  Reinsurance recoverable-affiliates                                                               514                       9
  Prepaid reinsurance premium-affiliates                                                         2,298                   2,156
  Deferred policy acquisition costs                                                             98,746                  79,272
  Other                                                                                            199                     483
  Separate Accounts                                                                          1,265,348                 947,580
                                                                                ----------------------     -------------------
                                                                                $            1,512,395     $         1,108,210
                                                                                ======================     ===================

 LIABILITIES AND STOCKHOLDER'S EQUITY
 ------------------------------------
  LIABILITIES:
  Policy and contract reserves                                                  $                  941    $               749
  Policy and contract claims                                                                       925                    106
  Accumulated contract values                                                                  154,281                 77,560
  Unearned policy charges                                                                        1,498                  1,243
  Unearned reinsurance ceded allowance                                                           3,268                  3,139
  Federal income taxes--
      Current                                                                                    1,466                    875
      Deferred                                                                                   9,326                  9,921
  Other                                                                                         10,200                  8,028
  Separate Accounts                                                                          1,265,348                947,580
                                                                                ----------------------    -------------------
      Total Liabilities                                                                      1,447,253              1,049,201
                                                                                ----------------------    -------------------

 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                40,370
  Retained earnings                                                                             20,180                14,510
  Net unrealized investment gain                                                                   592                   129
                                                                                ----------------------     -----------------
      Total Stockholder's Equity                                                                65,142                59,009
                                                                                ----------------------     -----------------

                                                                                $            1,512,395     $       1,108,210
                                                                                ======================     =================



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

62     ENCORE!
<PAGE>
<TABLE>
<CAPTION>
                   AMERITAS VARIABLE LIFE INSURANCE COMPANY
                   ----------------------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                                 (IN THOUSANDS)
                                 --------------


                                                                                      YEARS ENDED DECEMBER 31,
                                                                ---------------------------------------------------------------
                                                                        1997                     1996                1995
                                                                ---------------------    -------------------    ---------------
       INCOME:

       Insurance revenues:
       <S>                                                      <C>                     <C>                    <C>    
        Contract charges                                         $            33,717   $              26,345   $        18,350
        Premium-reinsurance ceded                                             (6,840)                 (5,895)           (4,289)
        Reinsurance ceded allowance                                            2,752                   2,235             1,859

       Investment revenues:

          Investment income, net                                               8,277                   3,603             3,492
          Realized gains, net                                                    368                      19                28

        Other                                                                    980                     567               261
                                                                  -------------------    --------------------   ---------------
                                                                              39,254                  26,874            19,701
       BENEFITS AND EXPENSES:                                     -------------------    --------------------   ---------------
        Policy benefits:

          Death benefits                                                       1,356                     716               268
          Interest credited                                                    7,258                   2,736             1,995
          Increase in policy and contract reserves                               192                     140               183
          Other                                                                   92                      52                32
        Sales and operating expenses                                          11,641                  10,041             6,815
        Amortization of deferred policy acquisition costs                      9,584                   5,531             3,057
                                                                 -------------------    --------------------    ---------------
                                                                              30,123                  19,216            12,350
                                                                 -------------------    --------------------    ---------------
       INCOME BEFORE FEDERAL INCOME TAXES                                      9,131                   7,658             7,351
                                                                 -------------------    --------------------    ---------------
       Income taxes - current                                                  4,305                   3,819             1,685
       Income taxes - deferred                                                  (844)                   (811)              902
                                                                 -------------------    --------------------    ---------------
          Total income taxes                                                   3,461                   3,008             2,587
                                                                 -------------------    --------------------    ---------------
       NET INCOME                                                $             5,670    $              4,650    $        4,764
                                                                 ===================    ====================    ===============




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

                                                                  ENCORE!     63
<PAGE>
<TABLE>
<CAPTION> 
                  AMERITAS VARIABLE LIFE INSURANCE COMPANY
                  ----------------------------------------
                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                  ---------------------------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ---------------------------------------------------
                          (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, 1995                    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

        Net unrealized investment gain, net             -             -               -             -             463           463

        Net income                                      -             -               -         5,670               -         5,670

                                                 --------  ------------  --------------   -----------   -------------   -----------
        BALANCE, December 31, 1997                 40,000   $     4,000  $       40,370   $    20,180   $         592   $    65,142
                                                 ========  ============  ==============   ===========   =============   ===========





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

64     ENCORE!
<PAGE>
<TABLE>
<CAPTION>                 

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                 (IN THOUSANDS)
                                 --------------                                                                                    
                                                                                                   YEARS ENDED DECEMBER 31,
                                                                                     ----------------------------------------------
                                                                                        1997                  1996            1995
                                                                                     -------------        -----------       -------
        OPERATING ACTIVITIES
        --------------------
       <S>                                                                          <C>        <C>                <C>
        Net Income                                                                   $     5,670 $            4,650 $        4,764
        Adjustments to reconcile net income to net cash
         provided by operating activities:
            Amortization of deferred policy acquisition costs                              9,584              5,531          3,057
            Policy acquisition costs deferred                                            (30,642)           (26,596)       (16,020)
            Interest credited to contract values                                           7,258              2,736          1,995
            Amortization of discounts or premiums                                            (40)               (83)           (70)
            Change in fair value of other invested assets                                   (631)                 -              -
            Net realized gains on investment transactions                                   (368)               (19)           (28)
            Deferred income taxes                                                           (844)              (811)           902
            Change in assets and liabilities:
             Accrued investment income                                                      (705)              (306)           (15)
             Reinsurance recoverable-affiliates                                             (505)                48            412
             Prepaid reinsurance premium-affiliates                                         (142)              (650)          (487)
             Other assets                                                                    284               (377)           (18)
             Policy and contract reserves                                                    192                140            183
             Policy and contract claims                                                      819                106            (57)
             Unearned policy charges                                                         255                279            234
             Federal income tax payable-current                                              591               (310)           698
             Unearned reinsurance ceded allowance                                            129                860            610
             Other liabilities                                                             2,172              3,762          1,996
                                                                                     ------------  -----------------  ------------
        Net cash used in operating activities                                             (6,923)           (11,040)        (1,844)
                                                                                     ------------  -----------------   -----------
        INVESTING ACTIVITIES
        --------------------
        Purchase of fixed maturity securities available for sale                         (92,291)           (31,514)        (7,760)
        Purchase of equity securities available for sale                                  (4,311)                 -              -
        Purchase of other invested assets                                                 (1,611)                 -              -
        Proceeds from maturities or repayment of fixed maturity securities
            available for sale                                                            25,168              5,307          3,738
        Proceeds from sales of fixed maturity securities available for sale               16,419              3,014              -
        Proceeds from the sale of equity securities available for sale                       252                  -              -
        Proceeds from the sale of other invested assets                                       35                  -              -
        Net change in loans on insurance policies                                         (3,173)            (1,670)        (1,042)
                                                                                      -----------   ----------------   -----------
         Net cash used in investing activities                                           (59,512)           (24,863)        (5,064)
                                                                                      -----------   ----------------   -----------





