AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCOUNT V
497, 1998-05-05
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                                 PROFILE OF THE
                             OVERTURE ANNUITY III-P
                            VARIABLE ANNUITY CONTRACT

                                   May 1, 1998


     THIS  PROFILE IS A SUMMARY OF SOME MORE  INPORTANT  POINTS  THAT YOU SHOULD
CONSIDER  AND KNOW  BEFORE  PURCHASING  THE  POLICY.  THE  POLICY IS MORE  FULLY
DESCRIBED IN THE  PROSPECTUS  WHICH  ACCOMPANIES  THIS PROFILE.  PLEASE READ THE
PROSPECTUS CAREFULLY.

1. THE ANNUITY CONTRACT 

     The variable  annuity  policy  offered by Ameritas  Variable Life Insurance
Company  (AVLIC) is a policy  between  you, the owner,  and AVLIC,  an insurance
company. The Policy provides a means for investing on a tax-deferred basis in 26
investment  subaccounts and a Fixed Account of AVLIC. The Policy is intended for
retirement  savings or other  long-term  investment  purposes and provides for a
death benefit and guaranteed income options.
     This  Policy  offers 26  subaccounts  which are  listed in Section 4. These
subaccounts  are  designed  to offer a better  return  than the  Fixed  Account.
However, this is NOT guaranteed. You can also lose your money.
     The Fixed  Account  offers an interest  rate  guaranteed  by the  insurance
company, AVLIC. This interest rate is set as declared effective for the month of
issue,  and is  guaranteed  for the  remainder of the Policy Year. In subsequent
Policy Years, amounts in the Fixed Account earn interest at the rate declared in
the  month of the last  Policy  Anniversary.  While  your  money is in the Fixed
Account, your principal and all interest earned is guaranteed by AVLIC.
     You can put money into any or all of the subaccounts and the Fixed Account.
You can transfer between subaccounts up to 15 times a year without charge. After
15  transfers,  the  charge  is $10 for  each  additional  transfer.  There  are
restrictions on the Fixed Account.
     The  Policy,  like all  deferred  annuity  policies,  has two  phases:  the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate  on a  tax-deferred  basis and are  taxed as  income  when you make a
withdrawal.  The income phase occurs when you begin receiving  regular  payments
from your Policy.
     The money you can accumulate  during the accumulation  phase will determine
the income payments during the income phase.

2. ANNUITY  PAYMENTS  (THE INCOME PHASE) 
     If you want to receive regular income from your annuity, you can choose one
of five options: (1) monthly payment of interest only; (2) monthly payment for a
fixed amount until depleted;  (3) monthly payments for a certain period up to 20
years (as you select);  (4) monthly payments for your life (assuming you are the
annuitant) that may include a guaranteed  period;  and (5) monthly  payments for
your life and for the life of another person (usually your spouse).  The annuity
options are fixed only. Once you begin receiving  regular  payments,  you cannot
change your payment plan.

3. PURCHASE   
     You can buy this Policy with $2,000 or more under most circumstances.  Your
registered  representative  can help you fill out the proper forms.  You can add
$500 or more any time during the accumulation phase.

4. INVESTMENT OPTIONS 
     You can put your money in any or all of these subaccounts  described in the
fund prospectuses:

<TABLE>
<CAPTION>
       MANAGED BY                     MANAGED BY                 MANAGED BY               MANAGED BY 
       FIDELITY MGMT &                FRED ALGER MGMT., INC.     MASSACHUSETTS            MORGAN STANLEY
       RESEARCH COMPANY               ----------------------     FINANCIAL SERVICES CO.   ASSET NGNT. INC.
       ----------------               ALGER AMERICAN:            ----------------------   ----------------
      <S>                            <C>                        <C>                      <C>    
       VIP Money Market                   Growth                 Emerging Growth          Emerging Markets Equity
       VIP Equity-Income                  Income and Growth      Utilities                Global Equity
       VIP Growth                         Small Capitalization   World Governments        International Magnum
       VIP High Income                    Balanced               Research                 Asian Equity
       VIP Overseas                       MidCap Growth          Growth With Income       U.S. Real Estate
       VIP II Asset Manager               Leveraged AllCap
       VIP II Investment Grade Bond
       VIP II Asset Manager: Growth
       VIP II Index 500
       VIP II Contrafund
</TABLE>

Depending  upon  market  conditions,  you can make or lose money in any of these
subaccounts.
                                        i
<PAGE>
5. EXPENSES
     The Policy has insurance  features and investment  features,  and there are
costs related to each.  
     AVLIC currently  deducts a $36 policy fee each year from your Policy.  This
charge is guaranteed  to be no more than $40 per year.  AVLIC  currently  waives
this charge if the accumulation value of your Policy is at least $50,000.  AVLIC
also  deducts  insurance  charges of 1.40% of the  average  daily  value of your
Policy.  Investment  charges range from .28% to 1.75% of the average daily value
of the subaccounts depending upon the subaccount.
     If you take your money out,  AVLIC may assess a withdrawal  charge of up to
6% of the amount you  withdraw.  If required  by state law,  AVLIC will assess a
state  premium  tax  charge at the time of  premium  receipt  or when you make a
complete  withdrawal or begin receiving  regular income payments.  State premium
tax ranges from 0% to 3.5%,  depending upon the state. The following chart is to
help you understand the charges in the Policy. The column "Total Annual Charges"
shows the total of the $36 policy maintenance charge (which we represent as .12%
below,  based  on an  assumed  average  contract  size of  $30,000),  the  1.40%
insurance  charges and the investment  charge for each subaccount.  The next two
columns show you two examples of the charges, in dollars,  you would pay under a
Policy. The examples show the expenses you would pay on a $1,000 investment in a
Policy that earns 5% annually and that you withdraw  your money:  (1) at the end
of year 1, and (2) at the end of year 10. For year 1, the Total  Annual  Charges
are assessed as well as the withdrawal  charges.  For year 10, the example shows
the aggregate of all the annual charges  assessed for the 10 years, but there is
no withdrawal charge.
The premium tax is assumed to be 0% in both examples.
<TABLE>
<CAPTION>
                                POLICY EXPENSES
                                ---------------
                                                                                      EXAMPLES:
                                                                                      ---------
                                                                                      TOTAL ANNUAL
                                    TOTAL ANNUAL              TOTAL ANNUAL            EXPENSES AT END OF:
                                    INSURANCE                 PORTFOLIO               ANNUAL     (1)      (2)
SUBACCOUNT                          CHARGES                   CHARGES                 CHARGES    1 YEAR   10 YEARS
- ----------                          -------                   -------                 -------    ------   --------
Managed by Fidelity Management & Research Company

    <S>                            <C>                        <C>                    <C>         <C>       <C>    
     VIP Money Market               1.52%                      0.31%                  1.83%       $78       $210
     VIP Equity-Income              1.52%                      0.57%                  2.09%       $81       $237
     VIP Growth                     1.52%                      0.67%                  2.19%       $82       $247
     VIP High Income                1.52%                      0.71%                  2.23%       $82       $251
     VIP Overseas                   1.52%                      0.90%                  2.42%       $84       $271
     VIP II Asset Manager           1.52%                      0.64%                  2.16%       $82       $244
     VIP II Investment Grade Bond   1.52%                      0.58%                  2.10%       $81       $238
     VIP II Asset Manager: Growth   1.52%                      0.76%                  2.28%       $83       $257
     VIP II Index 500               1.52%                      0.28%                  1.80%       $78       $206
     VIP II Contrafund              1.52%                      0.68%                  2.20%       $82       $248

Managed by Fred Alger Management Inc.
Alger American:

     Growth                         1.52%                      0.79%                  2.31%       $83       $260
     Income and Growth              1.52%                      0.74%                  2.26%       $83       $255
     Small Capitalization           1.52%                      0.89%                  2.41%       $84       $270
     Balanced                       1.52%                      1.01%                  2.53%       $85       $282
     MidCap Growth                  1.52%                      0.84%                  2.36%       $84       $265
     Leveraged AllCap               1.52%                      1.00%                  2.52%       $85       $281

Managed by Massachusetts Financial Services Company

     Emerging Growth                1.52%                      0.90%                  2.42%       $84       $271
     Utilities                      1.52%                      1.00%                  2.52%       $85       $281
     World Governments              1.52%                      1.00%                  2.52%       $85       $281
     Research                       1.52%                      0.92%                  2.44%       $84       $273
     Growth With Income             1.52%                      1.00%                  2.52%       $85       $281

Managed by Morgan Stanley Asset Management Inc.

     Emerging Markets Equity        1.52%                      1.75%                  3.27%       $93       $353
     Global Equity                  1.52%                      1.15%                  2.67%       $87       $296
     International Magnum           1.52%                      1.15%                  2.67%       $87       $296
     Asian Equity                   1.52%                      1.20%                  2.72%       $87       $300
     U.S. Real Estate               1.52%                      1.10%                  2.62%       $86       $291
</TABLE>

For the newly formed  subaccounts the charges have been  estimated.  The charges
reflect any expense  reimbursement or fee waiver. For more detailed information,
see the Fee Table in the Prospectus.

                                        ii
<PAGE>
6. TAXES  
     Your earnings are not taxed until you take them out. If you take money out,
earnings come out first and are taxed as income.  If you are younger than 59 1/2
when you take money out,  you may be charged a 10%  federal  tax  penalty on the
earnings.  Payments  during the income phase are  considered  partly a return of
your original investment so that part of each payment is not taxable as income.

7. ACCESS TO YOUR MONEY  
     You can take money out anytime during the accumulation  phase. You can take
the greater of up to 10% of your accumulation  value or total payments each year
without a charge.  Withdrawals  more than that may be  charged  up to 6% of each
withdrawal.  After AVLIC has had a payment  for 7 years,  there is no charge for
withdrawal of that payment. Of course, you may also have to pay income tax and a
tax penalty on any money you take out.  Each  payment you add to your Policy has
its own 7 year withdrawal charge period.

8. PERFORMANCE   
     The value of the Policy will vary up or down  depending upon the investment
performance of the subaccounts you choose. The policy has been offered since May
1, 1996. The following  chart shows  hypothetical  historical  total returns for
each subaccount for the periods shown as if the policy had been in force.  Since
portfolio  added to  Separate  Account.  These  numbers  reflect  the  insurance
charges,  the policy  maintenance  charge,  the investment charges and all other
expenses of the subaccount.  These numbers do not reflect any withdrawal charges
and if  applied  would  reduce  such  performance.  This  chart is based upon an
average contract size of $30,000.  Past performance is not a guarantee of future
results.

<TABLE>
<CAPTION>
                                        HYPOTHETICAL HISTORICAL PERFORMANCE
                                        -----------------------------------

SUBACCOUNT                   1997      1996     1995     1994    1993     1992     1991    1990     1989     1988
- ----------                   ----      ----     ----     ----    ----     ----     ----    ----     ----     ----

Managed by Fidelity Management & Research Company
   <S>                     <C>       <C>      <C>       <C>    <C>      <C>      <C>      <C>     <C>      <C> 
    VIP Money Market         3.90%     3.83%    4.27%    2.71%   1.69%    2.31%    4.54%    6.46%   7.53%    5.77%
    VIP Equity-Income       26.22%    12.56%   33.10%    5.45%  16.52%   15.12%   29.47%  -16.63%  15.59%   20.85%
    VIP Growth              21.65%    12.98%   33.36%   -1.53%  17.58%    7.67%   43.36%  -13.10%  29.52%   13.82%
    VIP High Income         15.92%    12.32%   18.88%   -3.12%  18.60%   21.32%   33.07%   -3.73%  -5.63%    9.95%
    VIP Overseas             9.89%    11.52%    8.03%    0.19%  35.31%  -12.10%    6.36%   -3.17%  23.89%    6.45%
    VIP II Asset Manager    18.86%    12.89%   15.21%   -7.52%  19.41%   10.00%   20.67%    5.04%     -        -
    VIP II Investment        7.43%     1.63%   15.57%   -5.22%   9.25%    5.03%      -        -       -        -
        Grade Bond
    VIP II Asset Manager:   23.29%    19.00%      -        -       -        -        -        -       -        -
        Growth
    VIP II Index 500        30.75%    20.98%      -        -       -        -        -        -       -        -
    VIP II Contrafund       22.31%    19.49%      -        -       -        -        -        -       -        -

Managed by Fred Alger Management, Inc.
Alger American:
    Growth                  23.88%    11.64%   34.34%   -0.10%  20.63%      -        -        -       -        -
    Income and Growth       34.28%    17.89%   33.13%   -9.68%   8.68%      -        -        -       -        -
    Small Capitalization     9.72%     2.60%   42.17%   -5.83%  11.57%      -        -        -       -        -
    Balanced                18.04%     8.51%   26.71%   -5.73%     -        -        -        -       -        -
    MidCap Growth           13.29%    10.21%   42.30%   -3.07%     -        -        -        -       -        -
    Leveraged AllCap        17.90%    10.37%      -        -       -        -        -        -       -        -

Managed by Massachusetts Financial Services Company
    Emerging Growth         20.10%    15.24%      -        -       -        -        -        -       -        -
    Utilities               29.77%    16.74%      -        -       -        -        -        -       -        -
    World Governments       -2.62%     2.45%      -        -       -        -        -        -       -        -
    Research                   -         -        -        -       -        -        -        -       -        -
    Growth With Income         -         -        -        -       -        -        -        -       -        -

Managed by Morgan Stanley Asset Management Inc.
    Emerging Markets           -         -        -        -       -        -        -        -       -        -
    Global Equity              -         -        -        -       -        -        -        -       -        -
    International Magnum       -         -        -        -       -        -        -        -       -        -
    Asian Equity               -         -        -        -       -        -        -        -       -        -
    U.S. Real Estate           -         -        -        -       -        -        -        -       -        -

</TABLE>
                                        iii
<PAGE>

9. DEATH BENEFIT 
     If you die before moving to the income phase, the person you have chosen as
your  beneficiary  will receive a death benefit.  This death benefit will be the
greater of: (1) the money you have put in less any money you have taken out, and
the related  withdrawal  charges,  or (2) the current  value of your Policy.  If
available,  the death benefit may be the value of your Policy at the most recent
7th-year-anniversary  plus any money you have added since that anniversary minus
any money you have taken out since that anniversary,  and the related withdrawal
charges, with adjustments.

10.  OTHER INFORMATION
     FREE LOOK. If you cancel the policy  within 10 days after  receiving it (or
whatever  period is required  in your  state),  we will not assess a  withdrawal
charge.  You will  receive  whatever  your Policy is worth on the day we receive
your returned policy.  This may be more or less than your original  payment.  If
law requires us to return your original  payment,  we will put your money in the
Money Market  subaccount  during the  free-look  period and return your original
payment.

     NO  PROBATE.  Usually,  when  you  die,  the  person  you  choose  as  your
beneficiary will receive the death benefit without going through probate.

     WHO SHOULD PURCHASE THE POLICY?  This Policy is designed for people seeking
long-term tax-deferred accumulation of assets, generally for retirement or other
long-term  purposes.  The  tax-deferred  feature is most attractive to people in
high  federal and state tax  brackets.  You would not buy this Policy if you are
looking for a  short-term  investment  or if you cannot take the risk of getting
back less money than you put in.

ADDITIONAL FEATURES.
This Policy has additional features that might interest you. These include:
o   You can  arrange to have money  automatically  sent to you each month  while
    your  Policy is still in the  accumulation  phase.  Of course,  you must pay
    taxes on money you  receive.  We call  this  feature  Systematic  Withdrawal
    Option.

o   You can arrange to have a regular amount of money automatically  invested in
    subaccounts  each month,  theoretically  giving you a lower average cost per
    unit over time than a single one time purchase.  We call this feature Dollar
    Cost Averaging.

o   AVLIC will automatically readjust the money between subaccounts periodically
    to keep the blend you select. We call this feature Portfolio Rebalancing.

o   AVLIC will  periodically  reallocate the earnings (not the principal amount)
    among the subaccounts. We call this feature Earnings Sweep.

o   Under  certain  medically  related  circumstances,  AVLIC will give you your
    money  without a withdrawal  charge.  We call this feature a Critical  Needs
    Withdrawal.

These  features are not available in all states and may not be suitable for your
particular situation.

11.  INQUIRIES
If you need more information, please contact us at:

                                                         Ameritas
                                                         Variable Life Insurance
                                                                    Company Logo
                                        ________________________________________
                                        Ameritas Variable Life Insurance Company
                                                                 5900 "O" Street
                                                                Lincoln NE 68510
                                                                    800-745-1112

                                        iv
<PAGE>

PROSPECTUS                         Ameritas Variable Life Insurance Company Logo

FLEXIBLE PREMIUM                               5900 "O" Street, P. O . Box 82550
VARIABLE ANNUITY POLICY                                       Lincoln, NE  68501
- --------------------------------------------------------------------------------

This Prospectus  describes a flexible  premium  variable annuity policy contract
("Policy")  offered by Ameritas Variable Life Insurance Company  ("AVLIC").  The
Policy is a deferred annuity; it provides a vehicle for individuals to invest on
a tax-deferred basis for retirement savings or other long-term purposes. You may
purchase the Policy on either a tax-qualified or non-tax qualified basis.

You may  purchase  a  non-tax  qualified  Policy  for  $2,000  or more.  Minimum
additional  subsequent  premiums  may be $500 or more;  smaller  amounts  may be
accepted by  automatic  bank draft or at the  discretion  of AVLIC.  The minimum
initial  and  subsequent  premium  for a tax  qualified  Policy  purchased  in a
periodic payment plan is $50 per month. 

You may direct that premiums  accumulate  on a variable  basis in one or more of
the 26 Subaccounts  of the Ameritas  Variable Life  Insurance  Company  Separate
Account VA-2 ("Separate  Account") or on a fixed basis in the Fixed Account,  or
on a combination  variable and fixed basis. The Separate Account uses its assets
to purchase shares in one or more of the following Portfolios of mutual funds:

<TABLE>
<CAPTION>
Variable Insurance Products Fund ("VIP")*                    Variable Insurance Products Funds II ("VIP II")*
    <S>                                                         <C>    
     Money Market                                                Asset Manager
     Equity-Income                                               Investment Grade Bond
     Growth                                                      Asset Manager:  Growth
     High Income                                                 Index 500
     Overseas                                                    Contrafund

* VIP and VIP II are collectively referred to as "Fidelity Funds"
</TABLE>
<TABLE>
<CAPTION>

The Alger American Fund                          MFS Variable Insurance         Morgan Stanley Universal Funds, Inc.
("Alger American Fund")                          Trust ("MFS Trust")            ("Morgan Stanley Fund")
    <S>                                            <C>                             <C>
     Alger American Growth                          Emerging Growth                 Emerging Markets Equity
     Alger American Income and Growth               Utilities                       Global Equity
     Alger American Small Capitalization            World Governments               International Magnum
     Alger American Balanced                        Research                        Asian Equity
     Alger American MidCap Growth                   Growth With Income              U.S. Real Estate
     Alger American Leveraged AllCap
</TABLE>

The Owner bears the entire  investment  risk for monies  placed in the  Separate
Account under this Policy prior to the annuity date.

This  prospectus  contains  information  you should  know  before  investing.  A
Statement of Additional Information, which has the same date as this prospectus,
has been filed with the Securities and Exchange  Commission;  it is incorporated
herein by reference and is available  free by writing AVLIC at the address above
or by calling a Client Service  Representative at 1-800- 745-1112.  The table of
contents of the Statement of Additional  Information  appears at the end of this
prospectus. 

Prospectuses  for the  mutual  fund  options  identified  above can be  obtained
without charge by calling 1-800-745-1112.

Read the prospectuses carefully and retain them for future reference.

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

The Securities and Exchange Commission maintains a web site (http://www.sec.gov)
that contains the Statement of Additional Information,  material incorporated by
reference,  and 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.

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

The Date of This Prospectus is May 1, 1998.


- --------------------------------------------------------------------------------
                                                              ANNUITY III-P    1
<PAGE>
TABLE OF CONTENTS
                                                                            PAGE
        
Definitions................................................................   3
Fee Table..................................................................   5
Fund Expense Summary ......................................................   5
Condensed Financial Information ...........................................   8
Performance Data...........................................................  10
Year 2000..................................................................  10
AVLIC, the Separate Account and the Funds..................................  10
    Ameritas Variable Life Insurance Company...............................  10
    The Separate Account...................................................  11
    The Funds..............................................................  11
The Fixed Account..........................................................  12
The Policy.................................................................  13
    Policy Application and Premium Payment.................................  13
    Allocation of Premium..................................................  13
    Accumulation Value.....................................................  14
    Value of Accumulation Units............................................  14
    Transfers..............................................................  14
    Systematic Programs....................................................  15
    Owner Inquiries........................................................  15
    Refund Privilege.......................................................  15
    Policy Loans...........................................................  15
Charges and Deductions.....................................................  16
    Administrative Charges.................................................  16
    Mortality and Expense Risk Charge......................................  17
    Contingent Deferred Sales Charge.......................................  17
    Taxes..................................................................  18
    Fund Investment Advisory Fees and Expenses.............................  18
Distributions Under the Policy.............................................  18
    Full and Partial Withdrawals...........................................  18
    Critical Needs Withdrawals.............................................  18
    Annuity Date...........................................................  19
    Death of Annuitant Prior to Annuity Date...............................  19
    Guaranteed Minimum Death Benefit (GMDB) Rider..........................  20
    Election of Annuity Income Options.....................................  20
    Annuity Income Options.................................................  20
    Addition, Deletion, or Substitution of Investments.....................  21
    Deferment of Payment...................................................  21
General Provisions.........................................................  22
    Control of Policy......................................................  22
    Annuitant's Beneficiary................................................  22
    Change of Beneficiary..................................................  22
    Contestability.........................................................  22
    Misstatement of Age or Sex.............................................  22
    Reports and Records....................................................  22
Federal Tax Matters........................................................  23
    Introduction...........................................................  23
    Taxation of Annuities in General.......................................  23
Distribution of the Policies...............................................  24
Safekeeping of the Separate Account's Assets...............................  25
Third Party Services.......................................................  25
Voting Rights..............................................................  25
Legal Proceedings..........................................................  25
Statement of Additional Information........................................  26

              The Policy,  certain  provisions,  and certain  portfolios 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    ANNUITY III-P
<PAGE>
DEFINITIONS

ACCUMULATION  UNIT - A unit used to measure the value of the Policy prior to the
annuity date.

ACCUMULATION VALUE - The value of all amounts accumulated under the Policy prior
to the annuity date. On the Issue Date, the  Accumulation  Value is equal to the
initial premium,  less any premium tax, plus any interest  credited based on the
Money Market portfolio value as of the Policy Date.

ANNUITANT - The person  upon whose life  expectancy  the Policy is written.  The
annuitant may also be the owner of the Policy.

ANNUITANT'S  BENEFICIARY - The person to whom any benefits due upon death of the
annuitant are paid.  The  annuitant's  beneficiary is designated by the owner in
the  application.  If changed,  the  annuitant's  beneficiary is as shown in the
latest  change  filed and recorded  with AVLIC.  If no  annuitant's  beneficiary
survives the annuitant, the owner or the owner's estate will be the beneficiary.
The interest of any annuitant's beneficiary is subject to that of any assignee.

ANNUITY DATE - The date on which annuity payments begin.

ANNUITY  INCOME  OPTION - One of several ways in which  annuity  payments may be
made.  Payments are based on the cash  surrender  value as of the annuity  date,
less any  applicable  premium taxes.  The dollar amount of each annuity  payment
will not change over time,  except in the case where the interest payment option
is selected.

ANNUITY  PAYMENT - One of a series of  payments  made  under an  annuity  income
option.

AVLIC ("We,  Us, Our") - Ameritas  Variable Life Insurance  Company,  a Nebraska
stock company.

CASH  SURRENDER  VALUE - The amount  available  for full or partial  withdrawal,
which is the  accumulation  value less any  withdrawal  charge,  and  applicable
premium taxes and, in the case of a full withdrawal, less the annual policy fee.

CONTINGENT  DEFERRED SALES CHARGE - The charge assessed upon certain withdrawals
and  annuitizations  to  cover  certain  expenses  relating  to the  sale of the
Policies. 

DECLARED  RATES - AVLIC  guarantees  that it will  credit  interest in the Fixed
Account at an  effective  annual rate of at least  3.5%.  AVLIC may, at its sole
discretion declare higher interest rates for amounts allocated or transferred to
the Fixed Account.

EFFECTIVE  DATE - The Valuation Date on which premiums are applied to purchase a
Policy for the owner.

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

FUNDS - Variable  Insurance  Products Fund ("VIP"),  Variable Insurance Products
Fund II ("VIP II") (collectively the "Fidelity Funds"),  the Alger American Fund
("Alger American Fund"),  MFS Variable  Insurance Trust ("MFS Trust") and Morgan
Stanley  Universal Funds,  Inc.  ("Morgan Stanley Fund") are the funds available
for  investment  as of the date of this  prospectus.  In the future,  additional
funds may be added or subtracted by AVLIC as the available funding options.  The
Funds have one or more portfolios. There is a portfolio that corresponds to each
of the Subaccounts of the Separate Account.

ISSUE DATE - The date all financial, contractual and administrative requirements
have been met to issue the policy. The free look period begins on this date.

JOINT  ANNUITANT - Applicable in the context of annuity income options only, the
person other than the  annuitant who may be designated by the owner and on whose
life annuity payments may also be based.

NET CASH SURRENDER  VALUE - The cash  surrender  value less premium tax, if any,
and less any outstanding policy loan.

NET PREMIUM - The premium  payment less a percent of premium charge equal to the
premium tax, if imposed by the state in which the policy is delivered.

- --------------------------------------------------------------------------------
                                                              ANNUITY III-P    3
<PAGE>
NONQUALIFIED  POLICIES - Policies that do not qualify for special federal income
tax treatment.

OWNER  - 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 owner. A collateral assignee is not the owner.

OWNER'S  DESIGNATED  BENEFICIARY - The person who may be designated by the owner
and to whom Policy ownership passes upon the owner's death.

POLICY - The  variable  annuity  policy  offered by AVLIC and  described in this
Prospectus.

POLICY  DATE - The  date  set  forth  in the  Policy  that is the  date  used to
determine policy  anniversary dates and policy years.  Policy  anniversaries are
measured  from the policy date.  On the Issue Date,  the Policy Date will be the
date within two days after AVLIC received the application  and initial  premium.
If the Policy Date would fall on the 29th,  30th, or 31st of a month, the Policy
Date will be set at the 28th day of that month.

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

PORTFOLIO - The separate investment  portfolios of the Fidelity Funds, the Alger
American  Fund,  the MFS Trust,  and the  Morgan  Stanley  Fund.  VIP offers the
following  portfolios:  Money  Market,  Equity-Income,  Growth,  High Income and
Overseas  Portfolios.  VIP II offers the following  portfolios:  Asset  Manager,
Investment  Grade  Bond,  Asset  Manager:  Growth,  Index  500,  and  Contrafund
Portfolios.  The Alger  American  Fund offers the  following  portfolios:  Alger
American  Growth,  Alger  American  Income  and  Growth,  Alger  American  Small
Capitalization, Alger American Balanced, Alger American MidCap Growth, and Alger
American  Leveraged  AllCap  Portfolios.  The MFS  Trust  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:   Emerging   Markets   Equity,   Global  Equity,
International Magnum, Asian Equity and U.S. Real Estate Portfolios.

PREMIUM PAYMENT - The minimum first year premium on a non-tax  qualified  policy
is $2000 or more and the  minimum  subsequent  premium  payment is $500 or more.
Smaller  premium  payments  may  be  accepted  on  Bank-O-Matic  or  at  AVLIC's
discretion.  The minimum  initial  and  subsequent  premium for a tax  qualified
policy purchased in a periodic payment plan is $50 per month.

QUALIFIED  POLICIES - Policies  purchased in connection  with certain plans that
qualify for special federal income tax treatment.

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

SEPARATE  ACCOUNT - Ameritas  Variable Life Insurance  Company  Separate Account
VA-2, a separate  investment account  established by AVLIC to receive and invest
the premium paid under the Policy. The investment  performance  of  the Separate
Account is kept separate from that of the general assets of AVLIC. 

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

VALUATION  DATE - A  valuation  date is each  day on which  the New  York  Stock
Exchange is open for trading.

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

- --------------------------------------------------------------------------------
4    ANNUITY III-P
<PAGE>
FEE TABLE

CONTRACT OWNER TRANSACTION EXPENSES

This table is to assist the Owner to  understand  the various costs and expenses
that the Owner will bear,  directly and indirectly at both the Separate  Account
and portfolio  level.  The table does not include  possible state premium taxes.
Fee table  information  relating  to the  underlying  funds was  provided by the
underlying funds. AVLIC has not independently verified such information.