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

                                                                  ENCORE!     65
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                 (IN THOUSANDS)
                                 --------------

                                                                                  YEARS ENDED DECEMBER 31,
                                                                     ----------------------------------------------------
                                                                          1997                 1996               1995
                                                                     ----------------    ----------------  --------------
   FINANCING ACTIVITIES
   --------------------
  <S>                                                                 <C>               <C>               <C>   

   Return of capital                                                                -           (15,000)               -
   Capital contribution                                                             -            25,670                -
   Net change in accumulated contract values                                   69,462            30,257            4,448
                                                                        -------------     -------------    -------------
    Net cash from financing activities                                         69,462            40,927            4,448
                                                                        -------------     -------------    -------------
   INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS                              3,027             5,024          (2,460)

   CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                            10,684             5,660            8,120
                                                                        -------------    --------------   --------------
   CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $      13,711    $       10,684   $        5,660
                                                                        =============    ==============   ==============
   SUPPLEMENTAL CASH FLOW INFORMATION:
   -----------------------------------

   Cash paid for income taxes                                           $       3,714    $        4,129   $         987









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

66     ENCORE!
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (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), 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, fixed premium annuities in 1996 and equity indexed
    annuities in 1997. The variable life, variable annuity, fixed premium
    annuity and equity indexed 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 comprised of fixed maturity
    securities which the 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 the Company. 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.

    Other Invested Assets consist of exchange and privately traded options tied
    to the Standard and Poor's Index and are valued at fair value with changes
    in the fair value of these investments included in net investment income.

    The Company records write-offs or allowances for its investments based upon
    a evaluation of specific problem investments. The Company reviews, on a
    continual basis, all invested assets to identify investments where the
    Company may have 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, 1997, 1996 and 1995.

    CASH EQUIVALENTS
    The Company considers all highly liquid debt securities purchased with
    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.

                                                                  ENCORE!     67
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)

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

    PREMIUM REVENUE AND BENEFITS TO POLICYOWNERS
    RECOGNITION OF UNIVERSAL LIFE-TYPE CONTRACTS REVENUE AND BENEFITS TO
    POLICYOWNERS
    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 policyowner, premiums paid by the 
    policyowner or interest accrued to policyowners 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.

    RECOGNITION OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYOWNERS
    Contracts that do not subject the Company to risks arising from policyowner
    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 directly
    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 generally 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
    periodically based on actual experience and changes in assumptions.

    A roll-forward of the amounts reflected in the balance sheets as deferred
    acquisition costs is as follows:
<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                            -------------------------------------------------
                                                                                 1997              1996              1995
     ------------------------------------------------------------------------------------------------------------------------
     <S>                                                                   <C>               <C>                 <C>   
      Beginning balance                                                     $      79,272     $        57,664     $    45,940
      Acquisition costs deferred                                                   30,642              26,596          16,020
      Amortization of deferred policy acquisition costs                            (9,584)             (5,531)         (3,057)
      Adjustment for unrealized investment (gain)/loss                             (1,584)                543          (1,239)
     -------------------------------------------------------------------------------------------------------------------------
      Ending balance                                                        $      98,746     $        79,272     $    57,664
     -------------------------------------------------------------------------------------------------------------------------


    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 investment gains or losses included in stockholder's
    equity.
</TABLE>

68     ENCORE!
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)
                                 --------------


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

    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.

    RECLASSIFICATIONS
    Certain items on the prior year financial statements have been restated to
    conform to current year presentation.

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

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


                                                                                          YEARS ENDED DECEMBER 31
                                                                                ---------------------------------------------
                                                                                       1997             1996           1995
     ------------------------------------------------------------------------------------------------------------------------
     <S>                                                                        <C>             <C>             <C>    
      Fixed maturity securities available for sale                               $     6,622      $     3,308     $     2,819
      Equity Securities available for sale                                               156                -               -
      Loans on insurance policies                                                        370              214             128
      Cash equivalents                                                                   643              618             597
      Other invested assets                                                              630                -               -
     ------------------------------------------------------------------------------------------------------------------------
        Gross investment income                                                        8,421            4,140           3,544
      Investment expenses                                                                144              537              52
     ------------------------------------------------------------------------------------------------------------------------
        Net investment income                                                    $     8,277      $     3,603     $     3,492
     ------------------------------------------------------------------------------------------------------------------------

     Net pretax realized investment gains (losses) were as follows:

                                                                                            YEARS ENDED DECEMBER 31
                                                                                ---------------------------------------------
                                                                                       1997             1996           1995
     ------------------------------------------------------------------------------------------------------------------------
      Net gains on disposals of fixed maturity securities
        available for sale                                                       $       365     $         19    $         28
      Net gains on disposal of equity securities available for sale                        3                -               -
     ------------------------------------------------------------------------------------------------------------------------
      Net gains on disposal of securities available for sale                     $       368     $         19    $         28
     ------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                  ENCORE!     69
<PAGE>
<TABLE>
<CAPTION> 
                   AMERITAS VARIABLE LIFE INSURANCE COMPANY
                   ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)

    2.  INVESTMENTS (CONTINUED)
    ---------------------------

    Proceeds from sales of securities available for sale and gross gains and
    losses realized on those sales were as follows:

                                                                                         YEAR ENDED DECEMBER 31, 1997
                                                                                  ------------------------------------------------
                                                                                       PROCEEDS              GAINS        LOSSES
     -----------------------------------------------------------------------------------------------------------------------------
     <S>                                                                         <C>              <C>                 <C>   
      Fixed maturity securities available for sale                                $      16,419    $             161   $         8
      Equity securities available for sale                                                  252                    2             -
     -----------------------------------------------------------------------------------------------------------------------------
      Total securities available for sale                                         $      16,671    $             163   $         8
     -----------------------------------------------------------------------------------------------------------------------------

                                                                                         YEAR ENDED DECEMBER 31, 1996
                                                                                  ------------------------------------------------
                                                                                       PROCEEDS               GAINS       LOSSES
     -----------------------------------------------------------------------------------------------------------------------------
      Fixed maturity securities available for sale                                $      3,014     $             30    $         -
     -----------------------------------------------------------------------------------------------------------------------------

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

    The amortized cost and fair value of investments in securities by type of
    investment were as follows:

                                                                                     DECEMBER 31, 1997
                                                                 ----------------------------------------------------------
                                                                    AMORTIZED            GROSS UNREALIZED             FAIR
                                                                                         ----------------
                                                                      COST               GAINS      LOSSES            VALUE
      ---------------------------------------------------------------------------------------------------------------------
        U. S. Corporate                                           $     75,705      $    2,024     $    16   $       77,713
        Mortgage-backed                                                 25,518             592           -           26,110
        U.S. Treasury securities and obligations of
          U.S. government agencies                                      11,935             221          24           12,132
      ---------------------------------------------------------------------------------------------------------------------
         Total fixed maturity securities available for sale            113,158           2,837          40          115,955
      ---------------------------------------------------------------------------------------------------------------------
        Equity securities available for sale                             4,061              74           -            4,135
      ---------------------------------------------------------------------------------------------------------------------
         Total securities available for sale                      $    117,219      $    2,911     $    40   $      120,090
      ---------------------------------------------------------------------------------------------------------------------

    The December 31, 1997 balance of stockholder's equity was increased by $463
    (comprised of an increase in the carrying value of the securities of $2,298,
    reduced by $1,584 of related adjustments to deferred acquisition costs and
    $251 in deferred income taxes) to reflect the net unrealized gain on
    securities classified as available for sale.
</TABLE>

70     ENCORE!
<PAGE>
<TABLE>
<CAPTION> 
                  AMERITAS VARIABLE LIFE INSURANCE COMPANY
                  ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)


    2.  INVESTMENTS (CONTINUED)
    ---------------------------
                                                                                     DECEMBER 31, 1996
                                                                  -----------------------------------------------------------
                                                                                         GROSS UNREALIZED            
                                                                     AMORTIZED          ------------------           FAIR
                                                                       COST             GAINS       LOSSES           VALUE
       ----------------------------------------------------------------------------------------------------------------------
       <S>                                                       <C>              <C>    <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
       ----------------------------------------------------------------------------------------------------------------------

    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.

    The amortized cost and fair value of fixed maturity securities available for
    sale by contractual maturity at December 31, 1997 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.

                                                                                                     AMORTIZED         FAIR
                                                                                                       COST            VALUE
   -------------------------------------------------------------------------------------------------------------------------
    Due in one year or less                                                                     $       7,376   $      7,427
    Due after one year through five years                                                              21,509         21,841
    Due after five years through ten years                                                             42,116         43,252
    Due after ten years                                                                                16,639         17,325
    Mortgage-backed securities                                                                         25,518         26,110
   -------------------------------------------------------------------------------------------------------------------------
       Total                                                                                     $    113,158  $     115,955
   -------------------------------------------------------------------------------------------------------------------------

    The Company purchases exchange and privately traded options to support
    certain equity index annuity policyowner liabilities. These derivatives,
    reflected as other invested assets, are used to manage fluctuations in the
    equity market risk granted to the policyowners of the equity advantage
    annuities. These derivatives involve, to varying degrees, elements of credit
    risk and market risk. Credit risk is the risk of loss from a private party
    failing to perform according to the terms of the contract. Market risk is the
    possibility that future changes in market prices may make the derivative
    less valuable, which offset guarantees granted to policyowners.
    The options value on the balance sheet reflects the risk of potential loss to the
    entity.

    The Company's outstanding positions, which expire over various terms ranging
    from 1 to 7 years, shown in notional or contract amounts, along with their
    cost and estimated fair values, are summarized as follows:

                                                                                        YEAR ENDED DECEMBER 31, 1997
   --------------------------------------------------------------------------------------------------------------------------
                                                                                    NOTIONAL                           FAIR
                                                                                    AMOUNT                COST         VALUE
   --------------------------------------------------------------------------------------------------------------------------
      Options                                                                    $     1,340       $      1,544   $     2,206
   --------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                  ENCORE!     71
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)


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

    The items that give rise to deferred tax assets and liabilities relate
    to the following:
                                                                                                         YEARS ENDED DECEMBER 31
                                                                                                      ---------------------------
                                                                                                           1997              1996
    -----------------------------------------------------------------------------------------------------------------------------
     <S>                                                                                             <C>             <C>  
      Net unrealized investment gains on securites available for sale                                 $    1,080      $       277
      Deferred policy acquisition costs                                                                   29,271           23,727
      Prepaid expenses                                                                                       804              172
    -----------------------------------------------------------------------------------------------------------------------------
      Gross deferred tax liability                                                                        31,155           24,176
    -----------------------------------------------------------------------------------------------------------------------------
      Future policy and contract benefits                                                                 20,014           12,620
      Deferred future revenues                                                                             1,668            1,534
      Other                                                                                                  147              101
    -----------------------------------------------------------------------------------------------------------------------------
      Gross deferred tax asset                                                                            21,829           14,255
    -----------------------------------------------------------------------------------------------------------------------------
        Net deferred tax liability                                                                    $    9,326      $     9,921
    -----------------------------------------------------------------------------------------------------------------------------

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

                                                                                                     YEARS ENDED DECEMBER 31
                                                                                           --------------------------------------
                                                                                             1997           1996           1995
    -----------------------------------------------------------------------------------------------------------------------------
      Federal statutory tax rate                                                             35.0 %         35.0 %         35.0 %
      Other                                                                                   2.9            4.3            0.2
    -----------------------------------------------------------------------------------------------------------------------------
        Effective tax rate                                                                   37.9 %         39.3 %         35.2 %
    -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


    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 3l, 1997, 1996 and l995 was $9,810, $8,907 
    and $4,858, respectively. The Company also leased office space and furniture
    and equipment from affiliates during 1995. The cost of these leases to the
    Company for the year ended December 31, 1995 was $37. Under the terms of
    investment advisory agreements, the Company paid $144, $73, and $44 for the
    years ended December 1997, 1996 and 1995, respectively 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 retenton limit. These reinsurance
    contracts do not relieve the Company of its obligations to its 
    policyowners. The Company paid $3,810, $3,301 and $2,280 of net reinsurance 
    premiums to affiliates for the years ended December 3l, 1997, 1996 and l995 
    respectively. The Company has received reinsurance recoveries from 
    affiliates of $2,260, $659 and $1,472 for the years ended December 3l,1997,
    1996 and 1995 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.  


72     ENCORE!
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)



    4.  RELATED PARTY TRANSACTIONS (CONTINUED)
    ------------------------------------------

    The Company's variable life and annuity products are distributed through
    Ameritas Investment Corp., a wholly-owned subsidiary of AMAL Corporation.
    The Company received $93, $54 and $192 for the years ended December 31,
    1997, 1996 and 1995 respectively, from this affiliate to partially defray
    the costs of materials and prospectuses. Policies placed by this affiliate
    generated commission expense of $23,232, $20,373 and $14,028 for the years
    ended December 31, 1997, 1996 and 1995 respectively.

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

    5.  BENEFIT PLANS
    -----------------
   
    The Company provides retirement and postretirement medical benefits to 
    qualifying employees. Prior to August l, 1997 these benefits were provided 
    under plans which covered substantially all employees of Ameritas Life 
    Insurance Corp. and its subsidiaries. Concurrent with the transfer of a 
    significant number of employees to the Company, effective August 1, 1997, 
    AMAL Corporation assumed the benefit obligations associated with these
    plans.

    The Company is included in a multi-employer noncontributory defined benefit
    plan that covers substantially all full-time employees of Ameritas Life
    Insurance Corp. and its subsidiaries and AMAL Corporation and it's
    subsidiaries. Pension costs include current service costs, which are accrued
    and funded on a current basis, and post service costs, which are amortized
    over the average remaining service life of all employees on the adoption
    date. Total Company contributions for the year ended December 31, 1997 were
    $29. The Company had no full time employees during 1996 or 1995.

    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. Total
    Company contributions for the year ended December 31, 1997 were $24. The
    Company had no full time employees during 1996 or 1995.

    The Company is also included in the postretirement benefit plan providing
    group medical coverage to retired employees of AMAL Corporation and it's
    subsidiaries. Prior to August 1, 1997 these benefits were provided under a
    plan with Ameritas Life Insurance Corp. 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. Total Company contributions for the year ended December
    31, 1997 were $5. The Company had no full time employees during 1996 or 
    1995.

    Expenses for the defined benefit plan and postretirement group medical plan
    are allocated to the Company based on the number of associates in AMAL
    Corporation and its subsidiaries.

                                                                  ENCORE!     73
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)


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

    Net income (loss), as determined in accordance with statutory accounting
    practices, was $2,048, $855 and $(19) for 1997, 1996 and 1995 respectively.
    The Company's statutory surplus was $45,265, $44,100 and $13,800 at 
    December 31, 1997, 1996 and 1995 respectively. Effective January 1, 1996 
    the Company changed reserving methods used for most existing products 
    resulting in an increase in statutory surplus of approximately $20,60l. 
    The Company is required to maintain a certain level of surplus to be in 
    compliance with state laws and regulations. Company surplus is monitored 
    by state regulators to ensure compliance with risk based capital 
    requirements.

    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, 1997 and 1996. 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,
             the value has been determined using an interest rate spread matrix 
             based upon quality, weighted average maturity and Treasury yields.

             EQUITY SECURITIES AVAILABLE FOR SALE -- Fair value is determined
             using an independent pricing source. 

             LOANS ON INSURANCE POLICIES -- Fair values for loans on insurance
             policies are estimated using a discounted cash flow analysis at
             interest rates currently offered for similar loans with similar
             remaining terms. Loans on insurance policies with similar
             characteristics are aggregated for purposes of the calculations.

             OTHER INVESTED ASSETS -- Fair value is determined using an
             independent pricing source.

             CASH AND CASH EQUIVALENTS, ACCRUED INVESTMENT INCOME AND 
             REINSURANCE RECOVERABLE -- The carrying amounts equal fair value.

74     ENCORE!
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)



    7. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    --------------------------------------------------

             ACCUMULATED CONTRACT VALUES -- Funds on deposit which do not have
             fixed maturities are carried at the amount payable on demand at the
             reporting date, which approximates fair value.
                                                                                               DECEMBER 31
                                                                    ----------------------------------------------------------------
                                                                                1997                               1996
                                                                    ----------------------------     -------------------------------
                                                                      CARRYING          FAIR            CARRYING            FAIR
                                                                       AMOUNT           VALUE            AMOUNT             VALUE
     -------------------------------------------------------------------------------------------------------------------------------
     <S>                                                            <C>             <C>               <C>              <C>   
      Financial assets:
        Fixed maturity securities,
          available for sale                                         $115,955        $115,955          $    62,621      $    62,621
        Equity securities, available for sale                           4,135           4,135                    -                -
        Loans on insurance policies                                     7,482           6,657                4,309            3,843
        Other invested assets                                           2,206           2,206                    -                -
        Cash and cash equivalents                                      13,711          13,711               10,684           10,684
        Accrued investment income                                       1,801           1,801                1,096            1,096
        Reinsurance recoverable - affiliates                              514             514                    9                9

      Financial liabilities:
        Accumulated contract values excluding amounts
          held under insurance contracts                              144,109         144,109               70,640           70,640



    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 l940,
    as amended, as unit investment trusts. Account V and VA-2's assets and 
    liabilities are segregated from the other assets and liabilities of the
    Company.

    Amounts in the Separate Accounts are:
                                                                                                             DECEMBER 31
                                                                                                   -------------------------------
                                                                                                        1997              1996
    -------------------------------------------------------------------------------------------------------------------------------
      Separate Account V                                                                            $  197,729         $ 136,079
      Separate Account VA-2                                                                          1,067,619           811,501
    -------------------------------------------------------------------------------------------------------------------------------
                                                                                                    $1,265,348         $ 947,580
    -------------------------------------------------------------------------------------------------------------------------------

    The assets of Account V are invested in shares of the Variable Insurance
    Products Fund, the Variable Insurance Products Fund II, Alger American 
    Fund, Morgan Stanley Universal Funds 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,
</TABLE>

                                                                  ENCORE!     75
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)




    8. SEPARATE ACCOUNTS (CONTINUED)
    --------------------------------

    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,
    Balanced Portfolio 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 five portfolios: the Emerging Growth 
    Portfolio (effective August 25, 1995), World Governments Portfolio 
    (effective August 24, 1995), Utilities Portfolio (effective September 18, 
    1995), Growth with Income Portfolio (effective October 9, 1995) and the 
    Research Portfolio (effective July 26, 1995). The Morgan Stanley Universal 
    Funds managed by Morgan Stanley Asset Management Inc. and has five 
    portfolios: the Asian Equity Portfolio (effective March 3, 1997), Global 
    Equity Portfolio (effective January 2, 1997), International Magnum 
    Portfolio (effective January 21, 1997), Emerging Markets Portfolio 
    (effective October 1, 1996) and the U.S. Real Estate Portfolio (effective 
    March 3, 1997).

    Pursuant to an order of the SEC allowing for the substitution, all 
    policyowner funds invested in a Portfolio of Dreyfus Stock Index Fund were
    transferred to the Index 500 Portfolio of the Fidelity Variable Insurance 
    Products Fund II as of March 31, 1997.  The Dreyfus Stock Index Portfolio 
    was an investment alternative through the date of transfer for policyowners
    of Separate Account V and VA-2.

    Separate Account VA-2 allows investment in the Variable Insurance Products 
    Fund, Variable Insurance Products Fund II, Alger American Fund, MFS 
    Variable Insurance Trust and the Morgan Stanley Universal Funds with the 
    same portfolios as described above.