    Sales Load Imposed on Purchases.........................................  0%
    Contingent Deferred Sales Charge - on premiums paid only (Maximum)..... 6.0%

           YEAR             %                   YEAR              %

            1...............6                     5...............4
            2...............6                     6...............3
            3...............6                     7...............2
            4...............5                     8+..............0

    Surrender Fees.......................................................... 0% 
    Exchange Fee ........................................................... 0%
    Transfer Fee (after 15 free transfers per policy year).................. $10
    Annual Policy Fee (up to $40, currently $36, $30 in North Dakota, 
    may be reduced or eliminated)........................................... $36

Separate Account Annual Expenses (as a percentage of average account value)
    Mortality and Expense Risk Fees....................................... 1.25%
    Daily Administrative Fee (as a percentage of average account value)...  .15%
    (See "Charges and Deductions", page 16).
    Total Separate Account Annual Expenses ............................... 1.40%


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 FUNDS
<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)

</TABLE>

- -------------------------------------------------------------------------------
                                                              ANNUITY III-P    5
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO                         INVESTMENT ADVISORY AND                 OTHER EXPENSES                 TOTAL
                                         MANAGEMENT

                               FIGURES PRESENTED MAY REFLECT     FIGURES PRESENTED MAY REFLECT    FIGURES PRESENTED
                                   EXPENSE REIMBURSEMENT         EXPENSE REIMBURSEMENT            MAY REFLECT EXPENSE
                                                                                                  REIMBURSEMENT
ALGER AMERICAN FUND(3)
<S>                                      <C>                              <C>                          <C> 
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 TRUST
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 FUND
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%
</TABLE>

(1)      A portion of the brokerage  commissions that certain funds pay was used
         to reduce funds expenses. In addition,  certain funds have entered into
         arrangements  with their custodian and transfer agent whereby  interest
         earned on  uninvested  cash  balances was used to reduce  custodian and
         transfer agent expenses.  Without these reductions, the total operating
         expenses  presented in the table would have been .58% for Equity-Income
         Portfolio, .69% for Growth Portfolio, .92% for Overseas Portfolio, .65%
         for Asset Manager Portfolio,  .71% for Contrafund  Portfolio,  and .77%
         for Asset Manager: Growth Portfolio.
(2)      Fidelity  agreed  to  reimburse  a  portion  of Index  500  Portfolio's
         expenses  during the period.  Without  this  reimbursement,  the fund's
         management fee, other expenses and total expenses would have been .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

- --------------------------------------------------------------------------------
6    ANNUITY III-P
<PAGE>


         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%.

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

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

Example: If you surrender your contract at the end of the applicable time period
you would pay the following expenses on a $1,000 investment,  assuming 5% annual
return on assets.
<TABLE>
<CAPTION>
                                                1 year          3 years         5 years          10 years
                                                ------          -------         -------          --------

<S>                                              <C>             <C>            <C>               <C> 
VIP Money Market                                  $78             $117           $137              $210
VIP Equity-Income                                 $81             $124           $150              $237
VIP Growth                                        $82             $127           $155              $247
VIP High Income                                   $82             $129           $158              $251
VIP Overseas                                      $84             $134           $167              $271
VIP II Asset Manager                              $82             $127           $154              $244
VIP II Investment Grade Bond                      $81             $125           $151              $238
VIP II Asset Manager:  Growth                     $83             $130           $160              $257
VIP II Index 500                                  $78             $116           $136              $206
VIP II Contrafund                                 $82             $128           $156              $248
Alger American Growth                             $83             $131           $162              $260
Alger American Income and Growth                  $83             $130           $159              $255
Alger American  Small Capitalization              $84             $134           $167              $270
Alger American Balanced                           $85             $138           $173              $282
Alger American MidCap Growth                      $84             $133           $164              $265
Alger American Leveraged AllCap                   $85             $137           $172              $281
MFS Emerging Growth                               $84             $134           $167              $271
MFS Utilities                                     $85             $137           $172              $281
MFS World Governments                             $85             $137           $172              $281
MFS Research                                      $84             $135           $168              $273
MFS Growth With Income                            $85             $137           $172              $281
Morgan Stanley Emerging Markets Equity            $93             $160           $209              $353
Morgan Stanley Global Equity                      $87             $142           $180              $296
Morgan Stanley International Magnum               $87             $142           $180              $296
Morgan Stanley Asian Equity                       $87             $143           $182              $300
Morgan Stanley U.S. Real Estate                   $86             $140           $177              $291

</TABLE>

Example: If you annuitize your contract at the end of the applicable time period
you would pay the following expenses on a $1,000 investment,  assuming 5% annual
return on assets.
<TABLE>
<CAPTION>
                                                1 year           3 years        5 years          10 years
                                                ------           -------        -------          --------

<S>                                              <C>              <C>           <C>               <C>    
VIP Money Market                                  $78              $57           $ 97              $210
VIP Equity-Income                                 $81              $64           $110              $237
VIP Growth                                        $82              $67           $115              $247
VIP High Income                                   $82              $69           $118              $251
VIP Overseas                                      $84              $74           $127              $271
VIP II Asset Manager                              $82              $67           $114              $244
VIP II Investment Grade Bond                      $81              $65           $111              $238
VIP II Asset Manager:  Growth                     $83              $70           $120              $257
VIP II Index 500                                  $78              $56           $ 96              $206
VIP II Contrafund                                 $82              $68           $116              $248
Alger American Growth                             $83             $ 71           $122              $260
Alger American Income and Growth                  $83             $ 70           $119              $255
Alger American Small Capitalization               $84             $ 74           $127              $270
Alger American Balanced                           $85             $ 78           $133              $282
Alger American MidCap Growth                      $84             $ 73           $124              $265
Alger American Leveraged AllCap                   $85             $ 77           $132              $281
MFS Emerging Growth                               $84             $ 74           $127              $271
MFS Utilities                                     $85             $ 77           $132              $281
MFS World Governments                             $85             $ 77           $132              $281

</TABLE>
- --------------------------------------------------------------------------------
                                                              ANNUITY III-P    7

<PAGE>
<TABLE>
<CAPTION>
                                                 1 year         3 years        5 years           10 years
                                                 ------         -------        -------           --------

<S>                                              <C>             <C>            <C>               <C>
MFS Research                                      $84             $ 75           $128              $273
MFS Growth With Income                            $85             $ 77           $132              $281
Morgan Stanley Emerging Markets Equity            $93             $100           $169              $353
Morgan Stanley Global Equity                      $87             $ 82           $140              $296
Morgan Stanley International Magnum               $87             $ 82           $140              $296
Morgan Stanley Asian Equity                       $87             $ 83           $142              $300
Morgan Stanley U.S. Real Estate                   $86             $ 80           $137              $291
</TABLE>

Example: If you do not surrender your contract at the end of the applicable time
period you would pay the following expenses on a $1,000 investment,  assuming 5%
annual return on assets.
<TABLE>
<CAPTION>
                                                1 year          3 years        5 years           10 years
                                                ------          -------        -------           --------

<S>                                              <C>             <C>            <C>               <C>  
VIP Money Market                                  $18             $ 57           $ 97              $210
VIP Equity-Income                                 $21             $ 64           $110              $237
VIP Growth                                        $22             $ 67           $115              $247
VIP High Income                                   $22             $ 69           $118              $251
VIP Overseas                                      $24             $ 74           $127              $271
VIP II Asset Manager                              $22             $ 67           $114              $244
VIP II Investment Grade Bond                      $21             $ 65           $111              $238
VIP II Asset Manager:  Growth                     $23             $ 70           $120              $257
VIP II Index 500                                  $18             $ 56           $ 96              $206
VIP II Contrafund                                 $22             $ 68           $116              $248
Alger American Growth                             $23             $ 71           $122              $260
Alger American Income and Growth                  $23             $ 70           $119              $255
Alger American Small Capitalization               $24             $ 74           $127              $270
Alger American Balanced                           $25             $ 78           $133              $282
Alger American MidCap Growth                      $24             $ 73           $124              $265
Alger American Leveraged AllCap                   $25             $ 77           $132              $281
MFS Emerging Growth                               $24             $ 74           $127              $271
MFS Utilities                                     $25             $ 77           $132              $281
MFS World Governments                             $25             $ 77           $132              $281
MFS Research                                      $24             $ 75           $128              $273
MFS Growth With Income                            $25             $ 77           $132              $281
Morgan Stanley Emerging Markets Equity            $33             $100           $169              $353
Morgan Stanley Global Equity                      $27             $ 82           $140              $296
Morgan Stanley International Magnum               $27             $ 82           $140              $296
Morgan Stanley Asian Equity                       $27             $ 83           $142              $300
Morgan Stanley U.S. Real Estate                   $26             $ 80           $137              $291

</TABLE>

The examples assume an average $30,000 annuity  investment.  The examples should
not be considered a representation  of past or future expenses.  Actual expenses
may be  greater  or lesser  than  those  shown and will  vary  according  to the
portfolio(s) selected.


                         CONDENSED FINANCIAL INFORMATION

The  financial  statements  for AVLIC and Separate  Account VA-2 (as well as the
auditors' reports thereon) are in the Statement of Additional  Information.  The
Separate Account  additionally  funds variable annuity  contracts not offered by
this prospectus  which have unit values not applicable to the contracts  offered
by this prospectus. 



- --------------------------------------------------------------------------------
8    ANNUITY III-P

<PAGE>

ACCUMULATION UNIT VALUES


Following  are the  accumulation  unit values for the  Subaccounts  as of May 3,
1996 (when contracts  offered by this  prospectus were first sold), December 31,
1997 and 1996. The number of outstanding  accumulation  units in each Subaccount
as of December 31, 1997 and 1996 are also shown. 

<TABLE>
<CAPTION>
                                       ACCUMULATION           ACCUMULATION             NUMBER OF
                                        UNIT VALUE             UNIT VALUE             ACCUMULATION
                                           AS OF                  AS OF                UNITS AS OF
         FUND                           MAY 3, 1996            DECEMBER 31             DECEMBER 31           YEAR
- --------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                    <C>                   <C>                  <C>    
FIDELITY FUNDS
- --------------------------------------------------------------------------------------------------------------------
   VIP Money Market                        1.00                   1.067                 20,436,303           1997
                                                                  1.026                 15,869,778           1996
- --------------------------------------------------------------------------------------------------------------------

   VIP Equity-Income                      19.14                  26.327                  1,335,963           1997
                                                                 20.839                    551,719           1996
- --------------------------------------------------------------------------------------------------------------------
   VIP Growth                             29.37                  37.575                    466,990           1997
                                                                 30.857                    226,024           1996
- --------------------------------------------------------------------------------------------------------------------
   VIP High Income                        11.49                  14.397                    794,776           1997
                                                                 12.407                    299,530           1996
- --------------------------------------------------------------------------------------------------------------------
   VIP Overseas                           17.65                  20.538                    364,157           1997
                                                                 18.670                    172,406           1996
- --------------------------------------------------------------------------------------------------------------------
   VIP II Asset Manager                   15.18                  19.963                    695,593           1997
                                                                 16.778                    258,707           1996
- --------------------------------------------------------------------------------------------------------------------
   VIP II Investment Grade Bond           11.45                  13.046                    535,604           1997
                                                                 12.130                    172,451           1996
- --------------------------------------------------------------------------------------------------------------------
   VIP II Asset Manager: Growth           12.01                  16.797                    325,264           1997
                                                                 13.611                     86,483           1996
- --------------------------------------------------------------------------------------------------------------------
   VIP II Index 500                       76.17                 115.593                    228,476           1997
                                                                 88.329                     64,464           1996
- --------------------------------------------------------------------------------------------------------------------
   VIP II Contrafund                      14.54                  20.091                  1,224,466           1997
                                                                 16.411                    519,665           1996
- --------------------------------------------------------------------------------------------------------------------
ALGER AMERICAN FUND
- --------------------------------------------------------------------------------------------------------------------

   Growth                                 32.93                  43.399                    332,203           1997
                                                                 34.999                    160,462           1996
- --------------------------------------------------------------------------------------------------------------------
   Income and Growth                      18.34                  28.358                    316,900           1997
                                                                 21.100                     93,066           1996
- --------------------------------------------------------------------------------------------------------------------
   Small Capitalization                   43.60                  44.686                    315,757           1997
                                                                 40.681                    171,379           1996
- --------------------------------------------------------------------------------------------------------------------
   Balanced                               14.19                  17.595                    213,057           1997
                                                                 14.891                     82,766           1996
- --------------------------------------------------------------------------------------------------------------------
   Midcap Growth                          21.56                  24.445                    476,963           1997
                                                                 21.555                    306,352           1996
- --------------------------------------------------------------------------------------------------------------------

   Leveraged AllCap                       19.53                  22.840                    211,221           1997
                                                                 19.353                    134,999           1996
- --------------------------------------------------------------------------------------------------------------------
MFS TRUST
- --------------------------------------------------------------------------------------------------------------------
   Emerging Growth                        13.00                  15.906                   1,262,367          1997
                                                                 13.231                     587,317          1996
- --------------------------------------------------------------------------------------------------------------------
   Utilities                              12.56                  19.176                     479,485          1997
                                                                 14.768                     162,086          1996
- --------------------------------------------------------------------------------------------------------------------

</TABLE>

- --------------------------------------------------------------------------------
                                                              ANNUITY III-P    9

<PAGE>
<TABLE>
<CAPTION>
 <S>                                        <C>                <C>                        <C>              <C>
 --------------------------------------------------------------------------------------------------------------------
   World Governments                       9.96                  10.233                     120,701          1997
                                                                 10.495                      45,205          1996
- --------------------------------------------------------------------------------------------------------------------
   Research                                   -                  15.644                     195,402          1997
                                                                   -                           -             1996
- --------------------------------------------------------------------------------------------------------------------
   Growth and Income                          -                  16.694                     282,861          1997
                                                                   -                           -             1996
- --------------------------------------------------------------------------------------------------------------------


MORGAN STANLEY FUND
- --------------------------------------------------------------------------------------------------------------------
   Emerging Markets                           -                   9.718                     190,098          1997
                                                                   -                           -             1996
- ---------------------------------------------------------------------------------------------------------------------
   Global Equity                              -                  11.894                     178,203          1997
                                                                   -                           -             1996
- ---------------------------------------------------------------------------------------------------------------------
   International Magnum                       -                  10.636                     110,996          1997
                                                                   -                           -             1996
- ---------------------------------------------------------------------------------------------------------------------
   Asian Equity                               -                   5.595                      65,672          1997
                                                                   -                           -             1996
- ---------------------------------------------------------------------------------------------------------------------
   U.S. Real Estate                           -                  11.690                     122,379          1997
                                                                   -                           -             1996
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                PERFORMANCE DATA

Separate  Account  VA-2  may  advertise   certain   information   regarding  the
performance of the  Subaccounts.  Performance  data may be advertised as average
annual total return and/or cumulative total return.  The Money Market Subaccount
may  advertise  yield and/or  effective  yield.  The yield  figures are based on
historical earnings and are not intended to indicate future  performance.  Other
Subaccounts may advertise current yield. Details on how performance measures are
calculated  for  the  Subaccounts  are  found  in the  Statement  of  Additional
Information. Performance advertising will reflect the mortality and expense risk
charge and the annual policy fee.


                                   YEAR 2000

Like  other  insurance  companies  and their  separate  accounts,  AVLIC and the
Separate  Account could be adversely  affected if the computer systems they rely
upon do not properly  process  date-related  information  and data involving the
years 2000 and after. AVLIC has taken steps it believes are reasonable to timely
address this issue in its own computer system, and to obtain assurances that its
major service  providers are taking  comparable  steps.  At this time,  however,
there can be no  assurance  that  these  steps will be  sufficient  to avoid any
adverse impact on AVLIC and the Separate Account.


                    AVLIC, THE SEPARATE ACCOUNT AND THE FUNDS

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 is a  wholly  owned  subsidiary  of AMAL  Corporation,  a  Nebraska  stock
company.  AMAL  Corporation is a joint venture of Ameritas Life Insurance  Corp.
(Ameritas Life), which owns a majority interest in AMAL Corporation;  and AmerUs
Life Insurance  Company ("AmerUs Life"),  an Iowa stock life insurance  company,
which owns a minority  interest in AMAL  Corporation.  The Home  Offices of both
AVLIC  and  Ameritas  Life are at 5900 "O"  Street,  P.O.  Box  82550,  Lincoln,
Nebraska 68501.  Owner inquiries can be sent to this address,  or may be made by
calling 1-800- 745-1112.  All inquiries should include the Policy number and the
Owner's name. 

On April 1, 1996 Ameritas Life consummated an agreement with AmerUs Life whereby
AVLIC became a wholly owned subsidiary of a newly formed holding  company,  AMAL
Corporation.  Under terms of the agreement the AMAL  Corporation is 66% owned by
Ameritas Life and 34% owned by AmerUs Life.  AmerUs Life has options to purchase
an additional interest in AMAL Corporation if certain conditions are met.

Ameritas 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.

- --------------------------------------------------------------------------------
10    ANNUITY III-P
<PAGE>

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.

AVLIC may publish in advertisements  and reports to the Owners,  the ratings and
other information  assigned it by one or more independent  rating services.  The
purpose of the ratings is to reflect the financial strength and/or claims-paying
ability of AVLIC.  The ratings do not relate to the  performance of the separate
account.  Further,  AVLIC may publish  charts and other  information  concerning
asset allocation, dollar cost averaging, portfolio rebalancing, diversification,
earnings sweep, tax deference,  long term market trends,  index  performance and
other  investment  methods  and  programs.  AVLIC may also  publish  information
concerning the objectives, policies, and risk level of the Portfolios.

THE SEPARATE ACCOUNT

Ameritas  Variable  Life  Insurance  Company  Separate  Account VA-2  ("Separate
Account")  was  established  under  Nebraska  law on May 28, 1987 to receive and
invest premiums paid under the Policy.  Assets of the Separate  Account are held
separately  from  all  other  assets  of  AVLIC  and  are  not  chargeable  with
liabilities from any other business AVLIC may conduct.  Income, gains, or losses
of the Separate Account are credited  without regard to other income,  gains, or
losses of AVLIC.

The Separate Account purchases and redeems shares from the Portfolios at the net
asset value.  Shares are redeemed for AVLIC to pay  withdrawals  and surrenders,
collect charges,  and make Policy loans or transfer assets from one Portfolio to
another,  or to the Fixed  Account,  as requested by the Owner.  Any dividend or
capital gain  distribution  is  automatically  reinvested  in the  corresponding
Subaccount.

All obligations  arising under the policies are liabilities of AVLIC. AVLIC will
always keep assets in the  Separate  Account  with 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
account  values  invested in the Separate  Account.  To the extent assets in the
Separate Account exceed AVLIC's  liabilities in the Separate Account,  AVLIC may
withdraw excess assets to cover general account obligations.

The Separate  Account is a unit investment  trust registered with the Securities
and Exchange  Commission ("SEC") under the Investment Company Act of 1940 ("1940
Act").  Such registration does not involve any SEC supervision of the management
or investment policies or practices of the Separate Account.


THE FUNDS

Each  Fund is  registered  with the SEC  under  the  1940  Act as an  open-ended
management  investment  company  or  a  series  thereof.   There  are  currently
twenty-six  Subaccounts  within the Separate  Account,  each investing only in a
corresponding portfolio of the Funds. 

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.

There is no assurance  that any of the  portfolios  will achieve its  investment
objectives.  More detailed  information,  including a description  of investment
risks,  investment  advisory  services,  total  expenses  and  charges is in the
prospectuses of the Funds,  which are available without charge by calling AVLIC.
These  prospectuses  should be read in  conjunction  with this  Prospectus,  and
retained. All underlying fund information, including Fund prospectuses, has been
provided  to AVLIC by the  Funds.  AVLIC  has not  independently  verified  this
information.
 
You should periodically reconsider your allocation among the Portfolios in light
of current market  conditions and the investment risks attendant to investing in
the portfolios. 

The Funds may be  available  for  variable  annuity or variable  life  insurance
contracts  of  various  insurance  companies.   Though  unlikely,   there  is  a
possibility  that a material  conflict  could arise between the interests of the
Separate Account and one or

- --------------------------------------------------------------------------------
                                                             ANNUITY III-P    11
<PAGE>

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. See the prospectuses of the Funds for more information.

The eligible Portfolios of the Funds, along with their investment advisers;  are
listed in the following table:
<TABLE>
<CAPTION>

     FUND                 INVESTMENT ADVISERS                   ELIGIBLE PORTFOLIOS
- ------------------    -----------------------------             -------------------

<S>                      <C>                                   <C>   
Fidelity Funds            Fidelity Management and               VIP Money Market
                          Research Company                      VIP Equity-Income
                                                                VIP Growth
                                                                VIP High Income
                                                                VIP Overseas
                                                                VIP II Asset Manager
                                                                VIP II Investment Grade Bond
                                                                VIP II Asset Manager: Growth
                                                                VIP II Index 500
                                                                VIP II Contrafund

Alger American Fund       Fred Alger Management, Inc.           Alger American Growth
                                                                Alger American Income and Growth
                                                                Alger American Small Capitalization
                                                                Alger American Balanced
                                                                Alger American MidCap Growth
                                                                Alger American Leveraged AllCap

MFS Trust                  Massachusetts Financial Services     Emerging Growth
                           Company                              Utilities
                                                                World Governments
                                                                Research
                                                                Growth With Income

Morgan Stanley Fund        Morgan Stanley Asset                 Emerging Markets Equity
                           Management Inc.                      Global Equity
                                                                International Magnum
                                                                Asian Equity
                                                                U.S. Real Estate
</TABLE>



                                THE FIXED ACCOUNT

You may allocate all or a portion of your Premium Payments and make transfers to
the Fixed  Account.  Amounts in the Fixed  Account earn a fixed rate of interest
guaranteed  by AVLIC  never to be less  than  3.5%.  The  Fixed  Account  is not
available to Oregon policyholders.

Amounts  allocated  to the Fixed  Account  receive  an  interest  rate  declared
effective for the month of issue.  The declared  interest rate is guaranteed for
the remainder of the Policy Year. During subsequent Policy Years, all amounts in
the Fixed  Account will earn the interest rate that was declared in the month of
the last Policy anniversary. Declared interest rates may be lower or higher than
the previous period.

Amounts  allocated to the Fixed Account or transfered from the Separate  Account
to the Fixed Account are placed in the General Account of AVLIC,  which supports
insurance and annuity  obligations.  The General Account includes all of AVLIC's
assets,  except those assets segregated in the separate accounts.  AVLIC has the
sole  discretion  to  invest  the  assets of the  General  Account,  subject  to
applicable  law.  AVLIC bears an  investment  risk for all amounts  allocated or
transferred  to the  Fixed  Account  and  interest  credited  thereto,  less any
deduction for charges and expenses,  whereas the owner bears the investment risk
that the declared  interest rate described  above may fall to a lower rate after
the expiration of a declared rate period.
- --------------------------------------------------------------------------------
12    ANNUITY III-P
<PAGE>

Because of  exemptive  and  exclusionary  provisions,  interests  in the General
Account have not been  registered  under the  Securities  Act of 1933 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 SEC has not reviewed the disclosures in this Prospectus relating to the
Fixed Account portion of the Contract; however,  disclosures regarding the Fixed
Account  portion  of  the  Contract  may  be  subject  to  generally  applicable
provisions  of  the  Federal   Securities   Laws   regarding  the  accuracy  and
completeness of statements made. 

THE POLICY


The Policy is a variable  annuity policy.  The rights and benefits of the Policy
are described below and in the policy form; however, AVLIC reserves the right to
make any modification to conform the Policy to, or to give the owner the benefit
of,  any  federal  or state  statute or any rule or  regulation  thereunder.  If
necessary,  AVLIC will  provide  notice of such  modifications  to, and  receive
approval from, the Securities  and Exchange  Commission  and/or state  insurance
authorities.  You will be notified of any material modification to the policy.

The  policy  may  be  purchased  on a  non-tax  qualified  basis  ("nonqualified
policy").  The Policy may also be purchased  in  connection  with certain  plans
qualifying for favorable federal income tax treatment ("qualified policy").


POLICY APPLICATION AND PREMIUM PAYMENT

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).  The application to purchase a  non-qualified  annuity must be submitted
with an initial premium payment of not less than $2,000 unless other  provisions
for  payment of the $2,000  premium  are made.  An  application  to  purchase an
annuity in qualified plans may be submitted with initial monthly  premiums of as
little as $50 in periodic payment plans providing for $600 in premiums per year.
Acceptance  is subject to AVLIC's  underwriting  rules,  and AVLIC  reserves the
right to reject an application  for any reason.  After the Policy is issued,  an
owner of a policy in a non-qualified  plan may make additional  premium payments
of $500 or more.  Smaller  premium  payments may be accepted on  Bank-O-Matic in
tax-qualified plans or at AVLIC's  discretion.  Also, AVLIC has the right not to
accept total premiums  greater than  $1,000,000,  or a premium payment where the
total  premium  payments  made under  AVLIC  annuity  contracts  having the same
annuitant exceed $1,000,000.  If the application and initial premium payment can
be accepted in the form received, the initial premium payment will be applied to
the purchase of a Policy  within two business days after receipt by AVLIC at its
Home Office.  In those instances  where other  provisions for the payment of the
initial  premium  are  made,  the  initial  premium  will be  applied  after the
application  has been  accepted  and within two  business  days after  AVLIC has
received the initial premium in its Home Office in Federal Funds.  The date that
the initial  premium is applied to the  purchase of the Policy is the  effective
date of the Policy. 

If an incomplete  application  is received,  AVLIC will request the  information
necessary to complete the application. Once the application is completed and the
initial  premium  received,  the initial  premium payment will be applied to the
purchase of a Policy within two business days. If after five business days after
its receipt with the initial premium the application remains  incomplete,  AVLIC
will return the  applicant's  premium  payment unless it obtains the applicant's
permission to retain the premium payment pending completion of the application.

The policy date is used to determine policy  anniversary dates and policy years.
On the  Issue  Date,  the  Policy  Date  will be the date two days  after  AVLIC
received the application and initial  premium.  If the Policy Date would fall on
the 29th,  30th, or 31st of a month, the Policy Date will be set at the 28th day
of that month.

ALLOCATION OF PREMIUM

In the application  for a Policy,  the owner allocates the net premium to one or
more Subaccounts of the Account and/or to the Fixed Account. Allocations must be
whole number percentages and must total 100%.

On the Issue Date,  the policy's  Accumulation  Value will be based on the Money
Market  Subaccount  value as if the Policy had been  issued and the  initial Net
Premium  invested  within  two  Valuation  Dates  of  receipt  by  AVLIC  of the
application and initial premium.


- --------------------------------------------------------------------------------
                                                             ANNUITY III-P    13
<PAGE>

The  Accumulation  Value is  allocated on the issue date of the Policy to one or
more  Subaccounts  of  the  Separate  Account  or  to  the  Fixed  Account.  The
Accumulation  Value  will  be  used  to  purchase   accumulation  units  of  the
Subaccounts  of the  Separate  Account  or the Fixed  Account  at the price next
computed on the issue date. 

If state or other applicable law or regulation  requires return of at least your
premium payments should you return the Annuity pursuant to the Refund Privilege,
your  Accumulation  Value  will be  allocated  to the Money  Market  Subaccount.
Thirteen days after the issue date, the accumulation value of the Policy will be
allocated  among the  Subaccounts,  or to the Fixed Account,  as selected by the
owner in the application.

The value of amounts  allocated to Subaccounts of the Separate Account will vary
with the  investment  performance of these  Subaccounts  and the owner bears the
entire investment risk. This will affect the Policy's cash surrender value which
on the annuity date affects the level of annuity payments payable. Owners should
periodically review their allocation of values in light of market conditions and
overall financial planning requirements.


ACCUMULATION VALUE

The  accumulation  value of the policy is equal to the total premiums  received,
reduced by any applicable  premium taxes,  as affected by charges,  withdrawals,
and the  investment  experience of the designated  Subaccounts  and the interest
earned in the Fixed Account.