76     ENCORE!
<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 78 through 81  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
78 and 80 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  79 and 81 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  expenses  paid by each
portfolio  available for investment (the equivalent to an annual rate of .87% of
the  aggregate  average  daily net  assets of the Fund) and the daily  charge by
AVLIC  to  each  Subaccount  for  assuming   mortality  and  expense  risks  and
administrative  expenses  (which is  equivalent to a charge at an annual rate of
 .90% for  policy  years  1-20 and 0.65%  thereafter on pages 78 and 80 and at an
annual  rate of  1.15%  on  pages 79 and 81 of the  average  net  assets  of the
Subaccounts). A portion of the brokerage commissions that certain Fidelity Funds
pay was used to reduce funds expenses. In addition,  certain Fidelity 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,  expenses would have been
higher.  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 .28%  for  the Index 500 Portfolio,  1.25% for the Alger American
Income and Growth and Alger  American  Balanced  Portfolio;  1.50% for the Alger
American Small  Capitalization,  Alger American  Mid-Cap Growth,  Alger American
Leveraged All Cap, and Alger American  Growth  Portfolios;  1.75% for the Morgan
Stanley  Emerging  Markets  Equity,  1.20% for the Morgan  Stanley Asian Equity,
1.15% for the Morgan  Stanley  Global  Equity and Morgan  Stanley  International
Magnum,  1.10% for the Morgan  Stanley U.S. Real Estate  Portfolios of daily net
assets.   MFS  has  agreed  to  bear  expenses  for  each  series,   subject  to
reimbursement  by each series,  such that each series "Other Expenses" shall not
exceed  .25% of the  average  daily net assets of the series  during the current
fiscal year.  These  agreements are expected to continue in future years but may
be  terminated at any time.  As long as the expense  limitations  continue for a
portfolio,  if a  reimbursement  occurs,  it has  the  effect  of  lowering  the
portfolio's expense ratio and increasing its total return. The illustrated gross
annual  investment  rates of  return  of 0%,  6%,  and 12% were  computed  after
deducting  fund  expenses  and  correspond  to  approximate  net annual rates of
- -1.77%, 4.23%, 10.23% respectively, for years 1-20 and -1.52%, 4.48%, 10.48% for
the years thereafter  respectively, on pages 78 and 80 and -2.02%, 3.98%,  9.98%
respectively, on pages 79 and 81.

The  hypothetical  values  shown in the tables do not  reflect  any  charges for
Federal Income tax burden  attributable to the Separate 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 33.)

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 Separate  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.

                                                                  ENCORE!     77
<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 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

                                 (-1.77% Net)                   ( 4.23% Net)                     (10.23% 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       4406          0     500000       4712         0    500000     5019          0      500000
   2          12915       8629       1914     500000       9516      2801    500000    10442       3727      500000
   3          19860      12669       5954     500000      14413      7698    500000    16308       9593      500000
   4          27153      16529       9814     500000      19410     12695    500000    22668      15953      500000
   5          34811      20210      13495     500000      24509     17794    500000    29573      22858      500000
   6          42852      23717      17673     500000      29717     23674    500000    37083      31040      500000
   7          51294      27044      21672     500000      35034     29662    500000    45259      39887      500000
   8          60159      30200      25500     500000      40471     35770    500000    54180      49480      500000
   9          69467      33180      29151     500000      46028     41999    500000    63922      59893      500000
  10          79240      35984      32627     500000      51709     48352    500000    74576      71218      500000

  15         135944      47304      47304     500000      82145     82145    500000   145457     145457      500000
  20         208315      53153      53153     500000     115783    115783    500000   260016     260016      500000

 Ages
  60         135944      47304      47304     500000      82145     82145    500000    145457    145457      500000
  65         208315      53153      53153     500000     115783    115783    500000    260016    260016      500000
  70         300680      47605      47605     500000     149736    149736    500000    454136    454136      526797
  75         418564      20389      20389     500000     176930    176930    500000    784830    784830      839768

1) Assumes an annual $6000 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.
    
</TABLE>

78     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: $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
                                 (-2.02% Net)                   ( 3.98% Net)                     ( 9.98% 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       4406          0     500000      4712          0    500000      5019          0   500000
   2          12915       8045       1330     500000      8911       2196    500000      9815       3100   500000
   3          19860      11496       4781     500000     13161       6446    500000     14974       8259   500000
   4          27153      14743       8028     500000     17446      10731    500000     20514      13799   500000
   5          34811      17770      11055     500000     21749      15034    500000     26458      19743   500000
   6          42852      20576      14532     500000     26065      20022    500000     32843      26800   500000
   7          51294      23131      17759     500000     30365      24993    500000     39687      34315   500000
   8          60159      25410      20710     500000     34618      29917    500000     47010      42310   500000
   9          69467      27392      23363     500000     38797      34768    500000     54844      50815   500000
  10          79240      29039      25682     500000     42864      39507    500000     63210      59852   500000

  15         135944      31349      31349     500000     60322      60322    500000    114604     114604   500000
  20         208315      19663      19663     500000     67950      67950    500000    187786     187786   500000

 Ages
  60         135944      31349      31349     500000     60322      60322    500000    114604     114604   500000
  65         208315      19663      19663     500000     67950      67950    500000    187786     187786   500000
  70         300680         0*         0*          0*    52180      52180    500000    297322     297322   500000
  75         418564         0*         0*          0*        0*         0*        0*   484485     484485   518399

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

1) Assumes an annual $6000 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.
    
</TABLE>

                                                                   ENCORE!    79
<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 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
                                 (-1.77% Net)                   ( 4.23% Net)                     (10.23% 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      17665      10950     517665      18780     12065    517665      19897      13182    519897
   2           43050      34898      28183     534898      38233     31518    534898      41703      34988    541703
   3           66202      51704      44989     551704      58381     51666    551704      65609      58894    565609
   4           90512      68088      61373     568088      79254     72539    568088      91829      85114    591829
   5          116038      84055      77340     584055     100878     94163    584055     120595     113880    620595
   6          142840      99610      93567     599610     123284    117241    599610     152168     146125    652168
   7          170982     114753     109381     614753     146496    141124    614753     186824     181452    686824
   8          200531     129494     124793     629494     170552    165851    629494     224884     220183    724884
   9          231557     143831     139802     643831     195478    191449    643831     266685     262656    766685
  10          264135     157767     154410     657767     221306    217949    657767     312607     309249    812607

  15          453149     221469     221469     721469     365156    365156    721469     620129     620129   1120129
  20          694384     274412     274412     774412     536034    536034    774412    1113671    1113671   1613671

 Ages
  60          453149     221469     221469     721469     365156    365156    721469     620129     620129   1120129
  65          694384     274412     274412     774412     536034    536034    774412    1113671    1113671   1613671
  70         1002268     313577     313577     813577     748793    748793    813577    1945034    1945034   2445034
  75         1395214     327137     327137     827137     990842    990842    827137    3301013    3301013   3801013

1) Assumes an annual  $20000  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.
    