On the  effective  date,  the  accumulation  value of the Policy is equal to the
initial premium received,  reduced by any applicable premium taxes.  Thereafter,
the accumulation value of the Policy is determined as of the close of trading on
the New York Stock Exchange on each valuation date by multiplying  the number of
accumulation  units of each  Subaccount  credited  to the Policy by the  current
value of an  accumulation  unit for each  Subaccount and by adding the amount in
the Fixed  Account.  The current  value of an  accumulation  unit  reflects  the
increase or decrease in value due to investment  results of the  Subaccount  and
certain charges,  as described below. The number of accumulation  units credited
to the Policy is decreased by the annual  policy fee, any  withdrawals,  and any
charges upon withdrawal and, upon  annuitization,  any applicable  premium taxes
and charges.

The accumulation  value is expected to change from valuation period to valuation
period,  reflecting the net investment  experience of the selected portfolios of
the Funds,  interest earned in the Fixed Account,  additional  premium payments,
partial withdrawals as well as the deduction of any applicable charges under the
Policy.

VALUE OF ACCUMULATION UNITS

The accumulation units of each Subaccount are valued separately. The value of an
accumulation  unit  may  change  each  valuation  period  according  to the  net
investment  performance of the shares purchased by each Subaccount and the daily
charge under the Policy for mortality and expense risks,  the daily charge under
the policy for the administrative fee, and, if applicable, any federal and state
income tax charges.

TRANSFERS

Accumulation  value may be transferred  among the  Subaccounts  and/or the Fixed
Account 15 times each policy year without  charge.  A transfer  charge of $10.00
may be imposed each additional time amounts are transferred  between Subaccounts
and/or  the Fixed  Account.  This  charge  will be  deducted  pro rata from each
Subaccount  (and, if applicable,  the Fixed Account) in which the Policyowner is
invested.  The total amount  transferred each time must be at least $250, or the
balance of the Subaccount,  if less. Accumulation values may also be transferred
from the  Subaccounts  of the  separate  account  to the Fixed  Account  without
limitation.  Transfers of up to the greater of: 25% of the accumulation value of
the Fixed Account;  the amount of any transfer from the Fixed Account during the
prior  thirteen  months;  or $1,000  may be made from the Fixed  Account  to the
various  Subaccounts  during the 30 day period following the yearly  anniversary
date of the policy.  This provision is not available while dollar cost averaging
from the Fixed  Account.  The minimum  amount that may remain in a Subaccount or
the Fixed  Account  after a transfer is $100.  AVLIC will effect  transfers  and
determine  all  values in  connection  with  transfers  on the later of the date
designated in the request or at the end of the valuation period during which the
transfer request is received at the Home Office.

The privilege to initiate  transactions  by telephone  will be made available to
Owners  automatically.  AVLIC will employ reasonable  procedures to confirm that
instructions  communicated  by telephone are genuine,  and if it does not, AVLIC
may be liable for any losses due to unauthorized or fraudulent instructions. The
procedures AVLIC follows for transactions  initiated by telephone  include,  but
are not limited to, requiring the Owner 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.

- --------------------------------------------------------------------------------
14     ANNUITY III-P
<PAGE>

The registered  representative noted on your application will have the authority
to  initiate   telephone   transfers.   If  you  do  not  wish  your  registered
representative to have this authority, you must specify this in the application.

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

SYSTEMATIC PROGRAMS

AVLIC  may  offer  systematic   programs  as  discussed   below.   Transfers  of
Accumulation   Value  made  pursuant  to  these  programs  will  be  counted  in
determining  whether the  transfer  fee applies.  Lower  minimum  amounts may be
allowed to transfer as part of a systematic  program.  All other normal transfer
restrictions,  as  described  above,  apply.  There is no  separate  charge  for
participation in these programs at this time.

PORTFOLIO  REBALANCING.  Under the Portfolio  Rebalancing program, the Owner can
instruct  AVLIC to  allocate  Accumulation  Value among the  Subaccounts  of the
Account, on a systematic  basis,  in  accordance  with  allocation  instructions
specified by the Owner. The Fixed Account can not be used in this program.

DOLLAR COST AVERAGING.  Under the Dollar Cost Averaging  program,  the owner can
instruct AVLIC to automatically transfer, on a systematic basis, a predetermined
amount or percentage  specified by the Owner from 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 Subaccounts.

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

OWNER INQUIRIES

Inquiries should be addressed to Ameritas Variable Life Insurance Company,  5900
"O"  Street,  P.O.  Box  82550,  Lincoln,  Nebraska  68501  or made  by  calling
1-800-745-1112.  All inquiries  should include the policy number and the owner's
name. 

REFUND PRIVILEGE

The owner is given a period  of time to  examine  a Policy  and  return it for a
refund.  The owner may cancel the Policy within the period of time stated on the
policy  form,  which is 10 days after  receipt of the Policy,  unless  state law
requires a longer  period of time. In states that permit it to do so, AVLIC will
refund the  Accumulation  Value calculated on the date AVLIC receives the Policy
and refund  request.  This amount may be more or less than the premium  payments
made. In other  states,  the refund is equal to the greater of the premiums paid
or the  premiums  adjusted  by  investment  gains  and  losses.  All  Individual
Retirement  Annuity or custodial IRA annuity refunds will be a return of premium
payment.  To cancel the Policy, the owner should return it to the selling agent,
or to AVLIC at the Home Office. A refund,  if the premium was paid by check, may
be delayed until the check has cleared the owner's bank.

POLICY LOANS

After the first policy  anniversary the Owner of a policy  purchased in a 403(b)
qualified  plan may  borrow up to the lesser of:  $50,000  (including  all loans
outstanding  during the preceding  year);  or 50% of the cash surrender value of
the policy; or 50% of the present value of the non-forfeitable  accrued benefits
of the owner under the  policy.  One loan may be taken each year and the minimum
initial loan amount is $2,500. The loans usually are funded within 7 days of the
receipt of a written request. Any outstanding loan balance will be deducted from
policy proceeds payable due to death, surrender, or upon annuitization.

- -------------------------------------------------------------------------------
                                                            ANNUITY III-P    15
<PAGE>

All loans must be repaid within five years with  substantially  level  amortized
payments made at least quarterly.  Repayment for loans to purchase a dwelling to
be used,  within a  reasonable  time,  as a residence  may be made over a longer
period.  If any repayment due under the loan is unpaid for ninety (90) days, the
balance will become due without notice. The loan will be repaid by deducting the
balance and any applicable charges and taxes from the accumulation value.

The current loan interest  rate will be 7.5% and is guaranteed  not to exceed 8%
per annum. When a loan is made,  accumulation  values equal to the amount of the
loan will be  transferred  from the Account  and/or Fixed Account to the General
Account  of AVLIC as  security  for the  indebtedness.  The  Owner is  currently
earning  4.5%  and is  guaranteed  to  earn  3.5%  on the  amount  securing  the
indebtedness.  The  accumulation  values  transferred out of the Account will be
allocated among the subaccounts or Fixed Account as instructed by the Owner when
the loan is  requested.  If no  instructions  are  given,  the  amounts  will be
withdrawn in proportion to the various accumulation values in the subaccounts or
the Fixed  Account.  Upon  repayment of the loan,  the  transfers  back into the
Account or Fixed  Account will be allocated in  accordance  with the  allocation
instructions in effect when the payments are made.

The loans to Owners of a policy  purchased  in 403(b)  qualified  plans  will be
considered  distributions  from the policy and  subject to  taxation  unless the
requirements  of IRS Code  Section  72(p),  including  repayment,  are  met.  In
addition  policies  purchased in plans  subject to ERISA may be subject to ERISA
requirements. AVLIC may refuse to make a loan which violates these requirements.
AVLIC  may be  required  to  report  the loan as income to the Owner if the loan
violates the IRS requirements or is not repaid according to the IRS requirements
and the loan terms. This provision is not available in all states.


CHARGES AND DEDUCTIONS

Charges will be deducted  periodically from the accumulation value of the Policy
to compensate AVLIC for, among other things:  (1) issuing and  administering the
Policy;  (2)  assuming  certain  risks in  connection  with the Policy;  and (3)
incurring  expenses in distributing  the Policy.  The nature and amount of these
charges are described more fully below.

No deductions  are made from the premium  payments  before they are allocated to
the  Account or Fixed  Account,  unless  taxes are imposed by state law upon the
receipt of a premium payment. In that case AVLIC will deduct the premium tax due
when the premiums are received.  Other charges,  such as transfer and contingent
deferred  sales  charges,  may  be  levied  upon,   respectively   transfers  or
withdrawals or, in some cases, upon  annuitization or withdrawals,  as described
more fully below.

ADMINISTRATIVE CHARGES

ANNUAL  POLICY  FEE.  An annual  policy fee of up to $40.00  (currently  $36.00,
$30.00 in North  Dakota) is  deducted  from the  accumulation  value on the last
valuation  date of each  policy  year or  upon a full  withdrawal.  This  charge
reimburses  AVLIC for the  administrative  costs of  maintaining  the  Policy on
AVLIC's system.  AVLIC currently waives this charge if the accumlation  value of
your policy is at least $50,000.

From time to time AVLIC may reduce the amount of the annual  policy  fee.  AVLIC
may do so when  annuities are sold to individuals or a group of individuals in a
manner that reduces the administrative costs of policy maintenance.  AVLIC would
consider  such  factors  as:  (a) the size and type of group;  (b) the number of
Annuities purchased by an Owner; (c) the amount of premium payments;  and/or (d)
other transactions where maintenance and/or  administrative  expenses are likely
to be reduced.

Any elimination of the annual policy fee will not discriminate  unfairly between
Annuity  purchasers.  AVLIC  will not  make any  changes  to this  charge  where
prohibited by law.

ADMINISTRATIVE  FEE.  A daily  charge  equal  to an  annual  rate of .15% of the
accumulation value is calculated. This charge is subtracted when determining the
daily  accumulation  unit value. No  administrative  fee is imposed on the Fixed
Account.  This charge,  which is guaranteed not to be increased,  is designed to
reimburse AVLIC for administrative  expenses incurred in connection with issuing
the Policies and ongoing  administrative  expenses  incurred in connection  with
servicing and  maintaining  the  Policies.  These  expenses  include the cost of
processing the application and premium  payments,  establishing  policy records,
processing and servicing owner  transactions and policy changes,  recordkeeping,
preparing and mailing reports, processing death benefit claims and overhead.

AVLIC does not expect to make a profit on the charges for the annual  policy and
daily administrative fees.

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16     ANNUITY III-P
<PAGE>

MORTALITY AND EXPENSE RISK CHARGE

AVLIC  imposes a charge to  compensate  it for  bearing  certain  mortality  and
expense risks under the Policies.  For assuming these risks, AVLIC makes a daily
charge  equal to an annual rate of 1.25% of the value of the  average  daily net
assets of the Separate Account. Of that amount, approximately .55% is charged to
cover the mortality risks and .70% is charged to cover the expense risks assumed
under  the  Policies.  This  charge is  subtracted  when  determining  the daily
accumulation unit value.  AVLIC guarantees that this charge will never increase.
If this charge is  insufficient  to cover assumed  risks,  the loss will fall on
AVLIC. Conversely, if the charge proves more than sufficient, any excess will be
added to AVLIC's surplus. No mortality and risk expense charge is imposed on the
Fixed Account.

The mortality risk borne by AVLIC under the Policies,  assuming the selection of
one of the  forms  of  life  annuities,  is to  make  monthly  annuity  payments
(determined in accordance with the annuity tables and other provisions contained
in  the  Policies)  regardless  of  how  long  all  annuitants  may  live.  This
undertaking   assures  that  neither  an  annuitant's  own  longevity,   nor  an
improvement  in life  expectancy  greater than  expected,  will have any adverse
effect on the monthly  annuity  payments the  annuitant  will receive  under the
Policy.  It therefore  relieves the annuitant from the risk that he will outlive
the funds accumulated for retirement.  In addition, AVLIC bears a mortality risk
under the  Policies,  regardless  of the  annuity  option  selected,  in that it
guarantees the purchase rates for the annuity income options available under the
Policy and it  guarantees  the death  benefit of the Policy prior to the annuity
date to be the greater of the  accumulation  value or the premium payments made,
or, where  available,  the  Guaranteed  Minimum Death  Benefit.  These risks are
AVLIC's.  The expense  risk  undertaken  by AVLIC,  with respect to the Separate
Account, is that the deductions for administrative  costs under the Policies may
be insufficient to cover the actual future costs incurred by AVLIC for providing
policy administration services. 

If the contingent  deferred sales charge on withdrawals is insufficient to cover
the  distribution  expenses,  the  deficiency  will be met from AVLIC's  general
account funds, including the amount derived from the charge levied for mortality
and expense risks.

CONTINGENT DEFERRED SALES CHARGE

Since no deduction for a sales charge is made from the premium  payment,  unless
waived,  a contingent  deferred  sales charge is imposed on certain  partial and
full  withdrawals  and upon certain  annuitizations  to cover  certain  expenses
relating to the distribution of the Policy,  including commissions to registered
representatives  and other promotional  expenses.  No charge is assessed for the
withdrawal,  in a Policy Year, of the greater of 10% of the policy  accumulation
value or that portion of the accumulation  value that exceeds the total premiums
deposited.  The  contingent  deferred  sales charge is assessed only on premiums
paid based upon the number of years since  premiums  withdrawn  were paid,  on a
first paid,  first withdrawn  basis.  The contingent  deferred sales charge is a
maximum  of 6% of the  premium  payment  withdrawn  and  grades  to 0% after the
seventh year after the withdrawn premiums were deposited.

Those  annuitants  whose  policies  have been in force for at least one year and
meet certain  conditions may make withdrawals  without surrender  charges.  (See
"Critical Needs Withdrawals," page 18).

Where a partial or full  withdrawal  is taken or amounts  are  applied  under an
annuity  option,  which are subject to a contingent  deferred sales charge,  the
contingent  deferred  sales  charge will be  expressed  as a  percentage  of the
premium payments withdrawn or annuitized as follows:

              Year              %               Year               %

                1...............6                 5................4
                2...............6                 6................3
                3...............6                 7................2
                4...............5                 8+...............0


In the case of a partial  withdrawal or annuitization,  the contingent  deferred
sales charge will be deducted from the amounts  remaining under the Policy.  The
charge will be allocated pro rata among the  Subaccounts  (or the Fixed Account)
based on the accumulation value in each prior to the withdrawal or annuitization
unless an owner requests a partial  withdrawal or annuitization  from particular
Subaccounts  or the Fixed  Account in which case the  charge  will be  allocated
among  those  Subaccounts  or the  Fixed  Account  in  the  same  manner  as the
withdrawal.  A contingent  deferred sales charge will not be assessed on premium
payments  withdrawn at least two years after  deposit,  if withdrawn and applied
under annuity income option c or d. (See "Annuity Income Options," page 20)

Full or partial  withdrawals  from the Fixed Account may be deferred for up to 6
months from the date of written request.

- --------------------------------------------------------------------------------
                                                             ANNUITY III-P    17
<PAGE>

TAXES

AVLIC will,  where such taxes are imposed by state law of the Owner's  residence
as made known to AVLIC upon the  receipt of a premium  payment,  deduct  premium
taxes. If instead,  premium taxes are imposed upon  annuitization or withdrawals
by said  state,  AVLIC  will  deduct  applicable  premium  taxes  at that  time.
Applicable  premium tax rates  depend upon such  factors as the owner's  current
state of  residency,  and the  insurance  laws and the status of AVLIC in states
where premium taxes are incurred. Currently, premium taxes range from 0% to 3.5%
of the  premium  paid.  Applicable  premium  tax rates are  subject to change by
legislation,  administrative interpretations or judicial acts. The owner will be
notified of any applicable  premium taxes.  Owners are responsible for informing
AVLIC in writing of changes of residence.

Under  present  laws,  AVLIC will incur state or local taxes (in addition to the
premium taxes described  above) in several states.  At present,  these taxes are
not significant; thus, AVLIC is not currently making a charge. If they increase,
however,  AVLIC may make charges for such taxes.  Such charges would be deducted
from the accumulation unit value.

AVLIC does not expect to incur any federal income tax liability  attributable to
investment  income or capital gains  retained as part of the reserves  under the
Policies.  (See "Federal Tax Matters," page 23). Based upon these  expectations,
no charge is being made currently to the Separate Account for corporate  federal
income taxes which may be attributable to the Separate Account.

AVLIC will periodically  review the question of a charge to the Separate Account
for  corporate  federal  income taxes  related to the Separate  Account.  Such a
charge may be made in future  years for any  federal  income  taxes  incurred by
AVLIC.  This might become  necessary if the tax treatment of AVLIC is ultimately
determined to be other than what AVLIC currently believes it to be, if there are
changes made in the federal  income tax  treatment of annuities at the corporate
level,  or if there is a change in AVLIC's tax  status.  In the event that AVLIC
should incur federal income taxes  attributable to investment  income or capital
gains retained as part of the reserves under the Policy,  the accumulation  unit
value  would be  correspondingly  adjusted by any  provision  or charge for such
taxes. 


FUND INVESTMENT ADVISORY FEES AND EXPENSES

Because the Account purchases shares of the Funds, the net assets of the Account
will reflect the value of Funds' shares and, therefore,  the investment advisory
fees and other  expenses  incurred by the Funds.  A complete  description of the
expenses  and  deductions  from the  Funds'  portfolios  is found in the  Funds'
prospectuses and Statements of Additional Information.

AVLIC may receive  administrative  fees from the investment  advisers of certain
funds.

DISTRIBUTIONS UNDER THE POLICY

FULL AND PARTIAL WITHDRAWALS

The  owner  may make  elective  and  systematic  partial  withdrawals  or a full
withdrawal of the Policy to receive part or all of the accumulation  value (less
any  applicable  charges),  at any time  before the  annuity  date and while the
annuitant is living, by sending a written request on a form approved by AVLIC to
AVLIC. The withdrawal  right may be restricted by Section  403(b)(11) of the IRS
Code and,  should the  withdrawal be an eligible  rollover  distribution  from a
qualified plan or an annuity in a 403(b) plan, it will be subject to a mandatory
20% withholding  under the IRS Code unless the  distribution is paid directly by
AVLIC into an eligible  retirement plan in a direct rollover.  (See "Federal Tax
Matters," page 23). No partial or full withdrawals may be made after the annuity
date  except as  permitted  under the  particular  annuity  option.  The  amount
available  for  full or  partial  withdrawal  ("cash  surrender  value")  is the
accumulation  value at the end of the valuation  period during which the written
request for withdrawal is received,  less any contingent  deferred sales charge,
any applicable  premium taxes,  and in the case of a full  withdrawal,  less the
annual  policy  fee that would be due on the last  valuation  date of the policy
year.  The cash surrender  value may be paid in a lump sum to the owner,  or, if
elected,  all or any part may be paid out under an annuity income  option.  (See
"Annuity Income Options," page 20). 

CRITICAL NEEDS WITHDRAWALS

Annuitants  whose  policies have been in force for at least one year may,  under
certain conditions, make withdrawals without surrender charges. These conditions
include:  the  annuitant  must be 65 or younger when the policy was issued;  the
policy  

- --------------------------------------------------------------------------------
18     ANNUITY III-P
<PAGE>

accumulation  value must exceed  $5,000;  the  annuitant  must provide a
medical doctor's verification of diagnosis of terminal illness with less than 12
months to live; or  verification  of 90  consecutive  days of  confinement  in a
medical  facility for an approved  medical  reason;  and no  additional  premium
payments are made during the waiver  period.  The waiver of  withdrawal  charges
during medical confinement will continue for 90 days after release.  This waiver
of withdrawal charges is not available in all states.

In the absence of specific  direction from the owner,  amounts will be withdrawn
from the  Subaccounts  and the Fixed  Account on a pro rata  basis.  Any partial
withdrawal that would reduce the cash surrender value to less than $1000 will be
considered  a request for full  withdrawal.  Any partial  annuitization  will be
allocated first to earnings and then to principal. 

All  withdrawals  of amounts  held in the  Separate  Account will be paid within
seven days of receipt of written  request,  subject to  postponement  in certain
circumstances.  (See "Deferment of Payment," page 21). Payments under the Policy
of any amounts  derived from a premium  paid by check may be delayed  until such
time as the check has cleared the payor's bank.  If, at the time the owner makes
a partial or full  withdrawal  request,  he or she has not provided AVLIC with a
written  election not to have federal income taxes  withheld,  AVLIC must by law
withhold such taxes from the taxable  portion of any full or partial  withdrawal
and remit that amount to the federal government.  At the owner's request,  AVLIC
will provide a form to request a  withdrawal  and to notify AVLIC of the owner's
election whether to have federal income taxes withheld.  Moreover,  the Internal
Revenue  Code  provides  that a 10% penalty tax may be imposed on certain  early
withdrawals. (See "Federal Tax Matters - Taxation of Annuities in General," page
23).

Since the owner assumes the investment  risk with respect to amounts held in the
Separate  Account and because  certain  withdrawals  are subject to a contingent
deferred sales charge,  the total amount paid upon withdrawals  under the Policy
(taking into account any prior withdrawals) may be more or less than the premium
payments made.


ANNUITY DATE

The owner may specify an annuity date by written request,  which can be no later
than the policy anniversary nearest annuitant's 85th birthday.  The annuity date
may be  extended  up to the policy  anniversary  nearest  the  annuitant's  95th
birthday (90th birthday in Oregon)  without  AVLIC's prior  approval.  The 29th,
30th,  or 31st day of any month may not be selected as the annuity  date.  If no
annuity  date is  specified,  the  annuity  date  will be the later of the fifth
policy  anniversary  date  (Seventh  policy  anniversary  date in Oregon) or the
policy  anniversary which is nearest the annuitant's 85th birthday.  The annuity
date is the date that  annuity  payments  are  scheduled  to commence  under the
Policy,  unless the Policy  has been  surrendered  or an amount has been paid as
proceeds to the  annuitant's  beneficiary  prior to that date.  In  selecting an
annuity date, the owner may wish to consider the  applicability  of a contingent
deferred sales charge, which is imposed upon an annuitization prior to the third
policy year following the premium payment where a life annuity is selected,  and
prior to the eighth policy year if any other annuity option is selected.

The owner may advance or defer the annuity date;  however,  the annuity date may
not be advanced  to a date prior to 30 days after the date a written  request is
received,  or,  without  AVLIC's prior  approval,  deferred to a date beyond the
policy  anniversary date nearest the annuitant's 95th birthday.  An annuity date
may only be changed by written request during the annuitant's lifetime.  Request
must be  received  at  AVLIC's  Home  Office  at least 30 days  before  the then
scheduled  annuity date. The annuity date and annuity  income options  available
for qualified  contracts may also be  controlled  by  endorsements,  the plan or
applicable law.

DEATH OF ANNUITANT PRIOR TO ANNUITY DATE

If the  annuitant  dies prior to the  annuity  date,  an amount  will be paid as
proceeds to the annuitant's  beneficiary.  Upon receipt of satisfactory proof of
death of the  annuitant,  the death benefit or, if  applicable,  the  Guaranteed
Minimum Death Benefit (GMDB),  becomes payable. The death benefit will equal the
greater of the accumulation  value or total premiums paid less  withdrawals,  on
the date  satisfactory  proof of death is received by AVLIC at its Home  Office.
The death benefit or, where applicable,  the GMDB, is payable as a lump sum cash
benefit  or under  one of the  annuity  income  options.  The owner may elect an
annuity income option for the  annuitant's  beneficiary,  or if no such election
was made by the owner and a cash  benefit  has not been  paid,  the  annuitant's
beneficiary  may  make  this  election  after  the  annuitant's   death.   Since
"satisfactory proof of death" includes a "Claimant's Statement," which specifies
how the annuitant's  beneficiary wishes to receive the benefit (unless the owner
previously selected an option), the amount of the death benefit will continue to
reflect  the  investment   performance  of  the  Separate   Account  until  that
information  is supplied to AVLIC.  In order to take  advantage of the favorable
tax  treatment  accorded  to  receiving  the death  benefit as an  annuity,  the
annuitant's  beneficiary  must elect to receive  the  benefits  under an annuity
option within 60 days "after the day on which such lump sum became  payable," as
defined in the  Internal  Revenue  Code.  The death  benefit will be paid to the
annuitant's beneficiary within seven days of when it becomes payable.

- --------------------------------------------------------------------------------
                                                             ANNUITY III-P    19
<PAGE>

GUARANTEED MINIMUM DEATH BENEFIT (GMDB) RIDER

This rider provides for payment of the GMDB in lieu of the death benefit payable
prior to annuity  date if the GMDB is greater  than such death  benefit  payable
prior to annuity date. The GMDB depends on the  annuitant's  issue age, and when
the company receives  satisfactory  proof of death. The GMDB is calculated based
upon the 7 year period in which satisfactory proof of death is received.  Each 7
year period begins with a 7 year policy  anniversary,  i.e. the 7th, 14th, 21st,
etc. policy anniversary.  The GMDB applies only for annuitants who are issue age
0-70.

If  satisfactory  proof of the  annuitant's  death is received  prior to the 7th
policy anniversary, or after the policy anniversary nearest the annuitant's 85th
birthday, the GMDB is zero, and the death benefit payable will equal the greater
of the accumulation value, or total premiums paid less partial  withdrawals,  on
the date satisfactory proof of death is received.

If satisfactory  proof of the annuitant's  death is received on or after the 7th
policy  anniversary  and before the policy  anniversary  nearest the annuitant's
75th  birthday,  the GMDB is calculated  based upon the greater of (i) and (ii),
where  (i)  is the  accumulation  value  as of the  most  recent  7 year  policy
anniversary  and (ii) is the GMDB  immediately  preceding the most recent 7 year
policy anniversary. The GMDB is increased by premiums paid since the most recent
7 year policy anniversary,  decreased by any partial withdrawals and any partial
withdrawal  charges  since  the  most  recent  7 year  policy  anniversary,  and
decreased by an additional adjustment for each partial withdrawal made since the
most recent 7 year policy  anniversary.  However,  if satisfactory  proof of the
annuitant's  death is  received on or after the policy  anniversary  nearest the
annuitant's  75th  birthday  and  before  the  policy  anniversary  nearest  the
annuitant's 85th birthday, the most recent 7 year policy anniversary on or prior
to the policy anniversary  nearest the annuitant's 75th birthday will be used in
determining the GMDB.

For annuitants Issue Age 68 to 70, the  accumulation  value as of the 7th policy
anniversary will be used in calculating the GMDB prior to the policy anniversary
nearest the annuitant's  85th birthday.  For annuitants Issue Age 69 and 70, the
references to "75th birthday" in the preceding  paragraph  should be replaced by
"76th  birthday"  (when issue age is 69) and "77th  birthday" (when issue age is
70).

There  is no  additional  charge  for this  rider,  and  this  rider  may not be
available in all states.

ELECTION OF ANNUITY INCOME OPTIONS

The  amounts  of any  annuity  payments  payable  will be  based on the net cash
surrender  value as of the annuity date, and the annuity income option.  The net
cash  surrender  value is equal to the cash  surrender  value  less any  premium
taxes, if applicable.  Thereafter,  the monthly annuity payment will not change,
except in the event option (ai),  Interest Payment, is elected in which case the
payment will vary based on the rate of interest determined by AVLIC. All or part
of the net cash  surrender  value may be placed under one or more annuity income
options.  If annuity  payments are to be paid under more than one option,  AVLIC
must be told what part of the net cash surrender  value is to be paid under each
option.

The annuity income options are shown below. Election of an annuity income option
must be made by written request to AVLIC at least thirty (30) days in advance of
the annuity date. If no election is made, payments will be made beginning on the
annuity date as an annuity  under  option c, as shown below.  Subject to AVLIC's
approval,   the  owner  (or  after  the  annuitant's   death,   the  annuitant's
beneficiary)  may select any other  annuity  income  option  AVLIC then  offers.
Annuity income  options are not available to: (1) an assignee;  or (2) any other
than a natural person except with AVLIC's consent. If an annuity option selected
does not generate  monthly payments of at least $20, AVLIC reserves the right to
pay the net cash surrender value as a lump sum payment.

If an annuity income option is chosen which depends on the  continuation of life
of the  annuitant or of a joint  annuitant,  proof of birth date may be required
before annuity payments begin. For annuity income options involving life income,
the actual age of the  annuitant  or joint  annuitant  will affect the amount of
each payment.  Since  payments to older  annuitants  are expected to be fewer in
number, the amount of each annuity payment shall be greater.  For annuity income
options that do not involve life income,  the length of the payment  period will
affect the amount of each payment,  with the shorter the period, the greater the
amount of each annuity payment.

ANNUITY INCOME OPTIONS

(ai)   INTEREST PAYMENT.  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.

(aii)  DESIGNATED AMOUNT ANNUITY.  Monthly annuity payments will be for a fixed
       amount. Payments continue until the amount AVLIC  holds runs out.

- --------------------------------------------------------------------------------
20     ANNUITY III-P
<PAGE>

(b)    DESIGNATED PERIOD ANNUITY. Monthly annuity payments are paid for a period
       certain, as the owner elects, up to 20 years.

(c)    LIFE  ANNUITY.  Monthly  annuity  payments  are  paid  for the life of an
       annuitant,  ceasing with the last annuity payment due prior to his or her
       death. Variations provide for guaranteed payments for a period of time.

(d)    JOINT AND LAST SURVIVOR ANNUITY.  Monthly annuity payments are paid based
       on the lives of the two  annuitants  and  thereafter  for the life of the
       survivor,  ceasing  with  the  last  annuity  payment  due  prior  to the
       survivor's death.

The rate of interest payable under options ai, aii or b will be guaranteed at 3%
compounded  yearly.  Payments  under  options  c and d will be based on the 1983
Table "a" Annuity Table at 3.5% interest.  AVLIC may, at any time of election of
an annuity income option,  offer more favorable  rates in lieu of the guaranteed
rates  specified  in the  Annuity  Tables.  These  rates may be based on Annuity
Tables which distinguish between males and females.

Under current administrative  practice, AVLIC allows the beneficiary to transfer
amounts  applied  under options ai, aii, and b to either option c or d after the
annuity  date.  However,  there is no guarantee  that AVLIC will  continue  this
practice which can be changed at any time at AVLIC's discretion.


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 additional  Portfolios available to you. We may also eliminate,  combine or
substitute Subaccounts if, in our judgment, marketing needs, tax considerations,
or investment  conditions  warrant.  This may happen due to a change in law or a
change in a Portfolio's investment objectives or restrictions, or for some other
reason. AVLIC may operate the Separate Account 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.  AVLIC may
also transfer the assets of the Separate Account to another separate account.

If any of these  substitutions  or changes  are made,  AVLIC may by  appropriate
endorsement  change  the  policy to  reflect  the  substitution  or  change.  In
addition,  AVLIC may,  when  permitted by law,  restrict or eliminate any voting
rights of Owners or other  persons  who have  voting  rights as to the  Separate
Account.

You will be  notified of any  material  change in the  investment  Policy of any
Portfolio in which you have an interest.

DEFERMENT OF PAYMENT

Payment of any cash  withdrawal  or lump sum death benefit due from the Separate
Account will occur within seven days from the date the amount  becomes  payable,
except that AVLIC may be permitted to defer such payment if:


a)     the New York Stock  Exchange is closed other than  customary  weekend and
       holiday  closing or trading on the New York Stock  Exchange is restricted
       as determined by the SEC; or

b)     the  SEC  by order permits the postponement for the protection of owners;
       or

c)     an  emergency  exists  as  determined  by the SEC,  as a result  of which
       disposal  of  securities  is  not  reasonably  practicable,  or it is not
       reasonably  practicable  to determine  the value of the net assets of the
       Separate Account; or

d)     surrenders or partial withdrawals from the Fixed Account may be deferred
       for up to 6 months from the date of written request.



- --------------------------------------------------------------------------------
                                                             ANNUITY III-P    21
<PAGE>

GENERAL PROVISIONS


CONTROL OF POLICY

The owner 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 owner, if living; otherwise to
the owner's designated  beneficiary,  if living;  otherwise to the estate of the
owner.

ANNUITANT'S BENEFICIARY

The owner may name both primary and contingent  annuitant's  beneficiaries.  The
annuitant's  beneficiary(ies)  and their  designated  class are specified in the
application.  Payments will be shared  equally among  beneficiaries  of the same
class unless  otherwise  stated.  If a  beneficiary  dies before the  annuitant,
payments  will  be  made  to any  surviving  beneficiaries  of the  same  class;
otherwise  to any  beneficiary(ies)  of the next class;  otherwise to the owner;
otherwise to the estate of the owner.

CHANGE OF BENEFICIARY

The  owner  may  change  the  annuitant's  beneficiary  and  owner's  designated
beneficiary  by  written  request  on a Change of  Beneficiary  form at any time
during the  annuitant's  lifetime  unless  otherwise  provided  in the  previous
designation of beneficiary. AVLIC, at its option, may require that the Policy be
returned to the Home Office for  endorsement of any change,  or that other forms
be completed.  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. No limit is placed on the number of changes
that may be made.

CONTESTABILITY

Except for the  "Misstatement  of Age or Sex"  provision,  below,  AVLIC  cannot
contest the validity of this Policy after the policy date.

MISSTATEMENT OF AGE OR SEX

AVLIC may require proof of age and sex before making  annuity  payments.  If the
age or sex of the annuitant  and/or joint annuitant (if any) has been misstated,
we will  adjust the  benefits  and amounts  payable  under this  Policy.  If the
misstatement  of age or sex is not found  until after the income  payments  have
started:

1.     If we made any  overpayments,  we will add interest at the rate of 6% per
       year compounded yearly and charge them against payments to be made in the
       future.

2.     If we made underpayments, the balance due plus interest at the rate of 6%
       per year compounded yearly will be paid in a lump sum.


REPORTS AND RECORDS

AVLIC will maintain all records  relating to the Separate  Account and will mail
the owner, at the last known address of record, within 30 days after each policy
anniversary,  an annual  report  which shows the current  accumulation  value as
allocated  among the  Subaccounts or the Fixed Account,  and charges made during
the policy year. The owner may ask for more frequent reports, but except for the
annual  report,  AVLIC  reserves  the right to  charge a fee for each  requested
report.  The owner will also be sent  confirmations  of  transactions  under the
Policy,  such as the purchase payment and transfers and  withdrawals.  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.  A periodic
report  for  the  Fund  and a list  of the  portfolio  securities  held  in each
portfolio  of the Fund and any other  information  required by the 1940 Act will
also be provided.

- --------------------------------------------------------------------------------
22     ANNUITY III-P
<PAGE>

FEDERAL TAX MATTERS


INTRODUCTION

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE.

This discussion is not intended to address the tax  consequences  resulting from
all of the  situations  in which a person may be  entitled  to or may  receive a
distribution under a contract. Any person concerned about these tax implications
should  consult a competent tax adviser  before making a premium  payment.  This
discussion is based upon AVLIC's understanding of the present federal income tax
laws as they are currently interpreted by the Internal Revenue Service.

No  representation  is  made as to the  likelihood  of the  continuation  of the
present federal income tax laws or of the current interpretation by the Internal
Revenue Service.  Moreover,  no attempt has been made to consider any applicable
state or other tax laws, other than premium taxes. (See "Taxes," 18).

Qualified  policies are used by individuals in connection with retirement  plans
which are  intended  to  qualify  as plans  qualified  for  special  income  tax
treatment under Sections 401, 403(a), 403(b), 408 or 457 of the Internal Revenue
Code  (the  "Code").  The  ultimate  effect  of  federal  income  taxes  on  the
contributions,  on  the  accumulation  value,  on  annuity  payments  and on the
economic benefit to the owner,  the annuitant or the beneficiary  depends on the
type of retirement  plan,  on the tax and  employment  status of the  individual
concerned and on AVLIC's tax status. In addition,  certain  requirements must be
satisfied in purchasing a qualified  policy in  connection  with a tax qualified
plan in order to receive  favorable  tax  treatment.  With  respect to qualified
policies an endorsement of the policy and/or limitations or penalties imposed by
the Code may impose limits on premiums, withdrawals,  distributions or benefits,
or on other  provisions  of the  policies.  Therefore,  purchasers  of qualified
policies should seek competent legal and tax advice regarding the suitability of
the  Policy  for  their  situation,  the  applicable  requirements  and  the tax
treatment of the rights and benefits of a Policy. Section 403(b)(11) of the Code
requires that no distribution  attributable to salary deferred contributions may
be made from a plan under  Section  403(b)  except after age 59-1/2,  separation
from service, death or disability,  or in the case of hardship,  except in a tax
free exchange to another qualified  contract.  The following  discussion assumes
that qualified  policies are purchased in connection with retirement  plans that
qualify for the special federal income tax treatment described above.


TAXATION OF ANNUITIES IN GENERAL

NONQUALIFIED  POLICIES.  The following  discussion  assumes that the Policy will
qualify as an annuity policy for federal  income tax purposes.  The Statement of
Additional Information discusses such qualifications.

Section 72 of the Code governs taxation of annuities in general.  AVLIC believes
that an annuity  owner  generally  is not taxed on  increases  in the value of a
Policy until  distribution  occurs  either in the form of a lump sum received by
withdrawing  all or part of the  accumulation  value  (i.e."withdrawals")  or as
annuity payments under the annuity income option elected.  The exception to this
rule  is the  treatment  afforded  to  owners  that  are  not  natural  persons.
Generally,  an owner of a Policy  who is not a natural  person  must  include in
income any  increase  in the excess of the  owner's  cash value over the owner's
"investment  in the policy"  during the taxable  year,  even if no  distribution
occurs.  There  are,  however,  exceptions  to this  rule  which you may wish to
discuss  with your tax counsel.  The  following  discussion  applies to Policies
owned by natural persons.

The  taxable  portion of a  distribution  (in the form of an annuity or lump sum
payment)  is taxed as ordinary  income,  subject to any income  averaging  rules
applicable to taxpayers  generally.  For this purpose, a gift of the policy, the
assignment,  pledge,  indirect  loan,  or  agreement  to  assign  or  pledge  or
indirectly loan any portion of the accumulation  value generally will be treated
as a distribution. 

Generally,  in the case of a withdrawal  under a  nonqualified  policy,  amounts
received are first treated as taxable income to the extent that the accumulation
value  immediately  before the  withdrawal  exceeds the which are  allocable  to
"investment  in the  policy"  made  after  August  13,  1982 at that  time.  Any
additional amount is not taxable. If a withdrawal is allocable to "investment in
the policy" made prior to August 14, 1982, it is taxed under the "cost  recovery
rule" so that  withdrawals  are  treated as a  recovery  of  "investment  in the
policy" until such investment has been fully recovered. Thereafter,  withdrawals
are fully taxable as ordinary income. Where a policy contains "investment in the
policy" both before and after the above referenced dates, special ordering rules
apply.

- --------------------------------------------------------------------------------
                                                             ANNUITY III-P    23
<PAGE>

Although the tax  consequences  may vary  depending on the annuity income option
elected under the Policy,  in general,  only the portion of the annuity  payment
that  represents  the  amount  by  which  the  accumulation  value  exceeds  the
"investment  in the  policy"  will be taxed.  For  fixed  annuity  payments,  in
general, there is no tax on the amount of each payment which represents the same
ratio that the  "investment  in the policy" bears to the total expected value of
the annuity payment for the term of the payment;  however, the remainder of each
annuity  payment  is  taxable.  Any  distribution  received  subsequent  to  the
investment in the policy being recovered will be fully taxable.

In the case of a distribution  pursuant to a nonqualified  policy,  there may be
imposed a federal  penalty  tax equal to 10% of the  amount  treated  as taxable
income. In general, however, there is no penalty tax on distributions:  (1) made
on or after  the date on which the owner is  actual  age  59-1/2,  (2) made as a
result of death or disability of the owner, (3) received in substantially  equal
payments as a life annuity  subject to Internal  Revenue  Service  requirements,
including special "recapture" rules or (4) which are allocable to "investment in
the policy" made prior to August 14, 1982.

QUALIFIED POLICIES. The rules governing the tax treatment of distributions under
qualified  plans vary according to the type of plan and the terms and conditions
of the plan itself. Generally, in the case of a distribution to a participant or
beneficiary  under a Policy  purchased in connection with these plans,  only the
portion of the payment in excess of the "investment in the policy"  allocated to
that  payment is subject  to tax.  The  "investment  in the  policy"  equals the
portion of plan contributions  invested in the Policy that was not excluded from
the  participant's  gross  income,  and may be zero.  In  general,  for  allowed
withdrawals  prior to the annuity starting date, a ratable portion of the amount
received is taxable,  based on the ratio of the  investment in the policy to the
total Policy value. The amount excluded from a taxpayer's income will be limited
to an aggregate cap equal to the investment in the policy.  The taxable  portion
of annuity  payments with annuity starting dates on or before November 18, 1996,
is  generally  determined  under rules  similar to those  applicable  to annuity
distributions  from nonqualified  policies.  However,  for annuity payments with
annuity starting dates after November 18, 1996, annuitants must use a simplified
method for  determining  the  tax-free  portion of annuity  payments by dividing
"investments  in the policy" by the number of annuity  payments set by tables in
the Internal Revenue Code based on the age of the primary annuitant. This method
does not apply if the  annuitant is over age 75 and there are 5 or more years of
guaranteed  payments.  For annuity  payments based on the lives of more than one
individual  and that have  annuity  starting  dates  after  December  31,  1997,
annuitants must use the simplified method based on the combined ages of both the
individuals  when  calculating the excludable  portion of annuities based on the
separate  tables  set  forth in the Code  for  that  purpose.  In the case of an
annuity that does not depend in whole or in part on the life  expectancy  of one
or more  individuals,  the expected  number of payments is the number of monthly
annuity payments under the policy. However,  special favorable tax treatment may
be  available  for certain  distributions  (including  lump sum  distributions).
Adverse tax  consequences  may result from excess  contributions,  distributions
prior to age 59-1/2 (subject to certain  exceptions),  distributions that do not
conform to specified commencement and minimum distribution rules, and in certain
other circumstances.

Distributions  from  qualified  plans are  subject to specific  tax  withholding
rules. "Eligible rollover  distributions" from a qualified plan (other than IRAs
of any type and 457 deferred  compensation  plans) or  annuities  used in 403(b)
plans are  subject to income tax  withholding  at a rate of 20% unless the Owner
elects to have the distribution paid directly by AVLIC to an eligible retirement
plan in a direct  rollover.  If the  distribution  is not an "eligible  rollover
distribution,"  it is  generally  subject  to  the  same  withholding  rules  as
distributions from non-qualified  policies.  However,  Section 457 non-qualified
deferred compensation plan distributions are generally subject to withholding as
wages. 


DISTRIBUTION OF THE POLICIES

Ameritas Investment Corp. ("AIC"), a wholly owned subsidiary of AMAL Corporation
and an affiliated company of AVLIC, will act as the principal underwriter of the
Policies pursuant to an Underwriting Agreement between itself and AVLIC. AIC was
organized under the laws of the State of Nebraska on December 29, 1983, and is a
broker/dealer  registered  pursuant to the Securities Exchange Act of 1934 and a
member of the National Association of Securities Dealers,  Inc. The Policies are
sold  by  individuals  who  are  registered  representatives  of AIC and who are
licensed  as life  insurance  agents  for  AVLIC.  AIC and AVLIC  may  authorize
registered  representatives  of  other  registered  broker/dealers  to sell  the
Policies subject to applicable law.

Registered  Representatives  who sell the Policy will receive  commissions based
upon a  commission  schedule.  After  issuance of the Policy,  commissions  will
equal, at most, 6.5% of premiums paid. Further,  Registered  Representatives who
meet certain  production  standards  may receive  additional  compensation,  and
managers receive override commissions with respect to the policies.

The gross  variable  annuity  compensation  received by AIC on AVLIC's  variable
annuities was  $11,961,951  for 1997;  $10,067,075  for 1996; and $6,896,847 for
1995.

- --------------------------------------------------------------------------------
24     ANNUITY III-P
<PAGE>

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.  AVLIC
maintains  records of all purchases and redemptions of the Funds' shares by each
of the Subaccounts. 


THIRD PARTY SERVICES

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

VOTING RIGHTS

To the extent required by law, the portfolio shares held in the Separate Account
will be voted by AVLIC at shareholder  meetings of the Funds in accordance  with
instructions  received from persons having voting interests in the corresponding
Subaccount.  The 1940 Act currently requires  shareholder voting on matters such
as the  election  of the Board of  Trustees  of the Funds,  the  approval of the
investment advisory contract,  changes in the fundamental investment policies of
the Funds, and approval of the independent  accountants.  If, however,  the 1940
Act  or  any  regulation  thereunder  should  be  amended,  or  if  the  present
interpretation thereof should change, and, as a result, AVLIC determines that it
is allowed to vote the portfolio shares in its own right,  AVLIC may elect to do
so.

The  number  of  votes  which  are  available  to an  owner  will be  calculated
separately for each Subaccount of the Separate Account.

Prior to the annuity date, the owner holds a voting  interest in each Subaccount
to which the accumulation value is allocated.

The  number of votes  which are  available  to an owner  will be  determined  by
dividing the  accumulation  value  attributable to a Subaccount by the net asset
value per share of the applicable portfolio. In determining the number of votes,
fractional shares will be recognized.

The number of votes of the portfolio  which are available  will be determined as
of the  date  coincident  with  the  date  established  by  that  portfolio  for
determining  shareholders  eligible to vote at the meeting of the Funds.  Voting
instructions will be solicited by written communication prior to such meeting in
accordance with procedures established by the Funds.

Shares of Funds as to which no timely instructions are received,  or shares held
by  AVLIC  as to  which  owners  have no  beneficial  interest  will be voted in
proportion  to the voting  instructions  which are received  with respect to all
Policies participating in that Subaccount.

Each  person  having  a voting  interest  in a  Subaccount  will  receive  proxy
material, reports and other materials relating to the appropriate portfolio.

On and after the Annuity Date, there are no voting rights because amounts are no
longer held in the Separate Account.


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 ability to meet
its obligations 

- --------------------------------------------------------------------------------
                                                             ANNUITY III-P    25
<PAGE>

under the Policies, or that relates to the Separate Account. AIC is not involved
in any litigation  that is of material  importance in relation to its ability to
perform under its underwriting agreement.


STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional  Information  is available  that contains more details
concerning the subjects  discussed in this  Prospectus.  This can be obtained by
writing to the address on the front or by calling 1-800-745-1112.  The following
is the Table of Contents for that Statement:


GENERAL INFORMATION AND HISTORY..............................         2
THE POLICY...................................................         2
GENERAL MATTERS..............................................         6
FEDERAL TAX MATTERS..........................................         7
DISTRIBUTION OF THE POLICY...................................         8
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS ......................         8
AVLIC .......................................................         8
STATE REGULATION.............................................         8
LEGAL MATTERS................................................         8
EXPERTS......................................................         8
OTHER INFORMATION............................................         9
FINANCIAL STATEMENTS.........................................         9


- --------------------------------------------------------------------------------
26     ANNUITY III-P
<PAGE>

APPENDIX A


                           QUALIFIED DISCLOSURES

                        *   Information Statement For:

                            408(b)  IRA Plans  
                            408(k)  SEP IRA Plans
                            408(p)  SIMPLE IRA Plans
                            408A    Roth IRA Plans (when available)

                        *   Information Statement For:

                            401(a) Pension/Profit Sharing Plans
                            403(b) ERISA Plans
                            403(b) Tax Sheltered Annuity (TSA) Plans-Withdrawal
                                   Restrictions



                 Ameritas Variable Life Insurance Company Logo

<PAGE>

If this  annuity  is  being  purchased  as a  qualified  plan as  defined  under
specified  sections  of the  Internal  Revenue  Code,  as  purchaser  (owner) or
fiduciary  of an  Employee  Benefit  Plan  purchasing  the  annuity,  you should
carefully review the Information Statement for your specific plan.

Depending on the type of plan, we are required to provide this disclosure to you
to meet the  requirements  of the  Internal  Revenue  Code  ("Code")  and/or the
Employee Retirement Income Security Act of 1974 (ERISA).

Acknowledgment of your receipt of the required disclosure is included within the
application language above your signature.

                                Table of Contents

Information Statement

         408(b) Individual Retirement Annuity (IRA) Plans
         408(k) Simplified Employee Pension (SEP IRA) Plans
         408(p) Savings Incentive Match (SIMPLE IRA) Plans
         408A Roth IRA Plans  (when available).............................QD-1

Information Statement

         401(a) Pension/Profit Sharing Plans...............................QD-9
         403(b) ERISA Plans
         403(b) Tax Sheltered Annuity (TSA) Plans-Withdrawal Restrictions
<PAGE>

Ameritas Variable Life     INFORMATION STATEMENT    
Insurance Company Logo     408(B) INDIVIDUAL RETIREMENT ANNUITY (IRA) PLANS
                           408(K) SIMPLIFIED EMPLOYEE PENSION (SEP IRA) PLANS
                           408(P) SAVINGS INCENTIVE MATCH (SIMPLE IRA)
                           408A ROTH IRA (when available)
- -------------------------------------------------------------------------------

For  purchasers of a 408(b)  Individual  Retirement  Annuity (IRA) Plan,  408(k)
Simplified  Employee  Pension (SEP IRA) Plan,  408(p)  Savings  Incentive  Match
(SIMPLE  IRA)  Plan  or a 408A  Roth  IRA  (if  available),  please  review  the
following:

PART 1.  PROCEDURE FOR REVOKING THE IRA PLAN:

After you establish an IRA Plan with Ameritas  Variable Life  Insurance  Company
(AVLIC),  you are able to revoke  your IRA within a limited  time and  receive a
full refund of the initial  premium paid, if any. The period for revocation will
not be less than the legal minimum of seven (7) days following the date your IRA
is established with AVLIC.

To revoke  your IRA,  you  should  send a signed  and dated  written  notice to:
Ameritas Variable Life Insurance Company, Policyholder Service Department, P.O.
Box 82550, Lincoln, NE 68501.

If your IRA contract was delivered to you, the contract  should  accompany  your
notice of revocation. Your notice of revocation will be considered mailed on the
date of the postmark (or certification or registration,  if applicable), if sent
by United States mail, properly addressed and by first class postage prepaid.

To obtain further information about the revocation procedure, contact your AVLIC
Representative or call 1-800-745-1112.

PART II.  PROVISIONS OF THE IRA LAW:

AVLIC's  OVERTURE  ANNUITY  III-P (Form 4786),  can be used for a Regular IRA, a
Rollover IRA, a Spousal IRA Arrangement, a Simplified Employee Pension Plan (SEP
IRA), a salary reduction  Simplified  Employee Pension Plan (SARSEP) or a SIMPLE
IRA. A separate policy must be purchased for each individual under each plan. In
addition,  AVLIC's Overture Annuity III-P, at some point after December 31 1997,
will be made available for use as a ROTH IRA. State income tax treatment of IRAs
varies,  so this  disclosure  only  discusses the federal tax treatment of IRAs.
Please discuss state income tax treatment of an IRA with your tax advisor.

While  provisions  of the IRA law are  similar  for all such  plans,  any  major
differences are set forth under the appropriate topics below.

ELIGIBILITY:

 REGULAR  IRA PLAN:  Any  individual  under age 70 1/2 and  earning  income from
 personal services, is eligible to establish an IRA Plan, although deductibility
 of the contributions is determined by adjusted gross income ("AGI") and whether
 the  individual(or  the individual's  spouse) is an "active  participant" in an
 employer sponsored retirement plan.

 ROLLOVER  IRA:  This is an IRA plan  purchased  with  your  distributions  from
 another IRA  (including  a SEP IRA,  SARSEP or SIMPLE  IRA),  a Section  401(a)
 Qualified Retirement Plan, or a Section 403(b) Tax Sheltered Annuity (TSA).

 Amounts  transferred as Rollover  Contributions  are not taxable in the year of
 distribution  (provided the rules for Rollover treatment are satisfied) and may
 or  may  not  be  subject  to  withholding.   Rollover  Contributions  are  not
 deductible.

 SPOUSAL IRA ARRANGEMENT:  A Spousal IRA,  consisting of a separate contract for
 each spouse,  may be set up provided a joint return is filed,  the  "nonworking
 spouse"  has less  taxable  compensation,  if any,  for the tax  year  than the
 working spouse, and is under age 70 1/2 at the end of the tax year.

 Divorced spouses can continue a spousal IRA or start a Regular IRA based on the
 standard IRA eligibility  rules.  All taxable alimony  received by the divorced
 spouse  under a decree  of  divorce  or  separate  maintenance  is  treated  as
 compensation for purposes of the IRA deduction limit.

 ROTH IRAS (WHEN  AVAILABLE):   A Roth IRA must be designated as such when it is
 established.

 1. A REGULAR ROTH IRA is a Roth IRA established to receive annual contributions
    and/or rollover  contributions  from other Roth IRAs where no portion of the
    rollover is attributable to an IRA other than a Roth IRA.

 2. A  CONVERSION  ROTH IRA is a Roth IRA  established  to receive  rollovers or
    conversions from non-Roth IRAs and is limited to such contributions.

Roth IRAs are available beginning in 1998. Unlike Regular IRAs, contributions to
a Roth IRA are not deductible for tax purposes. However, any gain accumulated in
a Roth IRA may be nontaxable,  depending upon how and when withdrawals are made.
Eligibility  to  contribute to a Roth IRA (Regular,  Spousal or  Conversion)  is
subject to income and other limits. Unlike deductible IRAs, if eligible, you may
contribute to a Roth IRA even after age 70 1/2.

 3. SPOUSAL ROTH IRA  ARRANGEMENT:  Beginning in 1998, a Spousal Roth IRA may be
    set up for a  "non-working"  spouse that has less taxable  compensation,  if
    any, for the tax year than the "working" spouse, regardless of age, provided
    the spouses file a joint tax return and subject to the adjusted gross income
    ("AGI") limits  described in PART II, MAXIMUM  CONTRIBUTIONS  - SPOUSAL ROTH
    IRA ARRANGEMENT. Divorced spouses can continue a Spousal Roth IRA or start a
    Regular  Roth IRA based on  standard  Roth IRA  eligibility  rules.  Taxable
    alimony  received  by the  divorced  spouse  under a decree  of  divorce  or
    separate  maintenance  is treated as  compensation  for purposes of Roth IRA
    eligibility limits.

SIMPLIFIED  EMPLOYEE  PENSION  PLAN  (SEP  IRA):  An  employee  is  eligible  to
participate  in a SEP IRA Plan based on  eligibility  requirements  set forth in
form 5305-SEP or other plan document provided by the employer.

SALARY  REDUCTION  SIMPLIFIED  EMPLOYEE  PENSION PLAN  (SARSEP):  An employee is
eligible to participate in a SARSEP plan based on eligibility  requirements  set
forth in form  5305A-SEP  or the plan  document  provided by the  employer.  New
SARSEP plans may not be established after December 31, 1996. SARSEPs established
prior to January 1, 1997, may continue to receive  contributions after 1996, and
new employees hired after 1996 are also permitted to participate in such plans.

SAVINGS  INCENTIVE MATCH PLAN FOR EMPLOYEES OF SMALL EMPLOYERS (SIMPLE IRA) : An
employee is eligible to  participate  in a SIMPLE IRA Plan based on  eligibility
requirements  set forth in Form  5304-SIMPLE or other plan document  provided by
the employer.
                                       QD-1                  IRA/SEP/SIMPLE/ROTH
                                                             ANNUITY III-P; 2/98
<PAGE>
 NONTRANSFERABILITY:  You  may  not  transfer,  assign  or sell  your  IRA  Plan
 (including a SIMPLE IRA, SEP IRA,  SARSEP or Roth IRA) to anyone (except in the
 case of transfer incident to divorce).

 NONFORFEITABILITY:  The value of your IRA Plan (all types included)  belongs to
 you at all times, without risk of forfeiture.

 PREMIUM:  The annual  premium (if  applicable) of your IRA Plan or Roth IRA may
 not exceed the lesser of $2,000,  or 100% of compensation  for the year (or for
 Spousal IRAs, or Spousal Roth IRAs,  the combined  compensation  of the spouses
 reduced by any Roth IRA or deductible  IRA  contribution  made by the "working"
 spouse).  Any premium in excess of or in  addition to $2,000 will be  permitted
 only as a "Rollover Contribution" (or "Conversion" contribution to a Roth IRA).
 Your  contribution  must be made in cash. For IRAs established  under SEP Plans
 (SEP IRAs),  premiums  are limited to the lesser of $30,000 or 15% of the first
 $150,000 of compensation (adjusted for cost of living increases).  In addition,
 if the IRA is under a SARSEP  established  prior to  January  1,  1997,  annual
 premiums made by salary  reduction are limited to $7,000  (adjusted for cost of
 living  increases).  Premiums under a SIMPLE IRA will be limited to permissible
 levels of annual  employee  elective  contributions  (up to $6,000 adjusted for
 cost of living  increases) plus the applicable  percentage of employer matching
 contributions  (up to 3% of  compensation  but  not in  excess  of  $6,000,  as
 adjusted) or of employer nonelective contributions (2% of compensation (subject
 to the cap  under  Code  Section  401(a)(17)  as  indexed)  for  each  eligible
 employee).