</TABLE>

80     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: $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
                                 (-2.02% Net)                   ( 3.98% Net)                     ( 9.98% 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      17618      10903     517618      18734      12019    518734     19850      13135    519850
   2           43050      34002      27287     534002      37298      30583    537298     40729      34014    540729
   3           66202      49912      43197     549912      56453      49738    556453     63539      56824    563539
   4           90512      65348      58633     565348      76212      69497    576212     88464      81749    588464
   5          116038      80299      73584     580299      96581      89866    596581    115692     108977    615692
   6          142840      94766      88723     594767     117571     111528    617572    145444     139401    645445
   7          170982     108726     103354     608726     139175     133803    639175    177936     172564    677936
   8          200531     122152     117451     622151     161379     156678    661379    213403     208702    713402
   9          231557     135025     130996     635025     184176     180147    684176    252111     248082    752111
  10          264135     147313     143956     647314     207545     204188    707546    294337     290979    794336

  15          453149     199193     199193     699193     332497     332497    832497    570398     570398   1070398
  20          694384     231648     231648     731648     467870     467870    967870    995731     995731   1495731

  Ages

   60         453149     199193     199193     699193     332497     332497    832497    570398     570398   1070398
   65         694384     231648     231648     731648     467870     467870    967870    995731     995731   1495731
   70        1002268     236209     236209     736209     603994     603994   1103994   1647676    1647676   2147676
   75        1395214     199647     199647     699647     722919     722919   1222919   2644074    2644074   3144074

1) Assumes an annual  $20000  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.
    
</TABLE>

                                                                  ENCORE!     81
<PAGE>
       

82     ENCORE!
<PAGE>
       
                                                                  ENCORE !    83
<PAGE>

                           INCORPORATION BY REFERENCE

The Registrant,  AVLIC Separate  Account V purchases or will purchase units from
the  portfolios  of  these  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

                          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  Variable Life Insurance  Company  represents that the fees and charges
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.

                     REPRESENTATION 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>



                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:

   The facing sheet.
   The prospectus  consisting of 81 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. (a)(b) Opinion and Consent of Norman M. Krivosha, Secretary and General 
    Counsel
3.  No financial  statements will be omitted from the final Prospectus pursuant
    to Instruction 1(b) or (c) of Part I.
4.  Not applicable.
5.  See Financial Data Schedules.
7.  (a)(b) Opinion and Consent of Thomas P. McArdle.
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.

***   Incorporated by reference to Post-Effective Amendent No. 1 to the
      Registration Statement for Ameritas Variable Life Insurance Company
      Separate Account V.  File No. 333-15585, filed February 28, 1997.

****  Incorporated by reference to Pre-Effective Amendment No. 1 to the 
      Registration Statement for Ameritas Variable Life Insurance 
      Company Separate Account VA-2, File No. 333-36507, filed 
      February 20, 1998.
<PAGE>

                                  EXHIBIT INDEX

Exhibit                                                                Page
- -------                                                                ---- 

99.3.(a)(b)       Opinion and Consent of Norman M. Krivosha

99.6.(a)(b)       Opinion and Consent of Thomas P. McArdle

99.8              Consent of Deloitte & Touche LLP

                                                Ameritas Variable Life Insurance
                                                                    Company Logo


February 27, 1998

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

Gentlemen:

With reference to Post-Effective Amendment No. 2 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. 2 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 and General Counsel

                                              Ameritas Life Insurance Corp. Logo
- --------------------------------------------------------------------------------
                          One Ameritas Way/P.O. Box 81889/Lincoln, NE 68501-1889
                     (402) 467-1122 / (800) 745-6665 / Facsimile: (402) 467-7956


February 27, 1998

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. 2 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 Appendices 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
     illustrations,   appear   more   favorable  to   prospective
     purchasers  of  the  Contract  for  male  age  45,  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 No. 2 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

INDEPENDENT AUDITORS' CONSENT


We consent to the use in this  Post Effective  Amendment No. 2  to  Registration
Statement No. 333-15585 of Ameritas Variable  Life  Insurance  Company  Separate
Account V of our reports dated  February 2, 1998, 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