 MAXIMUM CONTRIBUTIONS:

REGULAR IRA PLAN:  In any year that your annuity is  maintained  under the rules
for a Regular IRA Plan,  your  maximum  contribution  is limited to 100% of your
compensation or $2,000,  whichever is less. Further,  this is the maximum amount
you may  contribute to ALL IRAs in a year  (including  Roth IRAs, but not SIMPLE
IRAs or Education IRAs). The amount of permissible contributions to your Regular
IRA  may or  may  not be  deductible.  Whether  IRA  contributions  (other  than
Rollovers)  are deductible  depends on whether you (or your spouse,  if married)
are an active participant in an  employer-sponsored  retirement plan and whether
your adjusted gross income ("AGI") is above the "phase-out level." Beginning for
tax years  after  1997,  you will  only be  deemed  to be an active  participant
because of your spouse's  participation in an employer-  sponsored plan, if your
combined  adjusted gross income exceeds $150,000.  SEE PART III,  DEDUCTIBLE IRA
CONTRIBUTIONS.

ROLLOVER  IRA: A Plan to Plan Rollover is a method for  accomplishing  continued
tax deferral on otherwise  taxable  distributions  from certain plans.  Rollover
contributions  are  not  subject  to the  contribution  limits  on  Regular  IRA
contributions, but also are not tax deductible.

   There are two ways to make a rollover to an IRA:

   (1)  PARTICIPANT  ROLLOVERS are available to participants,  surviving spouses
        or former  spouses  who receive  eligible  rollover  distributions  from
        401(a)  Qualified  Retirement  Plans,  TSAs  or  IRAs  (including  SEPs,
        SARSEPs,  and SIMPLE IRAs).  Participant  Rollovers are  accomplished by
        contributing part or all of the eligible amounts (which includes amounts
        withheld for federal income tax purposes) to your new IRA within 60 days
        following receipt of the distribution.  IRA to IRA Rollovers are limited
        to one per  distributing  plan per 12 month period,  while direct IRA to
        IRA transfers (where you do not directly receive a distribution) are not
        subject to this limitation.  Distributions  from a SIMPLE IRA may not be
        rolled over or  transferred  to an IRA (which isn't a SIMPLE IRA) during
        the 2 year period following the date you first participate in any SIMPLE
        Plan maintained by your employer.

   (2)  DIRECT  ROLLOVERS are available to participants,  surviving  spouses and
        former spouses who receive eligible rollover  distributions  from 401(a)
        Qualified  Retirement  Plans  or  TSAs.  Direct  Rollovers  are  made by
        instructing  the plan  trustee,  custodian or issuer to pay the eligible
        portion of your  distribution  directly  to the  trustee,  custodian  or
        issuer of the receiving IRA. Direct Rollover  amounts are not subject to
        mandatory federal income tax withholding.

        FOR RULES APPLICABLE TO ROLLOVERS  OR  TRANSFERS  TO ROTH IRAS,  SEE THE
        PARAGRAPHS ON REGULAR AND CONVERSION ROTH IRAS, BELOW.

Certain  distributions  are NOT  considered  to be  eligible  for  Rollover  and
include:  (1)  distributions  which are part of a series of substantially  equal
periodic   payments  (made  at  least  annually)  for  10  years  or  more;  (2)
distributions  attributable  to  after-tax  employee  contributions  to a 401(a)
Qualified Retirement Plan or TSA; (3) required minimum distributions made during
or after the year you reach age 70 1/2 or, if later and applicable,  the year in
which you retire; and (4) amounts in excess of the cash (except for certain loan
offset  amounts)  or in  excess  of the  proceeds  from  the  sale  of  property
distributed.

At the time of a Rollover,  you must  irrevocably  designate in writing that the
transfer is to be treated as a Rollover Contribution. Eligible amounts which are
not  rolled  over  are  normally  taxed  as  ordinary  income  in  the  year  of
distribution.  If a  Rollover  Contribution  is made to an IRA from a  Qualified
Retirement  Plan,  you may later be able to roll the value of the IRA into a new
employer's  plan PROVIDED YOU MAKE NO  CONTRIBUTIONS  TO THE IRA OTHER THAN FROM
THE FIRST  EMPLOYER'S  PLAN.  THIS IS KNOWN AS  "CONDUIT  IRA,"  AND YOU  SHOULD
DESIGNATE YOUR ANNUITY AS SUCH WHEN YOU COMPLETE YOUR APPLICATION.

SPOUSAL IRA  ARRANGEMENT:  In any year that your annuity is maintained under the
rules for a Spousal IRA, the maximum  combined  contribution  to the Spousal IRA
and the  "working"  spouse's IRA for tax years after 1996, is the lesser of 100%
of the combined compensation of both spouses which is includable in gross income
(reduced by the amount of any  contributions to a Roth IRA or the amount allowed
as a deduction to the "working"  spouse for  contribution to his or her own IRA)
or  $4,000.  No more than  $2,000 may be  contributed  to either  spouse's  IRA.
Whether the  contribution  is  deductible or  non-deductible  depends on whether
either spouse is an "active  participant"  in an  employer-sponsored  retirement
plan for the year,  and whether the adjusted gross income of the couple is above
the applicable phase-out level. (SEE PART III, DEDUCTIBLE IRA CONTRIBUTIONS).

The contribution limit for divorced spouses is the lesser of $2,000 or the total
of the  taxpayer's  taxable  compensation  and  alimony  received  for the year.
(Married  individuals  who live apart for the entire year and who file  separate
tax  returns  are  treated as if they are single  when  determining  the maximum
deductible contribution limits).

REGULAR ROTH IRA (WHEN  AVAILABLE):  The maximum  total annual  contribution  an
individual  can make to all IRAs  (including  Roth IRAs,  but not  Education  or
SIMPLE IRAs) is the lesser of $2,000 or 100% of  compensation.  (This limit does
not apply to rollover contributions). For Regular Roth IRAs (which are available
beginning  in the 1998 tax  year)  this  $2,000  limitation  is  phased  out for
adjusted gross incomes between  $150,000 and $160,000 for joint filers;  between
$95,000  and  $110,000  for single  taxpayers;  and  between $0 and  $15,000 for
married  individuals who file a separate  return.  AGI for this purpose includes
any  deductible  contribution  to a Regular IRA, but does not include any amount
included in income as a result of a rollover or  conversion  from a non-Roth IRA
to a Conversion  Roth IRA.  Rollovers  and  transfers  may also be made from one
Regular Roth IRA to another.  Such rollovers or transfers are generally  subject
to the same timing and  frequency  rules as apply to  Participant  Rollovers and
transfers  from  one Regular or Rollover IRA to another. (SEE  PART II,  MAXIMUM
CONTRIBUTIONS: ROLLOVER IRA, ABOVE).

IRA/SEP/SIMPLE/ROTH                    QD-2
ANNUITY III-P; 2/98
<PAGE>
CONVERSION ROTH IRA (WHEN AVAILABLE):  Beginning in the 1998 tax year, rollovers
or  conversions  may be made from non-Roth IRAs to a Conversion  Roth IRA. To be
eligible  to make  such a  conversion  or  rollover  from a  non-Roth  IRA,  the
taxpayer's  adjusted  gross income  ("AGI") for the taxable  year cannot  exceed
$100,000  (joint  or  individual)  and he or she  must not be  married  filing a
separate tax return  (unless the taxpayer  lives apart from his of her spouse at
all times during the year). A rollover from a non-Roth IRA to a Conversion  Roth
IRA does not count  toward  the limit of one  rollover  per IRA in any  12-month
period under the normal rollover rules.  Also,  eligible rollover  distributions
received by you or your spouse from a qualified  plan other than an IRA, may not
be directly rolled over to a Roth IRA.  However,  you may be able to roll such a
distribution  over to a non-Roth IRA, then convert that IRA to a Conversion Roth
IRA.  Also if you are eligible to make a  conversion,  you may transfer  amounts
from most non-Roth IRAs (other than SIMPLE IRAs and Education IRAs). AGI for the
purpose of determining eligibility to convert to a Roth IRA does not include any
amount  included  in income  as a result  of a  rollover  or  conversion  from a
non-Roth IRA to a Conversion  IRA, but does include the amount of any deductible
contribution made to a Regular IRA for the tax year.

SPOUSAL  ROTH  IRA  ARRANGEMENT:   Beginning  in  the  1998  tax  year,  if  the
"non-working"  spouse's  compensation  is less than  $2,000,  the spouses file a
joint tax return,  and their  combined  AGI  (unreduced  by any  deductible  IRA
contribution  made for the year,  but not  including  any amounts  includible in
income  as a result  of a  conversion  to a Roth IRA) is  $150,000  or below,  a
contribution  of up to $2,000 may be made to a separate  Spousal Roth IRA in the
name of the "non-working" spouse. The $2,000 limit is phased out proportionately
between $150,000 and $160,000 of AGI (modified as described above).  Spouses are
not required to make equal contributions to both Roth IRAs; however no more than
$2,000 may be  contributed to the "working" or  "non-working"  spouse's Roth IRA
for any year, and the total amount  contributed  annually to all IRAs (including
both Roth and Regular IRAs,  but not SIMPLE or Education  IRAs) for both spouses
cannot exceed $4,000.  If the combined  compensation of both spouses (reduced by
any deductible IRA or Roth  contributions made for the "working" spouse) is less
than $4,000,  the total contribution for all IRAs is limited to the total amount
of the  spouses'  combined  compensation.  These limits do not apply to rollover
contributions.

For  divorced  spouses,  the  contribution  limit to a Roth IRA is the lesser of
$2,000 or the total of the taxpayer's  compensation and alimony received for the
year,  subject  to the  applicable  phase-out  limits  for  eligibility  to make
contributions to a Roth IRA. (Married  individuals who live apart for the entire
year and who file  separate  tax  returns are treated as if they are single when
determining the maximum contribution they are eligible to make in a Roth IRA).

SEP IRA PLAN: In any year that your annuity is maintained  under the rules for a
SEP Plan, the employer's maximum contribution is the lesser of $30,000 or 15% of
your first $150,000 of compensation  (adjusted for cost-of-living  increases) or
as  changed  under  Section  415 of the  Code.  You  may  also  be  able to make
contributions to your SEP IRA the same as you do to a Regular IRA; however,  you
will be  considered an "active  participant"  for purposes of  determining  your
deduction limit. In addition to the above limits,  if your annuity is maintained
under  the  rules  for  a  SARSEP,   the  maximum  amount  of  employee  pre-tax
contributions  which  can be  made  is  $7,000  (adjusted  for  cost  of  living
increases).  After December 31, 1996,  new SARSEP plans may not be  established.
Employees  may,  however,  continue to make salary  reductions  to a SARSEP plan
established  prior to  January 1,  1997.  In  addition,  employees  hired  after
December 31, 1996 may participate in SARSEP plans established by their employers
prior to 1997.

SIMPLE IRA: Contributions to a SIMPLE IRA may not exceed the permissible amounts
of employee elective  contributions and required employer matching contributions
or non-elective  contributions.  Annual employee elective  contributions must be
expressed as a percentage of  compensation  and may not exceed $6,000  (adjusted
for cost of living  increases).  If an employer  elects a matching  contribution
formula,  it is generally  required to match employee  contributions  dollar for
dollar up to 3% of the employee's  compensation  for the year (but not in excess
of $6,000 as adjusted for cost-of-living  adjustments).  An employer may elect a
lower  percentage  match (but not below 1%) for a year,  provided certain notice
requirements  are satisfied and the  employer's  election will not result in the
matching  percentage  being  lower  than 3% in more than 2 of the 5 years in the
5-year  period ending with that calendar  year.  Alternatively,  an employer may
elect to make non-elective contributions of 2% of compensation for all employees
eligible to participate in the plan and who have at least $5,000 in compensation
for the year.  The  employer  must  notify  employees  of this  election  within
specified   timeframes  in  advance  of  the  plan  year  or  election   period.
"Compensation" for purposes of the 2% non-elective  contribution  option may not
exceed  the limit on  compensation  under  Code  Section  401(a)(17)  ($150,000,
adjusted for cost of living increases).

DISTRIBUTIONS:  Payments  to you from your IRA Plan (other than a Roth IRA) must
begin no later  than the April 1  following  the close of the  calendar  year in
which you attain age 70 1/2, the Required  Beginning Date (RBD). If you have not
already withdrawn your entire balance by this date, you may elect to receive the
entire  value of your IRA Plan on or before the RBD in one lump sum;  or arrange
for an income to be paid over your lifetime, your expected lifetime, or over the
lifetimes or expected lifetimes of you and your designated beneficiary.  UNDER A
ROTH IRA, YOU ARE NOT REQUIRED TO TAKE DISTRIBUTIONS  WHILE YOU ARE LIVING, EVEN
AFTER YOU REACH AGE 70 1/2.

RATE OF DISTRIBUTION:  If you arrange for the value of your IRA Plan (other than
a Roth IRA) to be paid to you as retirement  income rather than as one lump sum,
then you must abide by IRS rules  governing  how  quickly  the value of your IRA
plan must be paid out to you.  Generally,  it is acceptable to have an insurance
company annuity pay income to you for as long as you live, or for as long as you
and your beneficiary live.

MINIMUM DISTRIBUTION REQUIREMENTS FOR IRAS OTHER THAN ROTH IRAS : Once you reach
your RBD,  you must  withdraw a minimum  amount each year or be subject to a 50%
non-deductible  excise  tax on  the  difference  between  the  minimum  required
distribution  and the amount  distributed.  To determine  the  required  minimum
distribution, divide your entire interest in your IRA (as of December 31 of your
age 70 1/2 year) by your life  expectancy or the joint life  expectancies of you
and your  designated  beneficiary.  Your  single  or joint  life  expectancy  is
determined by using IRS life expectancy  tables.  See IRS  Publications  575 and
590.

Your life expectancy (and that of your spousal beneficiary,  if applicable) will
be recalculated  annually,  unless you  irrevocably  elect otherwise by the time
distributions are required to begin. With the recalculation  method, if a person
whose life expectancy is  recalculated  dies, his or her life expectancy will be
zero in all subsequent  years.  The life expectancy of a non-spouse  beneficiary
cannot be recalculated. Where life expectancy is not recalculated, it is reduced
by one year for each year after  your 70 1/2 year to  determine  the  applicable
remaining  life  expectancy.  Also,  if your benefit is payable in the form of a
joint and survivor annuity, a larger minimum distribution amount may be required
under IRS regulations, unless your spouse is the designated beneficiary.

                                       QD-3

                                                             IRA/SEP/SIMPLE/ROTH
                                                             ANNUITY III-P; 2/98
<PAGE>
If you  die  after  the  RBD,  amounts  undistributed  at  your  death  must  be
distributed  at least as  rapidly as under the  method  being used to  determine
distributions  at the time of your death. If you die before the RBD, your entire
interest  must  generally be  distributed  by the end of the calendar year which
contains  the fifth  anniversary  of your death (the "five year  payout  rule").
However,  if a beneficiary is designated,  the  beneficiary may elect to receive
distributions  over the life expectancy of the beneficiary if the beneficiary so
elects by  December  31 of the year  following  the year of your  death.  If the
beneficiary  fails to make an election,  the entire  benefit will be paid to the
beneficiary  under  the  "five  year  payout  rule".  Also,  if  the  designated
beneficiary  is your  spouse,  the life annuity  distribution  must begin by the
later of December 31 of the calendar  year  following  the calendar year of your
death or December 31 of the year in which you would have attained age 70 1/2. If
your designated  beneficiary is not your spouse, life annuity distributions must
begin by December 31 of the year following your death. A surviving spouse may in
the  alternative  elect to treat the policy as his or her own IRA. This election
may be  expressly  made or will be deemed made if the spouse makes a regular IRA
contribution  to the  policy,  makes a rollover  to or from the IRA, or fails to
elect minimum distributions as described above.

ROTH IRA MINIMUM DISTRIBUTION  REQUIREMENTS WHILE YOU ARE LIVING. As long as you
are alive,  you are not  required to take  distributions  from a Roth IRA,  even
after you reach age 70 1/2.

ROTH  IRA  MINIMUM   DISTRIBUTION   REQUIREMENTS   AFTER  YOUR  DEATH.   Minimum
distribution  requirements  apply to Roth  IRAs only  after you die.  If you die
after  you  have  reached  your  Annuity   Date,   and  have  begun  to  receive
distributions  under an annuity  option (not including an interest only option),
the remaining  portion of your policy  interests will continue to be distributed
to your  designated  beneficiary  at least as rapidly as under the method  being
used prior to your death  (provided such method  satisfies the  requirements  of
Code Section 408(b)(3), as modified by Code Section 408A(c)(5).

If you die  before  the  Annuity  Date or  before  distribution  of your  entire
interest in the policy has been made or begun, your entire interest in your Roth
IRA must be distributed by the end of the calendar year which contains the fifth
anniversary of your death (the "five year payout rule").  However, if there is a
designated beneficiary, he or she may elect to receive distributions over his or
her life expectancy provided the election is made and distributions  commence by
December 31 of the year  following  the year of your death.  If the  beneficiary
does not make this election, the entire benefit will be paid to him or her under
the "five year payout rule".  If your  designated  beneficiary is your surviving
spouse, he or she may elect to delay distributions until the later of the end of
the calendar year following the year in which you died or the end of the year in
which you would have reach age 70 1/2. If your sole  designated  beneficiary  is
your surviving spouse, he or she may elect to treat the policy as his or her own
Roth IRA by making an express  election  to do so, by making a regular  Roth IRA
contribution or rollover  contribution  (as applicable or as permissible) to the
policy, or by failing to elect minimum distributions under the "five year payout
rule" or the life annuity options discussed above.

Life  expectancies  will be determined by using IRS life  expectancy  tables.  A
surviving spouse's life expectancy will be recalculated  annually,  unless he or
she irrevocably elects otherwise. Non-spousal beneficiary life expectancies will
be  determined  using  the  beneficiary's  attained  age  in the  calendar  year
distributions are required to begin and reducing life expectancy by one for each
year thereafter.

TAKING REQUIRED MINIMUM  DISTRIBUTIONS FROM ONE IRA: If you are required to take
minimum  distributions  from more than one IRA  (either  as owner of one or more
Regular  IRAs and/or as a  beneficiary  of one or more  decedent's  Roth IRAs or
Regular IRAs),  you may not have to take a minimum  distribution  from each IRA.
(Regular  and Roth IRAs are  treated  as  different  types of IRAs,  so  minimum
distributions  from a Roth  IRA  will  not  satisfy  the  minimum  distributions
required from a Regular IRA). Instead,  you may be able to calculate the minimum
distribution  amount  required for each IRA  (considered to be of the same type)
separately, add the relevant amounts and take the total required amount from one
IRA or Roth IRA (as  applicable).  Because of this,  AVLIC  cannot  monitor  the
required  distribution  amounts  from  AVLIC  IRAs.  Please  check with your tax
advisor to verify  that you are  receiving  the proper  amount  from all of your
IRAs.

PART III.  RESTRICTIONS AND TAX CONSIDERATIONS:

TIMING OF CONTRIBUTIONS: Once you establish an IRA, (including a Regular Roth or
Spousal  Roth IRA)  contributions  must be made by the due date,  not  including
extensions,  for filing your tax  return.  (Participant  Rollovers  must be made
within 60 days of your receipt of the distribution.) A CONTRIBUTION MADE BETWEEN
JANUARY  1 AND THE  FILING  DUE DATE FOR YOUR  RETURN,  MUST BE  SUBMITTED  WITH
WRITTEN  DIRECTION  THAT IT IS BEING  MADE FOR THE PRIOR PLAN YEAR OR IT WILL BE
TREATED AS MADE FOR THE CURRENT TAX YEAR. SEP IRA contributions  must be made by
the due date of the Employer's  tax return  (including  extensions).  SIMPLE IRA
contributions,  if  permitted,  must be made by the tax  return due date for the
employer (including extensions) for the year for which the contribution is made.
Note, an employer is required to make SIMPLE plan contributions  attributable to
employee elective  contributions as soon as it is  administratively  feasible to
segregate these  contributions  from the employer's  general  assets,  but in no
event  later  than the 30th day of the  month  following  the month in which the
amounts would have otherwise been payable to the employee in cash.

TIMING OF ROTH IRA CONVERSIONS:  Conversions from a non-Roth IRA to a Conversion
Roth IRA for a tax year,  MUST BE MADE BY DECEMBER  31 OF THAT YEAR.  You DO NOT
have until the due date of your tax  return for a year to convert a Regular  IRA
to a Conversion Roth IRA for that tax year. For example,  if you wish to convert
a Regular IRA to a Conversion Roth IRA in 1998, the conversion must be completed
by December 31, 1998,  even though your tax return for 1998 may not be due until
April 15, 1999.

DEDUCTIBLE IRA  CONTRIBUTIONS:  The amount of permissible  contributions to your
Regular IRA may or may not be deductible. FOR TAX YEARS BEGINNING BEFORE JANUARY
1,  1998,  if you or your  spouse  are not active  participants  in an  employer
sponsored  retirement  plan, any permissible  contribution  you make to your IRA
will be  deductible.  If you or your  spouse  are an  active  participant  in an
employer-sponsored  retirement  plan,  the size of your  deduction if any,  will
depend on your combined  adjusted  gross income  (AGI).  If your combined AGI is
less than  $40,000,  and you file a joint tax return you can deduct  your entire
contribution.  If you are single and your AGI is less than $25,000, you may also
take a full deduction.  For married couples filing joint returns,  the deduction
is phased out between $40,000 and $50,000. For single individuals, the deduction
is phased out between $25,000 and $35,000.  If you are married and covered by an
employer plan,  but file a separate tax return from your spouse,  your deduction
is  phased  out  between  $0 and  $10,000  of AGI.  If your AGI is not above the
applicable  phase  out  level,  a  minimum  contribution  of $200  is  permitted
regardless of whether the phase out rules provide for a lesser amount.

FOR TAX YEARS  BEGINNING ON AND AFTER JANUARY 1, 1998, if you or your spouse are
not  an  active  participant  in an  employer  sponsored  retirement  plan,  any
permissible  contribution  you make to your IRA (other  than a Roth IRA) will be
deductible.  If you are not an active participant in an employer sponsored plan,
but your spouse is an active participant, you may take a full deduction for your
IRA  contribution  (other than to a Roth IRA) if your AGI is below $150,000;  if
you are not an active  participant  but your spouse is, the  maximum  deductible
contribution for you is phased out at AGIs between $150,000 and $160,000. If you
are an active participant in an employer sponsored requirement plan you may make
deductible  contributions if your AGI is below a threshold level of income.  For
single taxpayers and married taxpayers filing jointly the available deduction is
reduced proportionately over a phaseout range.

IRA/SEP/SIMPLE/ROTH                    QD-4
ANNUITY III-P; 2/98
<PAGE>
Active  participants with income above the phaseout range are not entitled to an
IRA  deduction.  Due to changes  made by the  Taxpayer  Relief Act of 1997,  the
phaseout limits are scheduled to increase as follows:

                          Married filing                 Single/Head
Year                        Jointly                     of Household
- ---------------------------------------------------------------------------
                               AGI                           AGI

1998.....................$50,000 - $60,000............$30,000 - $40,000
1999.....................$51,000 - $61,000............$31,000 - $41,000
2000.....................$52,000 - $62,000............$32,000 - $42,000
2001.....................$53,000 - $63,000............$33,000 - $43,000
2002.....................$54,000 - $64,000............$34,000 - $44,000
2003.....................$60,000 - $70,000............$40,000 - $50,000
2004.....................$65,000 - $75,000............$45,000 - $55,000
2005.....................$70,000 - $80,000............$50,000 - $60,000
2006.....................$75,000 - $85,000............$50,000 - $60,000
2007 and thereafter......$80,000 - $100,000...........$50,000 - $60,000

You can elect to treat  deductible  contributions  as  non-deductible.  SEP IRA,
SARSEP SIMPLE IRA and Roth IRA contributions are not deductible by you.

Remember, except for rollovers, conversions or transfers, the maximum amount you
may contribute to all IRAs (including Roth and Regular IRAs, but not SIMPLE IRAs
or  Education  IRAs) for a  calendar  year is  $2,000  or 100% of  compensation,
whichever is less.

NON-DEDUCTIBLE  REGULAR  IRA  CONTRIBUTIONS:  It is  possible  for  you to  make
non-deductible  contributions  to your Regular IRA (not  including  SIMPLE IRAs)
even if you are not eligible to make deductible  contributions  to a Regular IRA
or  non-deductible  contributions  to a Roth IRA for the  year.  The  amount  of
non-deductible  contributions  you can make depends on the amount of  deductible
contributions  you  make.  The  sum  of  your   non-deductible   and  deductible
contributions  for a year  may not  exceed  the  lesser  of (1)  $2,000  ($4,000
combined when a Spousal IRA is also involved),  or (2) 100% of your compensation
(or,  if a  Spousal  IRA is  involved,  100% of you and your  spouse's  combined
compensation,  reduced  by the amount of any  deductible  IRA  contribution  and
non-deductible  Roth IRA contribution  made by the "working"  spouse).  For plan
years  beginning  on  and  after  January  1,  1998,  the  sum  of  your  annual
non-deductible  (including  Roth IRA) and deductible  contributions,  other than
when combined with a Spousal IRA or Spousal Roth IRA, may not exceed $2,000.  IF
YOU WISH TO MAKE A NON-DEDUCTIBLE CONTRIBUTION, YOU MUST REPORT THIS ON YOUR TAX
RETURN BY FILING FORM 8606 (NON-DEDUCTIBLE  IRA). REMEMBER,  YOU ARE REQUIRED TO
KEEP TRACK OF YOUR NON-DEDUCTIBLE  CONTRIBUTIONS AS AVLIC DOES NOT KEEP A RECORD
OF THESE FOR YOU.  THIS  INFORMATION  WILL BE  NECESSARY  TO  DOCUMENT  THAT THE
CONTRIBUTIONS WERE MADE ON A NON-DEDUCTIBLE BASIS AND THEREFORE, ARE NOT TAXABLE
UPON DISTRIBUTION.

EFFECTS OF  CONVERSION OF REGULAR IRA TO ROTH IRA: If you convert all or part of
a non-Roth  IRA to a  Conversion  Roth IRA, the amount taken out of the non-Roth
IRA  will  be  taxable  as if it had  been  distributed  to you in the  year  of
conversion. If you made non-deductible contributions to any Regular IRA, part of
the amount  taken out of a Regular IRA for  conversion  will be taxable and part
will be non-taxable.  (Use IRS Form 8606 to determine how much of the withdrawal
from your  Regular  IRA is taxable  and how much is  non-taxable).  The  taxable
portion of the amount  converted  is  includable  in your income for the year of
conversion.  However,  if the conversion takes place in 1998, one quarter of the
taxable amount will be includable in your income in 1998 and in each of the next
three years.

Amounts properly  converted from a non-Roth IRA to a Roth IRA are not subject to
the 10% early withdrawal  penalty.  However,  if you make a conversion to a Roth
IRA,  but keep part of the money for any reason,  that amount will be taxable in
the year  distributed  from the  non-Roth  IRA and the  taxable  portion  may be
subject to the 10% early withdrawal penalty.

Roth IRAs are new and a number of  ambiguities  exist in the law.  Also,  at the
time of drafting of this  Information  Statement,  there is pending  legislation
which  could  dramatically  change  the  tax  treatment  of  conversions  to and
distributions  from Roth IRAs  retroactive to January 1, 1998. This  Information
Statement is based on AVLIC's interpretation of the law as it exists at the time
of drafting. You should consult with your tax advisor to ensure that you receive
the tax  benefits  you desire  before you  contribute  to a Roth IRA,  convert a
non-Roth IRA to a Conversion Roth IRA or take distributions from a Roth IRA.

EXCESS CONTRIBUTIONS: There is a 6% IRS penalty tax on IRA contributions made in
excess of permissible  contributions.  However, excess contributions made in one
year may be  applied  against  the  contribution  limits in a later  year if the
contributions in the later year are less than the limit. This penalty tax can be
avoided if the excess  amount,  together with any earnings on it, is returned to
you  before  the due date of your tax  return  for the year for which the excess
amount was contributed.  Any earnings so distributed will be taxable in the year
for which the  contribution  was made and may be  subject  to the 10%  premature
distribution  penalty tax (SEE PART III,  PREMATURE IRA  DISTRIBUTIONS).  The 6%
excess  contribution  penalty  tax will  apply to each  year the  excess  amount
remains in the IRA Plan, until it is removed either by having it returned to you
or by making a reduced  contribution  in a  subsequent  year.  To the  extent an
excess  contribution is absorbed in a subsequent year by contributing  less than
the maximum  deduction  allowable  for that year,  the amount  absorbed  will be
deductible in the year applied  (provided you are eligible to take a deduction).
If a taxpayer transfers amounts contributed for a tax year to a Regular IRA (and
any earnings allocated to such amounts) to a Roth IRA by the due date for filing
the return for such tax year (not  including  extensions),  the  amounts are not
included in the  taxpayer's  gross  income to the extent that no  deduction  was
allowed for the contribution.

EXCESS CONTRIBUTIONS TO A CONVERSION ROTH IRA: If you are ineligible and convert
a Regular IRA to a Conversion  Roth IRA, all or a part of the amount you convert
may be an excess contribution.  (Examples may include conversions made when your
Roth AGI  exceeds  $100,000  or  because  you fail to timely  make the  rollover
contribution  from the Regular IRA to the Conversion Roth IRA). You will have an
excess  contribution if the ineligible amounts you convert and the contributions
you make to all your IRAs for the tax year exceed your IRA  contribution  limits
for the  year.  To avoid the 6% excise  tax on  excess  contributions,  you must
withdraw the excess  contributions plus earnings before the due date of your tax
return.

In  addition,   an  ineligible   conversion  may  have  other   significant  tax
consequences   to  the  extent   conversion   amounts   are  treated  as  excess
contributions.  First,  distributions  from the Regular IRA will not be eligible
for the special tax treatment which applies to conversions.  For example,  if an
ineligible  conversion is made in 1998,  the amounts  ineligible  for conversion
will not be eligible to be spread over four years for income tax purposes and to
the extent taxable,  may be subject to the 10% premature  distribution  penalty.
Second,  even  though you must  remove the  excess  contributions  from the Roth
Conversion IRA, you may not be able to return these amounts to your Regular IRA.
Therefore,  you may lose future  tax-deferred  growth on amounts you incorrectly
convert.

                                       QD-5                  IRA/SEP/SIMPLE/ROTH
                                                             ANNUITY III-P; 2/98
<PAGE>
LOANS  AND  PROHIBITED  TRANSACTIONS:  You may not  borrow  from  your  IRA Plan
(including Roth IRAs) or pledge it as security for a loan. This would disqualify
your entire IRA Plan, and its full value(or taxable portions of your Roth IRA or
non-deductible  Regular IRA) would be includable  in your taxable  income in the
year of  violation.  This amount would also be subject to the 10% penalty tax on
premature distributions.  Your IRA Plan will similarly be disqualified if you or
your  beneficiary  engage in any  transaction  prohibited by Section 4975 of the
Internal Revenue Code.

TAXABILITY OF REGULAR IRA  DISTRIBUTIONS:  Any cash  distribution  from your IRA
Plan, other than a Roth IRA, is normally taxable as ordinary income. All IRAs of
an individual are treated as one contract.  All  distributions  during a taxable
year are treated as one distribution;  and the value of the contract,  income on
the contract,  and investment in the contract is computed as of the close of the
calendar  year with or within  which the  taxable  year ends.  If an  individual
withdraws  an amount from an IRA during a taxable  year and the  individual  has
previously made both deductible and non-deductible IRA contributions, the amount
excludable  from  income  for the  taxable  year is the  portion  of the  amount
withdrawn  which  bears the same ratio to the amount  withdrawn  for the taxable
year as the individual's aggregate  non-deductible IRA contributions bear to the
balance of all IRAs of the individual.

TAXABILITY OF ROTH IRA DISTRIBUTIONS:  "Qualified distributions" from a Roth IRA
are not  included  in the  taxpayer's  gross  income and are not  subject to the
additional  ten percent (10%) early  withdrawal  penalty tax. To be a "qualified
distribution," the distribution must satisfy a five-year holding period and meet
one of the  following  four  requirements:  (1) be made on or after  the date on
which the  individual  attains age 59 1/2; (2) be made to a  beneficiary  or the
individual's  estate on or after the individual's  death; (3) be attributable to
the individual being disabled; or (4) be a distribution to pay for a "qualified"
first-time  home purchase (up to a lifetime limit of $10,000).  In the case of a
rollover  or  conversion  from a  Regular  IRA to a  Conversion  Roth  IRA,  the
five-year holding period for escaping  inclusion in income begins with the first
day of the tax year in which the most recent rollover or conversion contribution
is made to the  Conversion  Roth IRA.  For a Regular  Roth  IRA,  the  five-year
holding period begins with the first day of the year you made any  contributions
to a Regular Roth IRA.

If a  distribution  from a  Roth  IRA is  not a  qualified  distribution  and it
includes earnings, the earnings distributed are includable in taxable income and
may be  subject  to the 10%  premature  distribution  penalty.  (SEE  PART  III,
PREMATURE IRA DISTRIBUTIONS).

Unlike Regular IRAs,  distributions from Roth IRAs come first from contributions
and converted  amounts and last from  earnings.  Generally,  all Roth IRAs (both
Regular Roth IRAs and Conversion  Roth IRAs) must be treated as one for purposes
of determining the taxation of distributions.  However,  in some  circumstances,
one or more Roth IRAs may have to be treated separately.

You  should  be aware  that  Congress  has  before  it  legislation  that  would
substantially  revise these rules. To ensure that you receive the tax result you
desire,  you should  consult with your tax advisor  before taking a distribution
from a Roth IRA.

LUMP SUM  DISTRIBUTION:  If you decide to receive  the entire  value of your IRA
Plan in one lump sum,  the full amount is taxable  when  received  (except as to
non-deductible  contributions or "qualified distributions" from a Roth IRA), and
is not  eligible for the special tax rules on lump sum  distributions  which are
used with other types of Qualified Retirement Plans.

PREMATURE  IRA  DISTRIBUTIONS:  There is a 10%  penalty  tax on taxable  amounts
distributed  from your IRA (including the taxable  portion of any  non-qualified
distributions  from a Roth IRA) prior to the  attainment  of age 59 1/2,  except
for: (1) distributions  made to a beneficiary on or after the owner's death; (2)
distributions  attributable  to the  owner's  being  disabled as defined in Code
Section 72(m)(7);  (3) distributions  that are part of a series of substantially
equal periodic  payments (made at least  annually) for the life of the annuitant
or  the  joint  lives  of  the  annuitant  and  his  or  her  beneficiary;   (4)
distributions made on or after January 1, 1997 for medical expenses which exceed
7.5% of the  annuitant's  adjusted gross income;  (5)  distributions  made on or
after January 1, 1997, to purchase  health  insurance for the individual  and/or
his or her spouse and  dependents  if he or she: (a) has  received  unemployment
compensation for 12 consecutive  weeks or more; (b) the  distributions  are made
during the tax year that the unemployment  compensation is paid or the following
tax year; and (c) the individual has not been  re-employed  for 60 days or more;
(6) distributions  made on or after January 1, 1998 for certain qualified higher
education  expenses of the  taxpayer,  the  taxpayer's  spouse,  or any child or
grandchild of the taxpayer or the taxpayer's spouse; or (7) qualified first-time
home  buyer  distributions  made on or after  January  1, 1998 (up to a lifetime
maximum of $10,000) used within 120 days of withdrawal to buy,  build or rebuild
a first  home that is the  principal  residence  of the  individual,  his or her
spouse, or any child,  grandchild,  or ancestor of the individual or spouse. The
part of a  distribution  attributable  to  non-deductible  contributions  is not
includable  in  income  and is not  subject  to the 10%  penalty.  In  addition,
distributions  from a SIMPLE Plan during the  two-year  period  beginning on the
date the  employee  first  participated  in the  employer's  SIMPLE Plan will be
subject  to  a  25%  (rather  than  10%)  premature  distribution  penalty  tax.
Distributions  from a Roth IRA made before the  expiration  of the  applicable 5
year holding period (SEE TAXABILITY OF ROTH IRA  DISTRIBUTIONS)  are not treated
as qualified  distributions and are subject to the 10% penalty tax to the extent
they are includable in taxable income.

MINIMUM REQUIRED  DISTRIBUTIONS:  SEE PART II, MINIMUM  DISTRIBUTIONS  FOR  IRAS
OTHER  THAN  ROTH  IRAS and ROTH IRA  MINIMUM  DISTRIBUTION  REQUIREMENTS.  If a
minimum  distribution is not made from your IRA (including a Roth IRA) for a tax
year in which it is required,  the excess,  in any taxable  year,  of the amount
that should have been distributed over the amount that was actually  distributed
is subject to an excise tax of 50%.

GIFT AND ESTATE TAX  CONSEQUENCES:  The  designation of a beneficiary to receive
funds  from a Regular  or a Roth IRA is not  considered  a  transfer  subject to
federal gift taxes.  However,  funds  remaining in your IRA (Regular or Roth) at
the time of your  death are  includable  in your  federal  gross  estate for tax
purposes.

MAXIMUM  DISTRIBUTIONS:  The Taxpayer  Relief Act of 1997  repealed both the 15%
excess  accumulation  estate  tax  and  excess  distribution  excise  tax  which
previously  applied to excess retirement plan  accumulations at death and excess
lifetime  retirement  plan  distributions.  These  rules are  repealed  for plan
distributions made and decedents who die after December 31, 1996.

TAX FILING-REGULAR IRAS: You are not required to file a special IRA tax form for
any taxable year (1) for which no penalty tax is imposed with respect to the IRA
Plan, and (2) in which the only  activities  engaged in, with respect to the IRA
Plan,   are  making   deductible   contributions   and   receiving   permissible
distributions. Information regarding such contributions or distributions will be
included on your regular Form 1040.  In some years,  you may be required to file
Form 5329 and/or Form 8606 in  connection  with your Regular  IRA.  Form 5329 is
filed as an  attachment  to Form  1040 or 1040A  for any tax year  that  special
penalty taxes apply to your IRA. If you make  non-deductible  contributions to a
regular IRA, you must designate those  contributions as  non-deductible  on Form
8606 and attach it to your Form 1040 or 1040A. There is a $100 penalty each time
you overstate  the amount of your  non-deductible  contributions  unless you can
prove the overstatement was due to reasonable cause.  Additional  information is
required on Form 8606 in years you receive a  distribution  from a Regular  IRA.
There is a $50 penalty for each failure to file a required  Form 8606 unless you
can prove the  failure was due to  reasonable  cause.  For further  information,
consult  the  instructions  for Form  5329  (Additional  Taxes  Attributable  to
Qualified Retirement Plans (including IRAs),  Annuities,  and Modified Endowment
Contracts), Form 8606 and IRS Publication 590.

IRA/SEP/SIMPLE/ROTH                    QD-6
ANNUITY III-P; 2/98
<PAGE>
TAX  FILING-ROTH  IRA:  It is  your  responsibility  to  keep  records  of  your
contributions  to a Roth IRA and to file  any  income  tax  forms  the  Internal
Revenue  Service  may  require  of you as a Roth IRA  owner.  You may need  this
information to calculate your taxable  income when  distributions  from the Roth
IRA begin.

TAX  ADVICE:  AVLIC  is  providing  this  general  information  as  required  by
regulations issued under the Internal Revenue Code and assumes no responsibility
for its  application  to your  particular  tax  situation.  Please  consult your
personal tax advisor regarding specific questions you may have.

With  respect to ROTH IRAS,  you  should be aware  that  Congress  has before it
legislation that would substantially  revise the rules relating to distributions
from and  conversions  to Roth IRAs  which may apply  retroactive  to January 1,
1998.  Because  of  this,  you  should  consult  with  a tax  advisor  prior  to
establishing,  making contributions to, or taking distributions from a Roth IRA,
to ensure that you receive the tax result you anticipate.

ADDITIONAL INFORMATION: You may obtain more information about IRA Plans from any
district office of the IRS and IRS Publication 590.

PART IV.  STATUS OF AMERITAS IRA PLAN:

INTERNAL REVENUE SERVICE APPROVAL LETTER:  AVLIC has received  approval from the
Internal  Revenue Service as to the form of OVERTURE  ANNUITY III-P (Form 4786),
for use in funding  Regular IRA plans.  It has also been approved as to form for
use in funding a SIMPLE IRA. It has not, however,  been submitted to the IRS for
approval  of its use as a Roth IRA,  but it is  expected  that it will be in due
course.  You may be required to accept a revised Roth IRA endorsement if the IRS
requires  changes to your issued Roth IRA  endorsement  during the IRS  approval
process. Such approval, when received, is a determination only as to the form of
the Annuity  Contract,  and does not represent a determination  of the merits of
the annuity.

PART V.  FINANCIAL DISCLOSURE:

The  following  is a  general  description  and  required  financial  disclosure
information for the variable annuity product, OVERTURE ANNUITY III-P (Form 4786)
offered by AVLIC, hereafter referred to as the policy.

In order for you to achieve your retirement  objectives,  you should be prepared
to make  your IRA Plan a long  term  savings  program.  An IRA is not  suited to
short-term savings,  nor was it intended to be by Congress,  as indicated by the
general rule that penalties apply to withdrawals  before age 59 1/2,  subject to
certain exceptions (see PART III;  PREMATURE IRA  DISTRIBUTIONS).  However,  you
should be aware of the values in your IRA Plan during the early years as well as
at retirement.

Prior to the annuity date,  the policy  allows you to accumulate  funds based on
the  investment  experience of the assets  underlying the policy in the Separate
Account or the Fixed Account.  Currently, the assets which underlie the Separate
Account are invested exclusively in shares of mutual funds, the "Funds", managed
or  administered  by  several  fund  managers.  Each of the  Subaccounts  of the
Separate Account invest solely in the corresponding  portfolio of the Funds. The
assets of each portfolio are held separately from the other  portfolios and each
has distinct  investment  objectives  which are  described  in the  accompanying
prospectus  for the Funds which you would have received when making the purchase
of your  annuity.  The  accumulation  value of your IRA  Plan  allocated  to the
Separate Account will vary in accordance with the investment  performance of the
Subaccounts you selected.  Therefore,  for assets in the Separate  Account,  you
bear the entire investment risk prior to the annuity date.

Premium  payments and subsequent  allocations to the Fixed Account are placed in
the general account of AVLIC which supports  insurance and annuity  obligations.
Policyowners  are paid  interest on the amounts  placed in the Fixed  Account at
guaranteed rates (3.5%) or at higher rates declared by AVLIC.

ACCUMULATION  VALUE: On the effective date, the accumulation value of the policy
is equal to the  premium  received,  reduced by any  applicable  premium  taxes.
Thereafter,  the accumulation  value of the policy is determined as of the close
of trading on the New York Stock  Exchange on each valuation date by multiplying
the number of accumulation  units for each Subaccount  credited to the policy by
the current value of an accumulation unit for each Subaccount, and by adding the
amount  deposited in the Fixed Account,  plus interest.  The current value of an
accumulation  unit  reflects the increase or decrease in value due to investment
results of the Subaccount and certain charges, as described below. The number of
accumulation units credited to the policy is decreased by any annual policy fee,
any withdrawals and any charges upon  withdrawal  and, upon  annuitization,  any
applicable premium taxes and charges.

A valuation period is the period between  successive  valuation dates. It begins
at the close of trading on the New York Stock  Exchange on each  valuation  date
and ends at the  close of  trading  on the next  succeeding  valuation  date.  A
valuation  date is each  day  that  the New  York  Stock  Exchange  is open  for
business.

The accumulation  value is expected to change from valuation period to valuation
period,  reflecting the net investment  experience of the selected portfolios of
the Funds,  interest earned in the Fixed Account,  additional  premium payments,
partial  withdrawals,  as well as the deduction of any applicable  charges under
the  policy.  GROWTH  IN THE  ACCUMULATION  VALUE  BASED ON  INVESTMENTS  IN THE
SEPARATE ACCOUNT IS NEITHER GUARANTEED NOR PROJECTED.

VALUE OF  ACCUMULATION  UNITS:  The  accumulation  units of each  Subaccount are
valued  separately.  The value of an accumulation unit may change each valuation
period  according to the net investment  performance of the shares  purchased by
each  Subaccount and the daily charge under the policy for mortality and expense
risks, any daily  administrative  fee, and if applicable,  any federal and state
income tax charges.

CASH SURRENDER VALUE: The amount available for full or partial withdrawal, which
is the  accumulation  value  less any  contingent  deferred  sales  charge,  any
applicable  premium  taxes,  and, in the case of a full  withdrawal,  the annual
policy fee.

ANNUAL POLICY FEE: An annual policy fee of $36, $30 in North Dakota, is deducted
from the  accumulation  value on the last valuation date of each policy year and
on a full  withdrawal if between policy  anniversaries.  This charge  reimburses
AVLIC for the administrative  costs of maintaining the policy on AVLIC's system.
This  charge  may be  increased  to a  maximum  of $40  and  may be  reduced  or
eliminated. AVLIC currently waives this charge if the accumulation value of your
policy is at least $50,000.

DAILY  ADMINISTRATIVE  FEE:  A daily  charge  at an  annual  rate of .15% of the
accumulation  value.  This  charge  is  subtracted  when  determining  the daily
accumulation unit value.  This charge,  which is guaranteed not to be increased,
is  designed  to  reimburse  AVLIC  for  administrative   expenses  incurred  in
connection with issuing the policy and ongoing administrative  expenses incurred
in connection  with  servicing and  maintaining  the  policies.  These  expenses
include the cost of processing the application and premium payment, establishing
policy records,  processing and servicing owner transactions and policy changes,
recordkeeping,  preparing and mailing reports,  processing death benefit claims,
and overhead costs.

                                       QD-7                 IRA/SEP/SIMPLE/ROTH
                                                            ANNUITY III-P; 2/98
<PAGE>
MORTALITY  AND EXPENSE RISK CHARGE:  AVLIC imposes a charge to compensate it for
bearing  certain  mortality and expense  risks under the policies.  For assuming
these risks,  AVLIC makes a daily charge equal to an annual rate of 1.25% of the
value of the average daily net assets of the Account.  This charge is subtracted
when determining the daily  accumulation unit value.  AVLIC guarantees that this
charge will never  increase.  If this charge is  insufficient  to cover  assumed
risks, the loss will fall on AVLIC.  Conversely,  if the charge proves more than
sufficient,  any  excess  will be added to AVLIC's  surplus.  No  mortality  and
expense risk charge is imposed on the Fixed Account.

TAXES: AVLIC will, where such taxes are imposed by state law upon the receipt of
a premium  payment,  deduct  premium  taxes.  If premium  taxes are imposed upon
annuitization,  AVLIC  will  deduct  applicable  premium  taxes  at  that  time.
Applicable  premium  tax rates  depend  upon such  factors as the  policyowner's
current  state of residency,  and the insurance  laws and the status of AVLIC in
states where premium taxes are incurred.  Currently, premium taxes range from 0%
to 3.5% of the premium paid.  Applicable premium tax rates are subject to change
by legislation, administrative interpretations, or judicial acts. The owner will
be notified of any applicable premium taxes.

PARTIAL AND FULL WITHDRAWALS:  The owner may make a partial or a full withdrawal
of the  policy  to  receive  part or all of the  accumulation  value  (less  any
applicable charges), at any time before the annuity date and while the annuitant
is living,  by sending a written  request to AVLIC.  Partial  withdrawals may be
either systematic or elective.  Systematic  withdrawals provide for an automatic
withdrawal,  whereas,  each  elective  withdrawal  must be elected by the owner.
Systematic   partial   withdrawals  are  available  on  a  monthly,   quarterly,
semi-annual or annual mode. This  withdrawal  right may be restricted by Section
403(b)(11)  of the Internal  Revenue  Code if the annuity is used in  connection
with a Section 403(b)  retirement  plan. No partial or full  withdrawals  may be
made after the annuity date except as  permitted  under the  particular  annuity
option.  The amount  available for a full or partial  withdrawal (cash surrender
value) is the accumulation value at the end of the valuation period during which
the written  request for withdrawal is received,  less any  contingent  deferred
sales  charge,  any  applicable  premium  taxes,  and  in  the  case  of a  full
withdrawal,  less the annual policy fee that would be due on the last  valuation
date of the policy year. The cash  surrender  value may be paid in a lump sum to
the  owner,  or, if  elected,  all or any part may be paid out under an  annuity
income option.

CONTINGENT DEFERRED SALES CHARGE:  Since no deduction for a sales charge is made
from the premium  payment,  a  contingent  deferred  sales  charge is imposed on
certain partial and full withdrawals,  and upon certain  annuitizations to cover
certain  expenses  relating  to  the  distribution  of the  policies,  including
commissions to registered representatives and other promotional expenses.

Total  withdrawals  in a policy year which  exceed the greater of: 1) 10% of the
accumulation  value  at the time of the  withdrawal,  or 2) any  portion  of the
accumulation  value which exceeds the total premium deposit will be subject to a
contingent deferred sales charge (withdrawal charge).  Contingent deferred sales
charges are assessed  only on premiums paid based upon the number of years since
the policy year in which the  premiums  withdrawn  were paid,  on a  first-paid,
first-withdrawn basis.

Where a partial or full  withdrawal  is taken or amounts  are  applied  under an
annuity option,  the amount withdrawn or annuitized (less any amount entitled to
the free  withdrawal)  will be subject to a  contingent  deferred  sales  charge
expressed in the following manner:

The charge will be a percentage of the premium payments withdrawn or annuitized.

            CHARGE AS A % OF                        YEARS SINCE RECEIPT OF
          EACH PREMIUM PAYMENT                       EACH PREMIUM PAYMENT

                    6                                         1
                    6                                         2
                    6                                         3
                    5                                         4
                    4                                         5
                    3                                         6
                    2                                         7
                    0                                         8+


In the case of a partial  withdrawal or annuitization,  the contingent  deferred
sales charge will be deducted from the amounts  remaining under the policy.  The
charge will be allocated  pro rata among the  Subaccounts  or the Fixed  Account
based on the accumulation value in each prior to the withdrawal or annuitization
unless an owner requests a partial  withdrawal or annuitization  from particular
Subaccounts  or the Fixed  Account,  in which case the charge will be  allocated
among  those  Subaccounts  or the  Fixed  Account  in  the  same  manner  as the
withdrawal.  In the case of a full withdrawal or  annuitization,  the contingent
deferred sales charge is deducted from the amount paid to the owner.  Contingent
deferred sales charges will not be imposed on certain withdrawals if the amounts
withdrawn are applied under annuity income option c or d.

SALES  COMMISSIONS:  No deductions are made from the premium  payments for sales
charges.  Compensation  to the sales  force is a maximum  6.5% based on premiums
paid.  To  offset  the  costs  of  compensation  and  distribution  expenses,  a
contingent  deferred  sales  charge as  described  above is  imposed  on certain
partial and full withdrawals.

                                       QD-8                  IRA/SEP/SIMPLE/ROTH
                                                             ANNUITY III-P; 2/98
<PAGE>
Ameritas Variable Life     EMPLOYEE BENEFIT PLAN
Insurance Company Logo     INFORMATION STATEMENT
                              401(A) PENSION/PROFIT SHARING PLANS
                              403(B) ERISA PLANS
- --------------------------------------------------------------------------------

For  purchasers of a 401(a)  Pension/Profit  Sharing Plan, or 403(b) ERISA Plan,
the purpose of this  statement is to inform you as an  independent  Fiduciary of
the Employee  Benefit Plan, of the Sales  Representative's  relationship  to and
compensation from Ameritas  Variable Life Insurance Company (AVLIC),  as well as
to describe  certain fees and charges  under the OVERTURE  ANNUITY  III-P Policy
being purchased from the Sales Representative.

The Sales Representative is appointed with AVLIC as its Sales Representative and
is  a  Securities  Registered  Representative.   In  this  position,  the  Sales
Representative  is  employed  to procure  and submit to AVLIC  applications  for
contracts, including applications for OVERTURE ANNUITY III-P.

COMMISSIONS, FEES AND CHARGES

The  following  commissions,  fees and charges  apply to OVERTURE  ANNUITY III-P
(policy):

SALES  COMMISSION:  No deductions  are made from the premium  payments for sales
charges.  Compensation to the Sales Representative's  Broker/Dealer is a maximum
of up to 6.5% based on premiums  paid. To offset the costs of  compensation  and
distribution  expenses, a contingent deferred sales charge as described below is
imposed on certain partial and full withdrawals.

ANNUAL POLICY FEE: An annual policy fee of $36, $30 in North Dakota, is deducted
from the  accumulation  value in the policy on the last  valuation  date of each
policy year or on a full withdrawal if between policy anniversaries. This charge
reimburses  AVLIC for the  administrative  costs of  maintaining  the  policy on
AVLIC's  system.  This  charge may be  increased  to a maximum of $40 and may be
reduced or eliminated.  AVLIC currently  waives this charge if the  accumulation
value of your policy is at least $50,000.

DAILY  ADMINISTRATIVE FEE: The administrative fee is a daily charge at an annual
rate  of  .15%  of the  accumulation  value.  This  charge  is  subtracted  when
determining the daily  accumulation unit value. This charge is guaranteed not to
increase  and is  designed to  reimburse  AVLIC for  administrative  expenses of
issuing, servicing and maintaining the policies. AVLIC does not expect to make a
profit on either of these fees.

MORTALITY  AND EXPENSE RISK CHARGE:  AVLIC imposes a charge to compensate it for
bearing  certain  mortality and expense risks under the policies.  AVLIC makes a
daily charge equal to an annual rate of 1.25% of the value of the average  daily
net assets of the Account  under the policies.  This charge is  subtracted  when
determining the daily accumulation unit value. AVLIC guarantees that this charge
will never increase.  If this charge is insufficient to cover assumed risks, the
loss will fall on AVLIC. Conversely,  if the charge proves more than sufficient,
any excess will be added to AVLIC's  surplus.  No  mortality  and  expense  risk
charge is imposed on the Fixed Account.

PARTIAL  AND FULL  WITHDRAWALS:  The  policyowner  may make a partial  or a full
withdrawal of the policy to receive part or all of the accumulation  value (less
any  applicable  charges),  at any time  before the  annuity  date and while the
annuitant is living by sending a written request to AVLIC.  Partial  withdrawals
may be either  systematic  or elective.  Systematic  withdrawals  provide for an
automatic  withdrawal,  whereas, each elective withdrawal must be elected by the
owner.  Systematic  partial  withdrawals are available on a monthly,  quarterly,
semi-annual or annual mode. No partial or full withdrawals may be made after the
annuity date except as permitted under the particular annuity option. The amount
available  for  partial  or  full  withdrawal  (cash  surrender  value)  is  the
accumulation  value at the end of the valuation  period during which the written
request for withdrawal is received,  less any contingent  deferred sales charge,
any applicable  premium taxes, and in the case of a full withdrawal,  the annual
policy fee that would be due on the last  valuation date of the policy year. The
cash surrender value may be paid in a lump sum to the owner, or if elected,  all
or any part may be paid out under an annuity income option.

CONTINGENT DEFERRED SALES CHARGE:  Since no deduction for a sales charge is made
from the premium  payment(s),  a  contingent  deferred  sales  charge is imposed
unless  waived  on  certain  partial  and full  withdrawals,  and  upon  certain
annuitizations  to cover  expenses  relating to Registered  Representatives  and
promotional expenses.

Total  withdrawals  in a policy year which exceed the greater of: (1) 10% of the
accumulation  value at the time of the  withdrawal,  or (2) any  portion  of the
accumulation  value which exceeds the total premium deposit will be subject to a
contingent deferred sales charge. Contingent deferred sales charges are assessed
only on  premiums  paid based upon the number of years  since the policy year in
which the premiums withdrawn were paid, on a first-paid, first-withdrawn basis.

Where a partial or full  withdrawal  is taken or amounts  are  applied  under an
annuity option,  the amount withdrawn or annuitized (less any amount entitled to
the free  withdrawal)  will be subject to a  contingent  deferred  sales  charge
expressed as a percentage  of the premium  payments  withdrawn or  annuitized as
follows:

       CHARGE AS A % OF EACH            YEARS SINCE RECEIPT OF
           PREMIUM PAYMENT             EACH PREMIUM PAYMENT

                  6                                1
                  6                                2
                  6                                3
                  5                                4
                  4                                5
                  3                                6
                  2                                7
                  0                                8 +




                                       QD-9                              Pension
<PAGE>
In the case of a partial  withdrawal or annuitization,  the contingent  deferred
sales charge will be deducted from the amounts  remaining under the policy.  The
charge will be allocated  pro rata among the  Subaccounts  or the Fixed  Account
based on the accumulation value in each prior to the withdrawal or annuitization
unless an owner requests a partial  withdrawal or annuitization  from particular
Subaccounts  or the Fixed  Account,  in which case the charge will be  allocated
among  those  Subaccounts  or the  Fixed  Account  in  the  same  manner  as the
withdrawal.  In the case of a full withdrawal or  annuitization,  the contingent
deferred sales charge is deducted from the amount paid to the owner.  Contingent
deferred sales charges will not be imposed on certain withdrawals if the amounts
withdrawn are applied under annuity income option c or d.