Lincoln, Nebraska
February 26, 1998

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 20
   <NAME> V - FIDELITY MONEY MARKET
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        7,552,486
<INVESTMENTS-AT-VALUE>                       7,552,486
<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>                        7,552,486          
<SHARES-COMMON-PRIOR>                        7,637,768
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 7,552,486         
<DIVIDEND-INCOME>                              463,675
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  84,611
<NET-INVESTMENT-INCOME>                        379,064
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                          379,064
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     57,423,437   
<NUMBER-OF-SHARES-REDEEMED>                 57,508,719
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         (85,282)
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                       17,057,993     
<INVESTMENTS-AT-VALUE>                      24,722,507         
<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>                        1,018,225        
<SHARES-COMMON-PRIOR>                          817,109
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     7,664,514         
<NET-ASSETS>                                24,722,507
<DIVIDEND-INCOME>                              290,414      
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 201,066      
<NET-INVESTMENT-INCOME>                         89,348
<REALIZED-GAINS-CURRENT>                     1,460,138
<APPREC-INCREASE-CURRENT>                    3,371,385
<NET-CHANGE-FROM-OPS>                        4,920,871
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        511,389        
<NUMBER-OF-SHARES-REDEEMED>                    310,273
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       7,538,703
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                       19,311,493         
<INVESTMENTS-AT-VALUE>                      32,353,671     
<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>                          872,067            
<SHARES-COMMON-PRIOR>                          841,044   
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    13,042,178
<NET-ASSETS>                                32,353,671
<DIVIDEND-INCOME>                              177,070      
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 278,073       
<NET-INVESTMENT-INCOME>                       (101,003)
<REALIZED-GAINS-CURRENT>                       792,600   
<APPREC-INCREASE-CURRENT>                    5,089,744
<NET-CHANGE-FROM-OPS>                        5,781,341
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        339,254        
<NUMBER-OF-SHARES-REDEEMED>                    308,232
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       6,163,568       
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        6,613,479        
<INVESTMENTS-AT-VALUE>                       8,125,835
<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>                          598,368          
<SHARES-COMMON-PRIOR>                          558,110
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,512,356        
<NET-ASSETS>                                 8,125,835
<DIVIDEND-INCOME>                              456,382
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  65,009
<NET-INVESTMENT-INCOME>                        391,373
<REALIZED-GAINS-CURRENT>                        56,407
<APPREC-INCREASE-CURRENT>                      585,776
<NET-CHANGE-FROM-OPS>                        1,033,556
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,118,068         
<NUMBER-OF-SHARES-REDEEMED>                  1,077,810
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,138,301     
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                       10,900,272        
<INVESTMENTS-AT-VALUE>                      13,345,483        
<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>                          695,077        
<SHARES-COMMON-PRIOR>                          565,907
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     2,445,211
<NET-ASSETS>                                13,345,483  
<DIVIDEND-INCOME>                              183,138
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 115,217     
<NET-INVESTMENT-INCOME>                         67,921      
<REALIZED-GAINS-CURRENT>                       727,004     
<APPREC-INCREASE-CURRENT>                      646,688      
<NET-CHANGE-FROM-OPS>                        1,441,613
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,175,597        
<NUMBER-OF-SHARES-REDEEMED>                  1,046,427
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       2,683,788      
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        8,735,694     
<INVESTMENTS-AT-VALUE>                      10,836,035
<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>                           94,729            
<SHARES-COMMON-PRIOR>                           21,656
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     2,100,340      
<NET-ASSETS>                                10,836,035 
<DIVIDEND-INCOME>                               32,977
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  71,508
<NET-INVESTMENT-INCOME>                        (38,531) 
<REALIZED-GAINS-CURRENT>                        66,916
<APPREC-INCREASE-CURRENT>                    1,946,609 
<NET-CHANGE-FROM-OPS>                        1,974,994  
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        129,171   
<NUMBER-OF-SHARES-REDEEMED>                     56,099
<SHARES-REINVESTED>                                  0 
<NET-CHANGE-IN-ASSETS>                       8,905,823
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        6,496,810      
<INVESTMENTS-AT-VALUE>                       7,758,926     
<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>                          389,114        
<SHARES-COMMON-PRIOR>                          176,607
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,262,117
<NET-ASSETS>                                 7,758,926
<DIVIDEND-INCOME>                               28,971 
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  50,896  
<NET-INVESTMENT-INCOME>                        (21,925)  
<REALIZED-GAINS-CURRENT>                        76,565  
<APPREC-INCREASE-CURRENT>                      991,738   
<NET-CHANGE-FROM-OPS>                        1,046,378
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        358,431   
<NUMBER-OF-SHARES-REDEEMED>                    145,924
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       4,834,320     
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        1,950,189        
<INVESTMENTS-AT-VALUE>                       2,291,284
<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>                          140,054          
<SHARES-COMMON-PRIOR>                           42,446
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       341,095
<NET-ASSETS>                                 2,291,284     
<DIVIDEND-INCOME>                                    0  
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  14,685 
<NET-INVESTMENT-INCOME>                        (14,685) 
<REALIZED-GAINS-CURRENT>                         1,179  
<APPREC-INCREASE-CURRENT>                      322,064   
<NET-CHANGE-FROM-OPS>                          308,558 
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        137,283    
<NUMBER-OF-SHARES-REDEEMED>                     39,674
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,735,244    
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                       21,257,550           
<INVESTMENTS-AT-VALUE>                      27,583,475
<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>                        1,531,564          
<SHARES-COMMON-PRIOR>                        1,326,764        
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     6,325,925      
<NET-ASSETS>                                27,583,475
<DIVIDEND-INCOME>                              782,791      
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 232,839      
<NET-INVESTMENT-INCOME>                        549,952      
<REALIZED-GAINS-CURRENT>                     1,963,611
<APPREC-INCREASE-CURRENT>                    1,992,988      
<NET-CHANGE-FROM-OPS>                        4,506,551        
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        598,139        
<NUMBER-OF-SHARES-REDEEMED>                    393,338
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       5,121,367                  
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        2,804,441          
<INVESTMENTS-AT-VALUE>                       2,977,354
<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>                          237,050          
<SHARES-COMMON-PRIOR>                          192,187
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       172,913   
<NET-ASSETS>                                 2,977,354
<DIVIDEND-INCOME>                              138,030
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  25,608   
<NET-INVESTMENT-INCOME>                        112,422
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                       89,590      
<NET-CHANGE-FROM-OPS>                          202,012      
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        120,595        
<NUMBER-OF-SHARES-REDEEMED>                     75,731
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         624,988          
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                       13,707,354       
<INVESTMENTS-AT-VALUE>                      17,651,623 
<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>                          403,466          
<SHARES-COMMON-PRIOR>                          345,335
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     3,944,269        
<NET-ASSETS>                                17,651,623         
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 142,416       
<NET-INVESTMENT-INCOME>                       (142,416)      
<REALIZED-GAINS-CURRENT>                       550,941
<APPREC-INCREASE-CURRENT>                    1,210,960        
<NET-CHANGE-FROM-OPS>                        1,619,485        
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        311,522        
<NUMBER-OF-SHARES-REDEEMED>                    253,391
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       3,523,960
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        9,099,665        
<INVESTMENTS-AT-VALUE>                      12,840,085        
<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>                          300,283       
<SHARES-COMMON-PRIOR>                          233,042
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     3,740,421       
<NET-ASSETS>                                12,840,085
<DIVIDEND-INCOME>                               32,883    
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  98,937     
<NET-INVESTMENT-INCOME>                        (66,054)    
<REALIZED-GAINS-CURRENT>                        59,552
<APPREC-INCREASE-CURRENT>                    2,142,136      
<NET-CHANGE-FROM-OPS>                        2,135,634      
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        204,589       
<NUMBER-OF-SHARES-REDEEMED>                    137,349
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       4,839,740
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        3,864,736       
<INVESTMENTS-AT-VALUE>                       4,189,839
<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>                          381,241           
<SHARES-COMMON-PRIOR>                          234,654
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       325,103       
<NET-ASSETS>                                 4,189,839
<DIVIDEND-INCOME>                               12,791      
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  28,862    
<NET-INVESTMENT-INCOME>                        (16,071)   
<REALIZED-GAINS-CURRENT>                       105,818
<APPREC-INCREASE-CURRENT>                      755,171      
<NET-CHANGE-FROM-OPS>                          844,918
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        389,298       
<NUMBER-OF-SHARES-REDEEMED>                    242,711