TAXES: AVLIC will deduct premium taxes upon receipt of a premium payment or upon
annuitization  depending  upon the requirements  of the law of the  state of the
policyowner's residence.  Currently,  premium taxes range from 0% to 3.5% of the
premium  paid,  but  are  subject  to  change  by  legislation,   administrative
interpretations, or judicial act.

FUND INVESTMENT ADVISORY FEES AND EXPENSES: At the direction of the policyowner,
the Separate  Account VA-2  purchases  shares of Funds which are  available  for
investment  under this policy.  The net assets of the Separate Account VA-2 will
reflect the value of the Fund shares and therefore, investment advisory fees and
other expenses of the Funds.  A complete  description of these fees and expenses
is contained in the Funds' Prospectuses.


        403(B) TAX SHELTERED ANNUITY (TSA) PLANS-WITHDRAWAL RESTRICTIONS
- --------------------------------------------------------------------------------

For  purchasers  of a 403(b) Tax  Sheltered  Annuity (TSA) Plan, or 403(b) ERISA
Plan,  the purpose of this  statement is to inform you, as the  purchaser of the
annuity or as the Fiduciary of an Employee  Benefit Plan purchasing the annuity,
of the following  distribution  limitations,  notwithstanding policy language to
the contrary. If this policy is purchased by the policyowner or his/her employer
as part of a retirement plan under Internal  Revenue Code  (IRC)Section  403(b),
distributions under the policy are limited as follows:

1.   Distributions  attributable  to  contributions  made and interest  accruing
     after December 3l, 1988,  pursuant to a salary  reduction  agreement within
     the meaning of IRC Section 402(g)(3)(c) may be paid only:

     (A)  when the employee attains age 59 1/2, separates from service, dies, or
          becomes disabled within the meaning of IRC Section 72(m)(7); or

     (B)  in the case of hardship.  (Hardship distributions may not be made from
          any income earned after December 31, 1988,  which is  attributable  to
          salary reduction contributions regardless of when the salary reduction
          contributions were made).

2.   Distributions attributable to funds transferred from IRC Section  403(b)(7)
     custodial account may be paid or made available only:

     (A)  When the employee attains age 59 1/2, separates from service,  dies or
          becomes disabled within the meaning of IRC Section 72(m)(7); or

     (B)  in the  case  of  financial  hardship.  Distributions  on  account  of
          financial  hardship  will  be  permitted  only  with  respect  to  the
          following amounts:

          (I)    benefits  accrued as of December  31, 1988, but not earnings on
                 those amounts subsequent to that date.

          (ii)   contributions  made  pursuant to a salary  reduction  agreement
                 within the meaning of IRC Section  3121(a)(1)(D) after December
                 31, 1988, but not as to earnings on those contributions.

                                       QD-10                                 TSA
<PAGE>
Part B                                                 Registration No. 33-98848



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                              SEPARATE ACCOUNT VA-2

                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR

                    FLEXIBLE PREMIUM VARIABLE ANNUITY POLICY

                                   Offered by

                    Ameritas Variable Life Insurance Company
                           (A Nebraska Stock Company)
                                 5900 "O" Street
                             Lincoln, Nebraska 68510

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


         This  Statement  of  Additional   Information   expands  upon  subjects
discussed in the current  Prospectus for the Flexible  Premium  Variable Annuity
Policy ("Policy") offered by Ameritas Variable Life Insurance Company ("AVLIC").
You may obtain a copy of the Prospectus  dated May 1, 1998, by writing  Ameritas
Variable Life Insurance Company,  5900 "O" Street,  Lincoln,  Nebraska 68510, or
calling, 1-800-745-1112. Terms used in the current Prospectus for the Policy are
incorporated in this Statement. 

         THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD
BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE POLICY.

         Dated:  May 1, 1998.

<PAGE>
                                TABLE OF CONTENTS

GENERAL INFORMATION AND HISTORY ......................................  2
- -------------------------------

THE POLICY ...........................................................  2
- ----------
          Accumulation Value..........................................  2
          ------------------
 
          Value of Accumulation Units ................................  2
          ---------------------------

          Calculation of Performance Data ............................  2
          -------------------------------

GENERAL MATTERS.......................................................  6
- ---------------

          The Policy .................................................  6
          ----------

          Non-Participating ..........................................  6
          -----------------

          Assignment .................................................  6
          ----------

          Annuity Data ...............................................  6
          ------------

          Ownership ..................................................  6
          ---------

          Joint Annuitant ............................................  7
          ---------------

          IRS Required Distributions .................................  7
          --------------------------

FEDERAL TAX MATTERS ..................................................  7
- -------------------

          Taxation of AVLIC ..........................................  7
          -----------------

          Tax Status of the Policies .................................  7
          --------------------------

          Qualified Policies .........................................  7
          ------------------  

DISTRIBUTION OF THE POLICY ...........................................  8
- --------------------------

SAFEKEEPING OF SEPARATE ACCOUNT ASSETS ...............................  8
- --------------------------------------

AVLIC ................................................................. 8
- -----

STATE REGULATION .....................................................  8
- ----------------

LEGAL MATTERS ........................................................  8
- -------------

EXPERTS ..............................................................  8
- -------

OTHER INFORMATION ....................................................  9
- -----------------

FINANCIAL STATEMENTS..................................................  9
- --------------------

                                      -1-

<PAGE>
GENERAL INFORMATION AND HISTORY:
- --------------------------------

        In order to supplement the description in the Prospectus,  the following
provides additional information concerning AVLIC and its history.

            As of April 1,  1996,  AVLIC is a  wholly owned  subsidiary  of AMAL
            Corporation,  a Nebraska stock company.  AMAL Corporation is a joint
            venture of Ameritas Life Insurance Corp. (Ameritas Life), which owns
            a majority interest in AMAL  Corporation;  and AmerUs Life Insurance
            Company (AmerUs Life), an Iowa stock life insurance  company,  which
            owns a minority interest in AMAL Corporation.

            AVLIC may publish in advertisements and reports to policyowners, the
            ratings and other information assigned it by one or more independent
            rating  services.  The  purpose of the  ratings  are to reflect  the
            financial strength and/or claims-paying ability of AVLIC.

THE POLICY
- ----------

      In order to supplement the  description in the  Prospectus,  the following
provides additional information about the Policy which may be of interest to the
owners.

Accumulation Value
- ------------------

      The Accumulation Value of a Policy on each valuation date is equal to:

      (1)   the  aggregate  of the  values  attributable  to the  Policy in each
            Subaccount on the valuation date,  determined for each Subaccount by
            multiplying the Subaccount's  accumulation  unit value by the number
            of the Subaccount  accumulation units allocated to the Policy and/or
            the net allocation plus interest in the Fixed Account; plus;

      (2)   the amount deposited in the Fixed Account, plus interest; less

      (3)   any partial withdrawal, and its charge,  made on the valuation date;
            less

      (4)   any annual policy fee deducted on that valuation  date. In computing
            the accumulation value, the number of Subaccount  accumulation units
            allocated to the Policy is determined  after any transfer  among the
            Subaccounts.

Value of Accumulation Units
- ---------------------------

      The value of each Subaccount's  accumulation units reflects the investment
performance of that Subaccount.  The accumulation  unit value of each Subaccount
shall be calculated by:

      (1)   multiplying the per share net asset value of the corresponding  Fund
            portfolio on the valuation  date by the number of shares held by the
            Subaccount,  before the purchase or redemption of any shares on that
            date; minus

      (2)   a daily charge of .003415% (equivalent to an annual rate of 1.25% of
            the average daily net assets) for mortality and expense risks; minus

      (3)   a daily charge of .0004098% (equivalent to an annual rate of .15% of
            the average daily net assets) as daily administrative fee; minus

      (4)   any applicable charge for federal and state income taxes, if any; 
            and

      (5)   dividing the result by the total number of accumulation units held
            in the Subaccount on the valuation date, before the purchase or 
            redemption of any units on that date.

Calculation of Performance Data
- -------------------------------

      As disclosed in the prospectus,  premium payments  will  be  allocated  to
Separate Account VA-2 which has twenty-six Subaccounts,  with the assets of each
invested in corresponding  portfolios of the Variable Insurance Products Fund or
the Variable Insurance Products Fund II (collectively the "Fidelity Funds"), the
Alger  American  Fund , the MFS Variable  Insurance  Trust,  the Morgan  Stanley
Universal Funds ("The Funds"), or to the Fixed Account.  From time to time AVLIC
will advertise the performance data of the portfolios of the Funds.

      Fidelity  Management &  Research Company (Fidelity) is the manager of  the
Fidelity Funds. It maintains a large staff of experienced  investment  personnel
and a full  complement of related support  facilities.  Alger American Funds are
managed by Fred Alger Management,  Inc. It stresses  proprietary research by its
large  research team that follows  approximately  1400  companies.  MFS Variable
Insurance Trust is advised by Massachusetts  Financial Services Company.  MFS is
America's oldest mutual fund organization.  Morgan Stanley Universal Funds, Inc.
are managed by Morgan Stanley Asset Management Inc.

                                      -2-
<PAGE>
      Performance information for any subaccount may be compared, in reports and
advertising  to: (1) the  Standard & Poor's 500 Stock  Index ("S & P 500").  Dow
Jones Industrial Average ("DJIA"),  Donahue Money Market Institutional Averages;
(2) other  variable  annuity  separate  accounts  or other  investment  products
tracked by Lipper Analytical  Services or the Variable Annuity Research and Data
Service,  widely used  independent  research  firms which rank mutual  funds and
other investment companies by overall performance,  investment  objectives,  and
assets;  and (3) the Consumer  Price Index (measure for inflation) to assess the
real rate of return  from an  investment  in a contract.  Unmanaged  indices may
assume the reinvestment of dividends but generally do not reflect deductions for
annuity charges and investment management costs.

      Total  returns,  yields and other  performance  information  may be quoted
numerically  or  in  a  table,  graph,  or  similar  illustration.  Reports  and
advertising may also contain other information  including (i) the ranking of any
subaccount  derived from rankings of variable annuity separate accounts or other
investment  products tracked by Lipper  Analytical Series or by rating services,
companies,  publications  or other persons who rank  separate  accounts or other
investment  products  on overall  performance  or other  criteria,  and (ii) the
effect of tax deferred  compounding on a  subaccount's  investment  returns,  or
returns in general,  which may be illustrated by graphs,  charts,  or otherwise,
and which may include a  comparison,  at various  points in time,  of the return
from an investment in a contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a taxable basis.

     Standardized  average  annual total returns will be provided for the period
since the subaccounts have been offered in the Separate  Account.  The Contracts
have  been  offered  since  May 1,  1996.  However,  total  return  data  may be
advertised based on the period of time that the underlying  portfolios have been
in  existence.  The results for any period prior to the Contract  being  offered
will be calculated  as if the  Contracts had been offered  during that period of
time,  with all charges  assumed to be those  applicable to the  Contracts.  The
tables  below  are  established  to  demonstrate  performance  results  for each
underlying  portfolio with charges  deducted at the Separate Account level as if
the  policy  had  been in force  from the  commencement  of the  portfolio.  The
performance  information is based on the historical investment experience of the
underlying portfolios and does not indicate or represent future performance.

Total Return
- ------------
      Total returns quoted in advertising  reflect all aspects of a subaccount's
return,  including the  automatic  reinvestment  by the separate  account of all
distributions and any change in the subaccount's value over the period.  Average
annual returns are calculated by determining the growth or decline in value of a
hypothetical  historical  investment in the subaccount over a stated period, and
then  calculating  the  annually  compounded  percentage  rate that  would  have
produced  the same  result if the rate of growth  or  decline  in value had been
constant  over the period.  For example,  a  cumulative  return of 100% over ten
years would  produce an average  annual return of 7.18% which is the steady rate
that would equal 100% grown on a compounded  basis in ten years.  While  average
annual  returns are a  convenient  means of comparing  investment  alternatives,
investors should realize that the subaccount's  performance is not constant over
time, but changes from year to year,  and that average annual returns  represent
averaged  figures  as  opposed  to  the  actual  year-to-year  performance  of a
subaccount.

     The  subaccounts  will quote  average  annual  returns for the period since
offered in the Separate Account, after deducting charges at the Separate Account
level.  The average annual total returns will be computed by finding the average
annual  compounded rates of return over a period of one, five and ten years (or,
if less, up to the life of the portfolio),  that would equate the initial amount
invested to the withdrawal value, in accordance with the following formula:  P(1
+ T)SUP n = ERV where P is a hypothetical investment payment of $1,000, T is the
average annual total return, n is the number of years, and ERV is the withdrawal
value  at the  end of  the  periods  shown.  This  formula  is  used  to  obtain
standardized average annual total return. The returns will reflect the mortality
and expense risk charge (1.25% on an annual basis),  daily administrative fee at
an annual  rate of .15% and the annual  policy  fee.  Table 1 shows the  average
annual total return on a hypothetical investment in the subaccounts for the last
year,  five  years,  and ten  years if  applicable  (or  from the date  that the
subaccount  began  operations if less), for the period ending December 31, 1997.
Since the contract is intended as a long-term product,  the table also shows the
average  annual  total  return  assuming  that no money was  withdrawn  from the
contract.  The  first  column  shows  the  average  annual  total  return if you
surrender  the  contract at the end of the period,  the second  column shows the
average annual return if you do not surrender the contract.



            AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDING ON 12/31/97

<TABLE>
<CAPTION>
                                                                                                Ten Year or
                                                                                              Since Offered in
                                              One Year                   Five Year            Separate Account
                   Subaccount         Surrender                  Surrender                 Surrender
                   Inception Date     Contracts     Continue     Contracts    Continue     Contracts     Continue
                   ---------------------------------------------------------------------------------------------------

Portfolios
- ----------

Fidelity VIP
- ------------
<S>                       <C>           <C>         <C>           <C>          <C>           <C>         <C>
Equity-Income              10-23-87      16.74%      22.74%        15.13%       15.58%       11.24%*     11.24%*
Growth                     10-23-87      12.17%      18.17%        12.88%       13.37%       11.81%*     11.81%*
High Income                10-23-87       6.44%      12.44%         8.64%        9.21%        6.86%*      6.86%*
Overseas                   10-23-87       0.41%       6.41%         9.15%        9.71%        4.83%*      4.83%*
Fidelity VIP II
- ---------------
Asset Manager              12-01-89       9.39%      15.39%         7.60%        8.19%        8.33%       8.33%
Inv. Grade Bond            06-01-91      -2.05%       3.95%         1.39%        2.14%        2.35%       2.35%
Asset Manager:
    Growth                 08-01-95      13.81%      19.81%           NA          NA         12.39%      13.96%
Index 500                  08-01-95      21.27%      27.27%           NA          NA          9.18%       9.94%
Contrafund                 08-01-95      12.83%      18.83%           NA          NA         11.20%      12.79%

</TABLE>
                                      -3-

<PAGE>
<TABLE>
<CAPTION>

                             AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDING ON 12/31/97

                                                                                               Ten Year or
                                                                                             Since Offered in
                                                One Year                   Five Year         Separate Account
                      Subaccount         Surrender                  Surrender              Surrender
                      Inception Date     Contracts     Continue     Contracts  Continue    Contracts     Continue
                      -------------------------------------------------------------------------------------------  

    Portfolios
    ---------- 

Alger American Fund
- -------------------
<S>                        <C>           <C>          <C>           <C>        <C>           <C>         <C>
 Growth                     05-01-92      14.40%       20.40%        14.25%     14.72%        9.76%       9.92%
 Income and Growth          05-01-92      24.80%       30.80%        11.89%     12.40%        7.57%       7.75%
 Small Capitalization       05-01-92       0.25%        6.25%         7.31%      7.90%        6.41%       6.60%
 Balanced                   05-01-93       8.56%       14.56%          NA         NA          4.61%       4.95%
 MidCap Growth              05-01-93       3.81%        9.81%          NA         NA         17.60%      18.07%
 Leveraged AllCap           08-01-95       8.42%       14.42%          NA         NA          8.80%      10.51%
MFS Variable Ins. Trust
- -----------------------
 Emerging Growth            08-01-95      10.62%       16.62%          NA         NA         17.26%      19.19%
 Utilities                  08-01-95      20.29%       26.29%          NA         NA         16.43%      17.89%
 World Governments          08-01-95     -12.10%       -6.10%          NA         NA         -3.25%      -1.45%
 Research                   05-01-97        NA           NA            NA         NA          4.14%       6.43%
 Growth With Income         05-01-97        NA           NA            NA         NA          6.41%       8.87%
Morgan Stanley Universal Funds, Inc.
- ------------------------------------
 Emerging Markets Equity    05-01-97        NA           NA            NA         NA        -13.32%       8.38%
 Global Equity              05-01-97        NA           NA            NA         NA          9.28%      15.32%
 International Magnum       05-01-97        NA           NA            NA         NA         -4.59%       1.45%
 Asian Equity               05-01-97        NA           NA            NA         NA        -55.27%     -48.89%
 U.S. Real Estate           05-01-97        NA           NA            NA         NA         20.56%      28.06%
</TABLE>


* 10 Year Figure


Performance
- -----------

     Quotations  of  average  annual  total  return  may  also  be  shown  for a
subaccount  for periods prior to the date the portfolio was offered  through the
Separate  Account,  based upon the actual  historical  performance of the mutual
fund portfolio in which that subaccount invests.  This information  reflects all
actual  charges and  deductions  of the mutual fund  portfolio  and all Separate
Account   charges  and   deductions,   with  respect  to  the  Contracts,   that
hypothetically  would have been made had the Separate  Account,  with respect to
the  Contracts,  been  invested  in  these  portfolios  for  all of the  periods
indicated. This is calculated in a manner similar to standardized average annual
total  return,  except  the total  return is based on an initial  investment  of
$30,000.

     Table 2 shows the  historical  average annual total return on an investment
in the subaccounts for the last year, five years, and ten years (or, if less, up
to the life of the portfolio) for the period ending December 31, 1997.

      HISTORICAL AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDING ON 12/31/97

<TABLE>
<CAPTION>

                                                                                        10 Years or
                                       One Year                  Five Year              Life of Fund
                               Surrender                 Surrender                 Surrender
                               Contracts   Continue      Contracts   Continue      Contracts     Continue
                               --------------------------------------------------------------------------
Portfolios
- ----------

Fidelity VIP
- ------------
<S>                             <C>         <C>          <C>         <C>          <C>            <C>
Equity-Income                    20.22%      26.22%       18.02%      18.43%        15.04%*       15.04%*
Growth                           15.65%      21.65%       15.86%      16.30%        15.51%*       15.51%*
High Income                       9.92%      15.92%       11.74%      12.24%        11.17%*       11.17%*
Overseas                          3.89%       9.89%       11.95%      12.46%         7.98%*        7.98%*
Fidelity VIP II
- ---------------
Asset Manager                    12.86%      18.86%       10.80%      11.33%        11.11%        11.11%
Inv. Grade Bond                   1.43%       7.43%        4.86%       5.51%         6.70%         6.70%
Asset Manager:  Growth           17.29%      23.29%        NA          NA           19.91%        21.29%
Index 500                        24.75%      30.75%       17.75%      18.17%        17.86%        18.13%
Contrafund                       16.31%       22.31%       NA          NA           25.06%        26.33%
Alger American Fund
- -------------------
 Growth                          17.88%      23.88%       17.14%      17.56%        17.79%        17.79%
 Income and Growth               28.28%      34.28%       15.23%      15.68%        12.14%        12.14%
 Small Capitalization             3.72%       9.72%       10.47%      11.00%        17.55%        17.55%
 Balanced                        12.04%      18.04%        9.66%      10.21%         8.27%         8.27%
 MidCap Growth                    7.29%      13.29%        NA          NA           19.91%        20.34%
 Leveraged AllCap                11.90%      17.90%        NA          NA           30.49%        31.70%
MFS Variable Ins. Trust
- -----------------------
 Emerging Growth                 14.10%      20.10%         NA          NA          19.86%        21.73%
 Utilities                       23.77%      29.77%         NA          NA          24.82%        26.09%
 World Governments              - 8.62%      -2.62%         NA          NA           2.05%         3.37%
 Research                        12.47%      18.47%         NA          NA          18.45%        20.36%
 Growth With Income              21.88%      27.88%         NA          NA          23.71%        25.76%
</TABLE>

                                      -4-
<PAGE>
<TABLE>
<CAPTION>

                                                                                      10 Years or
                                     One Year                 Five Year               Life of Fund
                               Surrender                  Surrender               Surrender
                               Contracts    Continue      Contracts   Continue    Contracts     Continue
                               -------------------------------------------------------------------------

Morgan Stanley Universal
- ------------------------
   Funds, Inc.
   -----------
<S>                               <C>        <C>           <C>         <C>        <C>           <C>
 Emerging Markets Equity          -7.22%     -1.22%         NA          NA          -7.84%        -2.97%
 Global Equity                     NA          NA           NA          NA          12.46%        18.50%
 International Magnum              NA          NA           NA          NA          -0.17%         5.87%
 Asian Equity                      NA          NA           NA          NA         -56.82%       -50.48%
 U.S. Real Estate                  NA          NA           NA          NA          12.95%        20.37%

</TABLE>

* 10 Year Figure

     In addition to average annual returns, the subaccounts may quote unaveraged
or  cumulative  total  returns  reflecting  the  simple  change  in  value of an
investment  over a stated  period.  The returns will reflect the  mortality  and
expense risk charge (1.25% on an annual basis),  daily  administration fee at an
annual rate of .15%,  and the annual policy fee.  Since the contract is intended
as a long-term  product,  the table shows the cumulative  total returns assuming
that no  money  was  withdrawn  from  contract.  Table 3  shows  the  historical
cumulative  total return on an investment in the  subaccounts for the last year,
five years, and ten years (or, if less, up to the life of the portfolio) for the
period ending December 31, 1997.

        HISTORICAL CUMULATIVE TOTAL RETURN FOR PERIOD ENDING ON 12/31/97

<TABLE>
<CAPTION>
                                                                                           10 Years or
                            Inception             One Year             Five Year           Life of Fund
                            ---------------------------------------------------------------------------
Portfolios
- ----------

Fidelity VIP
- ------------
<S>                           <C>                 <C>                  <C>                 <C>    
Equity-Income                  10/9/86             26.22%               132.94%             306.42%*
Growth                         10/9/86             21.65%               112.76%             323.29%*
High Income                    9/19/85             15.92%                78.16%             188.50%*
Overseas                       1/28/87              9.89%                79.87%             115.59%*
Fidelity VIP II
- ---------------
Asset Manager                   9/6/89             18.86%                71.03%             140.36%
Inv. Grade Bond                12/5/88              7.43%                30.76%              80.10%
Asset Manager:
    Growth                      1/3/95             23.29%                 NA                 78.25%
Index 500                      8/27/92             30.75%               130.40%             143.79%
Contrafund                      1/3/95             22.31%                 NA                101.37%
Alger American Fund
- -------------------
 Growth                         1/9/89             23.88%               124.55%             335.17%
 Income and Growth            11/15/88             34.28%               107.17%             184.81%
 Small Capitalization          9/21/88              9.72%                68.49%             348.52%
 Balanced                       9/5/89             18.04%                62.57%              93.80%
 MidCap Growth                  5/3/93             13.29%                 NA                137.27%
 Leveraged AllCap              1/25/95             17.90%                 NA                124.35%
MFS Variable Ins. Trust
- -----------------------
 Emerging Growth               7/24/95             20.10%                 NA                 61.61%
 Utilities                      1/3/95             29.77%                 NA                100.24%
 World Governments             6/14/94             -2.62%                 NA                 12.49%
 Research                      7/26/95             18.47%                 NA                 57.04%
 Growth With Income            10/9/95             27.88%                 NA                 66.72%
Morgan Stanley
- --------------
   Universal Funds, Inc.
- ------------------------
 Emerging Markets Equity       10/1/96             -1.22%                 NA                 -3.70%
 Global Equity                  1/2/97               NA                   NA                 18.39%
 International Magnum           1/2/97               NA                   NA                  5.83%
 Asian Equity                   3/3/97               NA                   NA                -44.20%
 U.S. Real Estate               3/3/97               NA                   NA                 16.64%
</TABLE>


Yields
- ------

     Some  subaccounts may also advertise  yields.  Yields quoted in advertising
reflect the change in value of an  investment  in the  subaccount  over a stated
period of time,  not taking into  account  capital  gains or losses.  Yields are
annualized  and stated as a percentage.  Yields do not reflect the impact of any
contingent deferred sales load.

      Current yield for Money Market subaccount reflects the income generated by
a subaccount over a 7 day period. Current yield is calculated by determining the
net change, exclusive of capital changes, in the value of a hypothetical account
having one  Accumulation  Unit at the beginning of the period  adjusting for the
maintenance  charge,  and dividing the difference by the value of the subaccount
at the  beginning  of the base  period to obtain  the base  period  return,  and
multiplying  the base period return by (365/7).  The  resulting  yield figure is
carried to the nearest  hundredth  of a percent.  Effective  yield 

                                      -5-

<PAGE>


for the Money Market  subaccount is  calculated  in a similar  manner to current
yield except that investment  income is assumed to be reinvested  throughout the
year at the 7 day rate.  Effective  yield is  obtained by taking the base period
returns as computed above, and then compounding the base period return by adding
1,  raising  the sum to a power equal to (365/7)  and  subtracting  one from the
result, according to the formula:


             Effective Yield = [(Base Period Return + 1) SUP 365/7] - 1.

Since the  reinvestment  of income is assumed in the  calculation  of  effective
yield, it will generally be higher than current yield.

      The net average yield for the 7-day period ended December 31, 1997 for the
Money Market Fund was 3.96% and the  effective  yield for the 7-day period ended
December 31, 1997 for the Money Market Fund was 4.05%. 

      Current  yield for  subaccounts  other  than the Money  Market  subaccount
reflects  the income  generated by a subaccount  over a 30-day  period.  Current
yield is calculated by dividing the net investment  income per accumulation unit
earned during the period by the maximum  offering price per unit on the last day
of the period, according to the formula:


                   YIELD =2[( FUNC{a-b} OVER cd+1) SUP 6 -1]


      Where a = net investment  income earned during the period by the portfolio
company attributable to shares owned by the subaccount, b = expenses accrued for
the period (net of reimbursements), c = the average daily number of accumulation
units  outstanding  during the period,  and d = the maximum  offering  price per
accumulation unit on the last day of the period.
The yield  reflects the  mortality and expense risk charge and the annual policy
fee.


GENERAL MATTERS
- ---------------
The Policy
- ----------

      The  Policy,  the  application,  any  supplemental  applications,  and any
amendments or endorsements  make up the entire contract.  All statements made in
the application, in the absence of fraud, are considered representations and not
warranties.  Only statements in the  application  that is attached to the Policy
and any supplemental  applications  made a part of the Policy when a change went
into effect can be used to contest a claim or the  validity of the Policy.  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.

Non-Participating
- -----------------

   The Policies are non-participating. No dividends are payable and the Policies
will not share in the profits or surplus earnings of AVLIC.

Assignment
- ----------

      Any  non-qualified  policy and any qualified  policy,  if permitted by the
plan or by law relevant to the plan applicable to the qualified  policy,  may be
assigned  by the owner  prior to the  annuity  date and during  the  annuitant's
lifetime.  AVLIC is not  responsible  for the  validity  of any  assignment.  No
assignment will be recognized until AVLIC receives  written notice thereof.  The
interest of any beneficiary  which the assignor has the right to change shall be
subordinate  to the  interest of an  assignee.  Any amount paid to the  assignee
shall be paid in one sum, not withstanding any settlement agreement in effect at
the time the  assignment  was  executed.  AVLIC  shall  not be  liable as to any
payment or other settlement made by AVLIC before receipt of written notice.

Annuity Data
- ------------

      AVLIC  will not be  liable  for  obligations  which  depend  on  receiving
information  from  a  payee  until  such  information  is  received  in  a  form
satisfactory to AVLIC.

Ownership
- ---------

      The  owner of the  Policy  on the  policy  date is the  annuitant,  unless
otherwise  specified in the application.  During the annuitant's  lifetime,  all
rights and  privileges  under this Policy may be exercised  solely by the owner.
Ownership  passes to the owner's  designated  beneficiary  upon the death of the
owner(s). If the owner has not named an owner's designated beneficiary, or if no
such  beneficiary is living,  the ownership  passes to the owner's estate.  From
time to time AVLIC may require proof that the owner is still living.