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       2,214,050     
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        5,997,773         
<INVESTMENTS-AT-VALUE>                       7,550,436
<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>                          312,260        
<SHARES-COMMON-PRIOR>                          263,959
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,552,664
<NET-ASSETS>                                 7,550,436        
<DIVIDEND-INCOME>                                3,623
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  62,763      
<NET-INVESTMENT-INCOME>                        (59,140)     
<REALIZED-GAINS-CURRENT>                        88,340
<APPREC-INCREASE-CURRENT>                      768,190     
<NET-CHANGE-FROM-OPS>                          797,390
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        245,052        
<NUMBER-OF-SHARES-REDEEMED>                    196,752
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,914,907
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        1,308,301    
<INVESTMENTS-AT-VALUE>                       1,348,133
<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>                          125,291        
<SHARES-COMMON-PRIOR>                           98,800
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        39,831      
<NET-ASSETS>                                 1,348,133
<DIVIDEND-INCOME>                               12,338    
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  10,092     
<NET-INVESTMENT-INCOME>                          2,246  
<REALIZED-GAINS-CURRENT>                        16,729
<APPREC-INCREASE-CURRENT>                      162,920    
<NET-CHANGE-FROM-OPS>                          181,895
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         64,650       
<NUMBER-OF-SHARES-REDEEMED>                     38,160
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         435,217        
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        2,114,624        
<INVESTMENTS-AT-VALUE>                       2,432,247 
<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>                          104,974       
<SHARES-COMMON-PRIOR>                           61,392
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       317,623
<NET-ASSETS>                                 2,432,247    
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  17,451
<NET-INVESTMENT-INCOME>                        (17,451)
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                      298,847   
<NET-CHANGE-FROM-OPS>                          281,396
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        108,500         
<NUMBER-OF-SHARES-REDEEMED>                     64,918
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,243,697    
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        5,739,754        
<INVESTMENTS-AT-VALUE>                       6,708,650
<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>                          415,654          
<SHARES-COMMON-PRIOR>                          193,701
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       968,896
<NET-ASSETS>                                 6,708,650      
<DIVIDEND-INCOME>                                    0 
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  44,359
<NET-INVESTMENT-INCOME>                        (44,359)
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                      937,800
<NET-CHANGE-FROM-OPS>                          893,441   
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        457,735        
<NUMBER-OF-SHARES-REDEEMED>                    235,782
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       4,144,051
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        1,433,157        
<INVESTMENTS-AT-VALUE>                       1,697,330
<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>                           94,349         
<SHARES-COMMON-PRIOR>                           28,672
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       264,173
<NET-ASSETS>                                 1,697,330     
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   7,542 
<NET-INVESTMENT-INCOME>                         (7,542)
<REALIZED-GAINS-CURRENT>                             0   
<APPREC-INCREASE-CURRENT>                      255,610
<NET-CHANGE-FROM-OPS>                          248,068     
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        107,582   
<NUMBER-OF-SHARES-REDEEMED>                     41,905
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,305,668     
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          221,949      
<INVESTMENTS-AT-VALUE>                         221,859
<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>                           21,730        
<SHARES-COMMON-PRIOR>                           17,337
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           (90)      
<NET-ASSETS>                                   221,859   
<DIVIDEND-INCOME>                                3,537
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,978 
<NET-INVESTMENT-INCOME>                          1,559
<REALIZED-GAINS-CURRENT>                         1,603
<APPREC-INCREASE-CURRENT>                       (6,568)    
<NET-CHANGE-FROM-OPS>                           (3,406)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         37,542      
<NUMBER-OF-SHARES-REDEEMED>                     33,149
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          38,437 
<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> 39
   <NAME> V - MFS RESEARCH
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          952,090      
<INVESTMENTS-AT-VALUE>                         970,331
<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>                           61,452        
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        18,241      
<NET-ASSETS>                                   970,331   
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,824 
<NET-INVESTMENT-INCOME>                         (2,824)
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                       18,241    
<NET-CHANGE-FROM-OPS>                           15,417
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         72,827      
<NUMBER-OF-SHARES-REDEEMED>                     11,374
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         970,331 
<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> 40
   <NAME> V - MFS GROWTH WITH INCOME
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        1,629,259      
<INVESTMENTS-AT-VALUE>                       1,632,772
<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>                           99,317        
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         3,513      
<NET-ASSETS>                                 1,632,772   
<DIVIDEND-INCOME>                                6,744
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,761 
<NET-INVESTMENT-INCOME>                          3,983
<REALIZED-GAINS-CURRENT>                        31,548
<APPREC-INCREASE-CURRENT>                        3,513    
<NET-CHANGE-FROM-OPS>                           39,044
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        110,180      
<NUMBER-OF-SHARES-REDEEMED>                     10,863
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,632,772 
<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> 41
   <NAME> V - MORGAN STANLEY ASIAN EQUITY
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          238,689      
<INVESTMENTS-AT-VALUE>                         187,391
<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>                           33,225        
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (51,298)      
<NET-ASSETS>                                   187,391   
<DIVIDEND-INCOME>                                  232
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     495 
<NET-INVESTMENT-INCOME>                           (263)
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                      (51,298)    
<NET-CHANGE-FROM-OPS>                          (51,561)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         51,430      
<NUMBER-OF-SHARES-REDEEMED>                     18,205
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         187,391 
<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> 42
   <NAME> V - MORGAN STANLEY EMERGING MARKET
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          881,793      
<INVESTMENTS-AT-VALUE>                         737,379
<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>                           78,195        
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (144,415)      
<NET-ASSETS>                                   737,379   
<DIVIDEND-INCOME>                                4,896
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   3,435 
<NET-INVESTMENT-INCOME>                          1,461
<REALIZED-GAINS-CURRENT>                        21,661
<APPREC-INCREASE-CURRENT>                     (144,415)    
<NET-CHANGE-FROM-OPS>                         (121,293)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        140,386      
<NUMBER-OF-SHARES-REDEEMED>                     62,191
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         737,379 
<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> 43
   <NAME> V - MORGAN STANLEY GLOBAL EQUITY
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          849,086        
<INVESTMENTS-AT-VALUE>                         851,236
<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>                           72,507         
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         2,150
<NET-ASSETS>                                   851,236     
<DIVIDEND-INCOME>                                5,533
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,294 
<NET-INVESTMENT-INCOME>                          3,239
<REALIZED-GAINS-CURRENT>                        11,816   
<APPREC-INCREASE-CURRENT>                        2,150
<NET-CHANGE-FROM-OPS>                           17,205     
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         93,896   
<NUMBER-OF-SHARES-REDEEMED>                     21,389
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         851,236     
<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> 44
   <NAME> V - MORGAN STANLEY INTERNATIONAL MAGNUM
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          575,396        
<INVESTMENTS-AT-VALUE>                         530,628
<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>                           51,120         
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (44,768)
<NET-ASSETS>                                   530,628     
<DIVIDEND-INCOME>                               15,852
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,903 
<NET-INVESTMENT-INCOME>                         13,949
<REALIZED-GAINS-CURRENT>                         1,056   
<APPREC-INCREASE-CURRENT>                      (44,768)
<NET-CHANGE-FROM-OPS>                          (29,763)     
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         77,530   
<NUMBER-OF-SHARES-REDEEMED>                     26,410
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         530,628     
<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> 45
   <NAME> V - MORGAN STANLEY U.S. REAL ESTATE
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          613,044        
<INVESTMENTS-AT-VALUE>                         632,134
<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>                           55,402         
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        19,090
<NET-ASSETS>                                   632,134     
<DIVIDEND-INCOME>                                9,641
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,584 
<NET-INVESTMENT-INCOME>                          8,057
<REALIZED-GAINS-CURRENT>                        11,556   
<APPREC-INCREASE-CURRENT>                       19,091
<NET-CHANGE-FROM-OPS>                           38,704     
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         97,641   
<NUMBER-OF-SHARES-REDEEMED>                     42,239
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         632,134     
<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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