      In order to change the owner of the  Policy or assign  Policy  rights,  an
assignment  of the Policy  must be made in  writing  and filed with AVLIC at its
Home  Office.  The change will take effect as of the date the change is recorded
at the Home Office,  and AVLIC will not be liable for any payment made or action
taken before the change is  recorded.  The payment of proceeds is subject to the
rights of any assignee of record.  A change in the owner will be valid only upon
absolute and complete assignment of the Policy. A collateral assignment is not a
change of ownership.

                                      -6-
<PAGE>

Joint Annuitant
- ---------------

      The owner may,  by written  request at least 30 days prior to the  annuity
date,  name  a  joint   annuitant.   Such  joint  annuitant  must  meet  AVLIC's
underwriting  requirements.  An annuitant may not be replaced.  The annuity date
shall be determined based on the date of birth of the annuitant.

IRS Required Distributions
- --------------------------

      If the owner dies before the entire interest in the Policy is distributed,
the  value  of  the  Policy  must  be  distributed  to  the  owner's  designated
beneficiary  as  described  in this  section so that the Policy  qualifies as an
annuity under the Code.

      If the death occurs on or after the annuity date, the remaining portion of
such  interest  will be  distributed  at least as rapidly as under the method of
distribution being used as of the date of death.

      If the death occurs  before the annuity date,  the entire  interest in the
Policy will be  distributed  within five years after date of death or be used to
purchase an immediate annuity under which payments will begin within one year of
the  owner's  death  and  will be made for the  life of the  owner's  designated
beneficiary  or for a period not  extending  beyond the life  expectancy of that
beneficiary.

      The owner's designated  beneficiary is the person to whom ownership of the
Policy passes by reason of death and must be a natural  person.  AVLIC  reserves
the right to require proof of death.

      If any portion of the  owner's  interest is payable to (or for the benefit
of) the  surviving  spouse of the owner,  the Policy may be  continued  with the
surviving spouse as the new owner.


FEDERAL TAX MATTERS
- -------------------

Taxation of AVLIC
- -----------------

      AVLIC is taxed as a life insurance company under Part I of Subchapter L of
the Code.  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. Investment income
and  realized  net  capital  gains on the  assets of the  Separate  Account  are
reinvested  and are taken into account in determining  the Policy  values.  As a
result,  such investment income and realized net capital gains are automatically
retained as part of the reserves under the Policy. Under existing federal income
tax law, AVLIC believes that Separate Account investment income and realized net
capital  gains  should not be taxed to the extent that such income and gains are
retained as part of the reserves under the Policy. 


Tax Status of the Policies
- --------------------------

      Section  817(h) of the Code  provides in substance  that Section 72 of the
Code will not apply and AVLIC  will not be treated as the owner of the assets of
the Separate  Account unless the  investments  made by the Separate  Account are
"adequately  diversified"  in  accordance  with  regulations  prescribed  by the
Secretary  of  Treasury  (the  "Treasury").  If the  segregated  account  is not
"adequately  diversified"  any  increase  in the  value  of a  variable  annuity
contract will be taxed to the owner currently. The Separate Account, through the
fund,  intends to comply with the  diversification  requirements  prescribed  by
Treasury  regulations  which  affect  how the  Fund's  assets  may be  invested.
Although  AVLIC does not control  the Fund,  it has  entered  into an  agreement
regarding  participation  in the Fund, which requires the Fund to be operated in
compliance with the requirements prescribed by the Treasury.


Qualified Policies
- ------------------

      The Policies are designed for use with several  types of qualified  plans.
The following are brief  descriptions of qualified plans with which the policies
may be used:

     a.      H.R. 10 Plans - Section 401  of  the  Code  permits   self-employed
             individuals to establish qualified plans for themselves  and  their
             employees.  Such  plans  commonly  are  referred to as "H.R. 10" or
             "Keogh" plans.  Taxation  of  plan   participants  depends  on  the
             specified plan.

             The Code governs such plans with respect to maximum  contributions,
             distribution dates,  non-forfeitability of interests, and tax rates
             applicable to  distributions.  In order to establish such a plan, a
             plan  document,  usually  in  prototype  form  preapproved  by  the
             Internal  Revenue  Service,  is  adopted  and  implemented  by  the
             employer.  When issued in connection  with H.R. 10 plans,  a Policy
             may  be  subject  to  special   requirements   to  conform  to  the
             requirements  under  such  plans.  Purchasers  of a Policy for such
             purposes will be provided with supplemental information required by
             the Internal Revenue Service or other appropriate agency.

     b.      Individual  Retirement  Annuities - Section 408 of the Code permits
             certain  individuals  to  contribute  to an  individual  retirement
             program known as an  "Individual  Retirement  Annuity" or an "IRA."
             IRA's  are  subject  to   limitations   on   eligibility,   maximum
             contributions, and time of distribution. Distributions from certain
             other  types  of  qualified   plans  may  be  "rolled  over"  on  a
             tax-deferred  basis into an IRA.  Sales of a Policy for use with an
             IRA may be subject to special  requirements of the Internal Revenue
             Service.  Purchasers of a Policy for such purposes will be provided
             with  supplemental  information  required by the  Internal  Revenue
             Service or other appropriate agency.


                                       -7-
<PAGE>

     c.      Corporation Pension and Profit Sharing Plans -- Sections 401(a) and
             403(a) of the Code permit corporate  employers to establish various
             types of retirement plans for employees.  Such retirement plans may
             permit the purchase of Policies in order to provide  benefits under
             the plans.

     d.      Plans of Public School Systems and Certain Tax Exempt Organizations
             - Section 403(b)  of  the   Code  permits public school systems and
             certain tax-exempt organizations  to   establish plans that provide
             retirement benefits for employees  through  the purchase of annuity
             contracts subject to applicable code limits.  Such plans may permit
             the purchase of the Policies in order to provide benefits under the
             plans.  Section 403(b)(11) of the Code  became effective January 1,
             1989.  403(b)(11) provided that the  policyholder  may not elect to
             withdraw funds attributable to salary reduction  contributions from
             a plan under Section 403(b)  before  age 59-1/2 and  pay the taxes.
             The money may only  be  withdrawn  as   provided  by   the Code. On
             November 28, 1988, the Division of Investment  Management  issued a
             No Action Letter which stated that the Division would not recommend
             enforcement    action     against     registrants     who  followed
             Section 403(b)(11) and did not allow such a withdrawal  so  long as
             the No Action Letter is complied with.  The Registrant is acting in
             reliance  on  the  November 28, 1988,  No  Action  Letter  and  has
             complied, is complying and/or will comply with its provisions.  The
             policyholder  should  fully  review the prospectus and consult with
             his or her tax  consultant before purchasing this annuity as a part
             of a Section 403(b) plan.


DISTRIBUTION OF THE POLICY
- --------------------------

     Ameritas  Investment Corp., the principal  underwriter of the Policies,  is
registered with the Securities and Exchange  Commission under the Securities and
Exchange  Act of  1934  as a  broker-dealer  and  is a  member  of the  National
Association of Securities  Dealers,  Inc.  Ameritas  Investment  Corp. is wholly
owned by AMAL Corporation, which also owns AVLIC.

     The Policies are offered to the public through brokers,  licensed under the
federal  securities laws and state insurance laws, and properly licensed banking
institutes that have entered into agreements with Ameritas  Investment Corp. The
offering of the Policies is continuous and Ameritas  Investment  Corp.  does not
anticipate  discontinuing  the  offering  of  this  policy.  However,   Ameritas
Investment  Corp.  does  reserve the right to  discontinue  the  offering of the
policies.

     Compensation  for the Policies and for all other variable  annuity policies
issued  by AVLIC  totaled  $11,961,951  for  1997;  $10,067,075  for  1996;  and
$6,896,847 for 1995.

SAFEKEEPING OF SEPARATE ACCOUNT ASSETS
- --------------------------------------

     Title to assets of the  Separate  Account is held by AVLIC.  The assets are
kept  physically  segregated  and held  separate and apart from AVLIC's  general
account  assets.  Accumulation  values  deposited  or  transferred  to the Fixed
Account are held in the General Account of AVLIC.  Records are maintained of all
purchases  and  redemptions  of  eligible  portfolio  shares held by each of the
Subaccounts. 


AVLIC
- -----


     All the stock of AVLIC is owned by AMAL Corporation located in the state of
Nebraska.  AVLIC  has  entered  into a  Management  and  Administrative  Service
Agreement  with Ameritas Life and AmerUs Life,  to provide  certain  services at
estimated  cost to AVLIC to assist with the  administration  of the Policies and
the Separate Account. 


STATE REGULATION
- ----------------

     AVLIC  is a stock  life  insurance  company  organized  under  the  laws of
Nebraska,  and is subject to  regulation  by the Nebraska  State  Department  of
Insurance.  An annual  statement  is filed  with the  Nebraska  Commissioner  of
Insurance  on or  before  March 1 of  each  year  covering  the  operations  and
reporting on the financial condition of AVLIC as of December 31 of the preceding
calendar year. Periodically, the Nebraska Commissioner of Insurance examines the
financial  condition of AVLIC,  including  the  liabilities  and reserves of the
Separate Account. 

     In addition,  AVLIC is subject to the insurance laws and regulations of all
the states where it is licensed to operate.  The  availability of certain policy
rights  and  provisions  depends  on state  approval  and/or  filing  and review
process. Where required by state law or regulation,  the Policy will be modified
accordingly.

LEGAL MATTERS
- -------------

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

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 VA-2 as of December 31, 1997, and for each of the
two years in the period then ended,  included in this  Statement  of  Additional
Information  have been  audited  by  Deloitte  & Touche  LLP,  1040 NBC  Center,
Lincoln,  Nebraska  68508, 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.


                                       -8-
<PAGE>

OTHER 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  discussed in this  Statement of Additional  Information.  Not all of the
information  set forth in the  Registration  Statement,  amendments and exhibits
thereto has been included in this Statement of Additional  Information or in the
Prospectus. Statements contained in this Statement of Additional Information and
the  Prospectus   concerning  the  content  of  the  policies  and  other  legal
instruments are intended to be summaries.  For a complete statement of the terms
of these documents,  reference should be made to the instruments  filed with the
Securities and Exchange Commission.

FINANCIAL STATEMENTS
- --------------------

     The financial  statements of AVLIC, which are included in this Statement of
Additional  Information,  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. 


                                       - 9 -
<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 VA-2 as of December 31, 1997,
and the related  statements of operations  and changes in net assets for each of
the two 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 VA-2 as of December 31, 1997, and the results of its operations
and  changes  in its net  assets  for each of the two years in the  period  then
ended, in conformity with generally accepted accounting principles.




/s/ Deloitte & Touche LLP


Lincoln, Nebraska
February 2, 1998
<PAGE>
<TABLE>
<CAPTION>
                     AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                             STATEMENT OF NET ASSETS
                             -----------------------
                                DECEMBER 31, 1997
                                -----------------

ASSETS

INVESTMENTS AT NET ASSET VALUE:

     VARIABLE INSURANCE PRODUCTS FUND:
     ---------------------------------
        <S>                                                                                         <C>   

         Money Market Portfolio - 58,077,286.870 shares at
           $1.00 per share (cost $58,077,287)             
                                                                                                     $        58,077,287
         Equity-Income Portfolio - 7,361,912.916 shares at
           $24.28 per share (cost $119,682.351)                                                              178,747,246

         Growth Portfolio - 3,384,599.320 shares at
           $37.10 per share (cost $72,572,355)                                                               125,568,635

         High Income Portfolio - 4,439,239.772 shares at
           $13.58 per share (cost $47,744,396)                                                                60,284,876

         Overseas Portfolio - 2,871,975.918 shares at
           $19.20 per share (cost $41,276,587)                                                                55,141,938

     VARIABLE INSURANCE PRODUCTS FUND II:
     ------------------------------------
         Asset Manager Portfolio - 8,067,994.337 shares at
           $18.01 per share (cost $110,214,804)                                                              145,304,578

         Investment Grade Bond Portfolio - 2,680,009.791 shares at
           $12.56 per share (cost $31,289,066)                                                                33,660,923

         Contrafund Portfolio - 2,467,467.035 shares at
            $19.94  per share (cost $38,418,603)                                                              49,201,293

         Index 500 Portfolio - 551,209.193 shares at
            $114.39 per share (cost $50,487,012)                                                              63,052,819

         Asset Manager: Growth Portfolio - 876,715.624 shares at
            $16.36 per share (cost $11,982,484)                                                               14,343,068

     ALGER AMERICAN FUND:
     --------------------
         Small Capitalization Portfolio - 1,594,180.984 shares at
           $43.75 per share (cost $51,737,582)                                                                69,745,418

         Growth Portfolio - 1,291,695.359 shares at
            $42.76 per share (cost $36,800,554)                                                               55,232,893

         Income and Growth Portfolio - 2,269,279.878 shares at
            $10.99 per share (cost $22,858,940)                                                               24,939,386

         Midcap Growth Portfolio - 1,379,829.066 shares at
           $24.18 per share (cost $25,840,414)                                                                33,364,267

         Balanced Portfolio - 760,580.036 shares at
           $10.76 per share (cost $8,025,728)                                                                  8,183,841

         Leveraged Allcap Portfolio - 357,163.335 shares at
           $23.17 per share (cost $6,723,044)                                                                  8,275,474



     The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                             STATEMENT OF NET ASSETS
                             -----------------------
                                DECEMBER 31, 1997
                                -----------------


ASSETS, CONTINUED

     MFS VARIABLE INSURANCE TRUST:
     -----------------------------
        <S>                                                                                           <C>   
         Emerging Growth Series Portfolio - 2,257,625.308 shares at
           $16.14 per share (cost $30,505,051)                                                                36,438,072

         World Governments Series Portfolio - 208,268.140 shares at
           $10.21 per share (cost $2,129,546)                                                                  2,126,418

         Utilities Series Portfolio - 831,927.658 shares at
           $17.99 per share (cost $12,048,853)                                                                14,966,378

         Research Series Portfolio - 289,420.764 shares at
           $15.79 per share (cost $4,440,676)                                                                  4,569,954

         Growth with Income Series Portfolio - 820,397.016 shares at
           $16.44 per share (cost $12,813,533)                                                                13,487,327

     MORGAN STANLEY UNIVERSAL FUNDS:
     -------------------------------
         Asian Equity Portfolio - 182,876.009 shares at
           $5.64 per share (cost $1,312,097)                                                                   1,031,421

         Emerging Markets Equity Portfolio - 322,394.901 shares at
           $9.43 per share (cost $3,701,150)                                                                   3,040,184

         Global Equity Portfolio - 248,631.218 shares at
           $11.74 per share (cost $2,888,847)                                                                  2,918,930

         International Magnum Portfolio - 280,286.412 shares at
           $10.38 per share (cost $3,188,025)                                                                  2,909,373

         U.S. Real Estate Portfolio - 263,567.027 shares at
           $11.41 per share (cost $2,865,683)                                                                  3,007,300
                                                                                                      -------------------           


                NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS                                       $     1,067,619,299
                                                                                                       ==================


    The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------



                                                                                       VARIABLE INSURANCE PRODUCTS FUND
                                                                                 ---------------------------------------------
                                                                                      MONEY         EQUITY
                                                                                     MARKET         INCOME         GROWTH
                                                                      TOTAL         PORTFOLIO      PORTFOLIO      PORTFOLIO
                                                                  --------------- --------------  ------------  --------------
                              1997
                              ----
INVESTMENT INCOME:
<S>                                                             <C>             <C>            <C>           <C>   

 Dividend distributions received                                 $    18,333,107 $    3,951,302 $   2,247,348 $       833,612
 Mortality and expense risk charge                                   (12,015,158)      (951,568)   (1,978,672)     (1,491,200)
                                                                  --------------- --------------  ------------  --------------
NET INVESTMENT INCOME(LOSS)                                            6,317,949      2,999,734       268,676        (657,588)
                                                                  --------------- --------------  ------------  --------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain(loss) on investments                               34,973,424           ----    11,299,164       3,731,404
 Net change in unrealized appreciation(depreciation)                 118,096,018           ----    24,959,276      19,009,272
                                                                  --------------- --------------  ------------  --------------
NET GAIN(LOSS) ON INVESTMENTS                                        153,069,442           ----    36,258,440      22,740,676
                                                                  --------------- --------------  ------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $   159,387,391 $    2,999,734 $  36,527,116 $    22,083,088
                                                                  =============== ==============  ============  ==============




                              1996
                              ----
INVESTMENT INCOME:

 Dividend distributions received                                 $    13,564,184 $    3,799,567 $     166,964 $       290,515
 Mortality and expense risk charge                                    (8,898,318)      (915,893)   (1,517,611)     (1,328,474)
                                                                  --------------- --------------  ------------  --------------
NET INVESTMENT INCOME(LOSS)                                            4,665,866      2,883,674    (1,350,647)     (1,037,959)
                                                                  --------------- --------------  ------------  --------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain(loss) on investments                               25,240,462           ----     4,786,292       7,335,502
 Net change in unrealized appreciation(depreciation)                  40,926,181           ----    10,895,466       5,069,624
                                                                  --------------- --------------  ------------  --------------
NET GAIN(LOSS) ON INVESTMENTS                                         66,166,643           ----    15,681,758      12,405,126
                                                                  --------------- --------------  ------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $    70,832,509 $    2,883,674 $  14,331,111 $    11,367,167
                                                                  =============== ==============  ============  ==============






(1) Commenced business 08/25/95.
(2) Commenced business 09/21/95.
(3) Commenced business 09/15/95.

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



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


$          3,454,785 $          920,980 $       4,269,843 $      1,567,477 $         238,666 $        238,743 $              ----
            (640,776)          (738,232)       (1,677,072)        (353,893)         (505,870)        (585,714)           (127,412)
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           2,814,009            182,748         2,592,771        1,213,584          (267,204)        (346,971)           (127,412)
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------


             426,996          3,656,013        10,710,793             ----           630,759          484,440               7,452
           4,550,641          3,210,442        10,040,817          877,219         7,170,889       11,124,629           2,228,379
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           4,977,637          6,866,455        20,751,610          877,219         7,801,648       11,609,069           2,235,831
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
$          7,791,646 $        7,049,203 $      23,344,381 $      2,090,803 $       7,534,444 $     11,262,098 $         2,108,419
   ==================  =================  ================ ================  ================  ===============  ==================








$          2,675,076 $          609,688 $       4,137,329 $      1,152,156 $            ---- $         11,145 $            41,977
            (502,495)          (667,514)       (1,484,230)        (312,284)         (190,299)         (84,732)            (14,233)
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           2,172,581            (57,826)        2,653,099          839,872          (190,299)         (73,587)             27,744
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------


             523,384            670,657         3,411,482             ----            36,378           28,660              76,905
           2,214,664          5,099,697         8,603,434         (301,584)        3,604,329        1,418,021             135,704
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           2,738,048          5,770,354        12,014,916         (301,584)        3,640,707        1,446,681             212,609
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
$          4,910,629 $        5,712,528 $      14,668,015 $        538,288 $       3,450,408 $      1,373,094 $           240,353
   ==================  =================  ================ ================  ================  ===============  ==================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------

                                                                                      ALGER AMERICAN FUND
                                                                 ---------------------------------------------------------------
                                                                      SMALL                        INCOME AND        MIDCAP
                                                                  CAPITALIZATION     GROWTH          GROWTH          GROWTH
                                                                    PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO
                                                                  --------------- --------------  --------------  --------------
                              1997
                              ----
<S>                                                             <C>            <C>             <C>             <C>    

INVESTMENT INCOME:

 Dividend distributions received                                 $          ---- $      156,764 $        77,900 $        17,621
 Mortality and expense risk charge                                      (763,410)      (650,590)       (236,367)       (416,023)
                                                                  --------------- --------------  --------------  --------------
NET INVESTMENT INCOME(LOSS)                                             (763,410)      (493,826)       (158,467)       (398,402)
                                                                  --------------- --------------  --------------  --------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain(loss) on investments                                2,112,658        283,904         644,447         429,680
 Net change in unrealized appreciation(depreciation)                   5,974,644     10,340,154       4,535,877       3,558,421
                                                                  --------------- --------------  --------------  --------------
NET GAIN(LOSS) ON INVESTMENTS                                          8,087,302     10,624,058       5,180,324       3,988,101
                                                                  --------------- --------------  --------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $     7,323,892 $   10,130,232 $     5,021,857 $     3,589,699
                                                                  =============== ==============  ==============  ==============




                              1996
                              ----
INVESTMENT INCOME:

 Dividend distributions received                                 $          ---- $       21,310 $       144,960 $          ----
 Mortality and expense risk charge                                      (658,360)      (432,284)       (114,917)       (290,924)
                                                                  --------------- --------------  --------------  --------------
NET INVESTMENT INCOME(LOSS)                                             (658,360)      (410,974)         30,043        (290,924)
                                                                  --------------- --------------  --------------  --------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain(loss) on investments                                  228,276        900,815       4,845,801         441,180
 Net change in unrealized appreciation(depreciation)                   1,332,624      3,162,174      (3,244,881)      1,684,242
                                                                  --------------- --------------  --------------  --------------
NET GAIN(LOSS) ON INVESTMENTS                                          1,560,900      4,062,989       1,600,920       2,125,422
                                                                  --------------- --------------  --------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $       902,540 $    3,652,015 $     1,630,963 $     1,834,498
                                                                  =============== ==============  ==============  ==============






(1) Commenced business 08/30/95.                                  (4) Commenced business 09/18/95.
(2) Commenced business 08/25/95.                                  (5) Commenced business 05/01/97.
(3) Commenced business 08/24/95.                                  (6) Commenced business 05/01/97.




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

$           72,040 $            ---- $           ---- $               23,328 $            ---- $           ---- $          55,234
           (83,767)         (107,315)        (383,765)               (23,313)         (123,508)         (21,546)          (65,442)
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
           (11,727)         (107,315)        (383,765)                    15          (123,508)         (21,546)          (10,208)
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------


            97,681              ----             ----                 10,575              ----             ----           258,379
           937,442         1,319,217        5,563,031                (36,397)        2,737,314          129,278           673,794
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
         1,035,123         1,319,217        5,563,031                (25,822)        2,737,314          129,278           932,173
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
$        1,023,396 $       1,211,902 $      5,179,266 $              (25,807)$       2,613,806 $        107,732 $         921,965
   ================  ================ ================  =====================  ================ ================  ================






$          192,764 $            ---- $           ---- $                 ---- $         122,707 $           ---- $            ----
           (52,447)          (44,009)        (123,685)               (10,173)          (32,684)            ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
           140,317           (44,009)        (123,685)               (10,173)           90,023             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------


         1,290,283            21,457          162,364                   ----           318,381             ----              ----
        (1,099,570)          216,090          378,565                 44,953           194,795             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
           190,713           237,547          540,929                 44,953           513,176             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
$          331,030 $         193,538 $        417,244 $               34,780 $         603,199 $           ---- $            ----
   ================  ================ ================  =====================  ================ ================  ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------


                                                                             MORGAN STANLEY UNIVERSAL FUNDS
                                                                  -----------------------------------------------------
                                                                       ASIAN            EMERGING           GLOBAL
                                                                      EQUITY         MARKETS EQUITY        EQUITY
                                                                    PORTFOLIO (1)      PORTFOLIO(2)      PORTFOLIO (3)
                                                                  ----------------  ------------------ ----------------
                              1997
                              ----
INVESTMENT INCOME:
<S>                                                             <C>              <C>                 <C>    

 Dividend distributions received                                 $          1,300 $            20,729 $         18,981
 Mortality and expense risk charge                                         (3,852)            (17,436)         (12,407)
                                                                  ----------------  ------------------ ----------------
NET INVESTMENT INCOME(LOSS)                                                (2,552)              3,293            6,574
                                                                  ----------------  ------------------ ----------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain(loss) on investments                                      ----              91,711           40,539
 Net change in unrealized appreciation(depreciation)                     (280,675)           (660,966)          30,082
                                                                  ----------------  ------------------ ----------------
NET GAIN(LOSS) ON INVESTMENTS                                            (280,675)           (569,255)          70,621
                                                                  ----------------  ------------------ ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $       (283,227)$          (565,962)$         77,195
                                                                  ================  ================== ================




                              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   $           ---- $              ---- $           ----
                                                                  ================  ================== ================






(1) Commenced business 05/12/97.                                 (4) Commenced business 05/01/97.
(2) Commenced business 05/01/97.                                 (5) Commenced business 05/01/97.
(3) Commenced business 05/02/97.

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



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


 $            86,248 $           42,620 $           37,586
             (14,166)           (12,020)           (29,822)
   ------------------  -----------------  -----------------
              72,082             30,600              7,764
   ------------------  -----------------  -----------------


               5,746             51,083               ----
            (278,652)           141,617            240,273
   ------------------  -----------------  -----------------
            (272,906)           192,700            240,273
   ------------------  -----------------  -----------------
$           (200,824)$          223,300 $          248,037
   ==================  =================  =================






 $              ---- $             ---- $          198,026
                ----               ----           (121,070)
   ------------------  -----------------  -----------------
                ----               ----             76,956
   ------------------  -----------------  -----------------


                ----               ----            162,645
                ----               ----          1,517,834
   ------------------  -----------------  -----------------
                ----               ----          1,680,479
   ------------------  -----------------  -----------------
$               ---- $             ---- $        1,757,435
   ==================  =================  =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                       STATEMENTS OF CHANGES IN NET ASSETS
                       -----------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------
                                                                                         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)                                    $     6,317,949 $    2,999,734 $       268,676 $      (657,588)
  Net realized gain(loss) on investments                              34,973,424           ----      11,299,164       3,731,404
  Net change in unrealized appreciation(depreciation)                118,096,018           ----      24,959,276      19,009,272
                                                                  --------------- --------------  --------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS       159,387,391      2,999,734      36,527,116      22,083,088
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                 96,731,159    (16,426,180)      8,142,445      (7,707,236)
                                                                  --------------- --------------  --------------  --------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                               256,118,550    (13,426,446)     44,669,561      14,375,852
NET ASSETS AT JANUARY 1, 1997                                        811,500,749     71,503,733     134,077,685     111,192,783
                                                                  --------------- --------------  ------------------------------
NET ASSETS AT DECEMBER 31, 1997                                  $ 1,067,619,299 $   58,077,287 $   178,747,246 $   125,568,635
                                                                  =============== ==============  ==============  ==============


                              1996
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:

  Net investment income(loss)                                    $     4,665,866 $    2,883,674 $    (1,350,647)$    (1,037,959)
  Net realized gain(loss) on investments                              25,240,462           ----       4,786,292       7,335,502
  Net change in unrealized appreciation(depreciation)                 40,926,181           ----      10,895,466       5,069,624
                                                                  --------------- --------------  --------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS        70,832,509      2,883,674      14,331,111      11,367,167
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                151,795,930     11,293,782       2,027,569      13,044,680
                                                                  --------------- --------------  --------------  --------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                               222,628,439     14,177,456      16,358,680      24,411,847
NET ASSETS AT JANUARY 1, 1996                                        588,872,310     57,326,277     117,719,005      86,780,936
                                                                  --------------- --------------  --------------  --------------
NET ASSETS AT DECEMBER 31, 1996                                  $   811,500,749 $   71,503,733 $   134,077,685 $   111,192,783
                                                                  =============== ==============  ==============  ==============



(1) Commenced business 08/25/95.
(2) Commenced business 09/21/95.
(3) Commenced business 09/15/95.

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



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


$          2,814,009 $          182,748 $       2,592,771 $      1,213,584 $        (267,204)$       (346,971)$          (127,412)
             426,996          3,656,013        10,710,793             ----           630,759          484,440               7,452
           4,550,641          3,210,442        10,040,817          877,219         7,170,889       11,124,629           2,228,379
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           7,791,646          7,049,203        23,344,381        2,090,803         7,534,444       11,262,098           2,108,419
            (140,776)        (5,891,139)       (1,349,261)       4,978,214        11,522,809       33,633,958           9,152,452
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           7,650,870          1,158,064        21,995,120        7,069,017        19,057,253       44,896,056          11,260,871
          52,634,006         53,983,874       123,309,458       26,591,906        30,144,040       18,156,763           3,082,197
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
$         60,284,876 $       55,141,938 $     145,304,578 $     33,660,923 $      49,201,293 $     63,052,819 $        14,343,068
   ==================  =================  ================ ================  ================  ===============  ==================




$          2,172,581 $          (57,826)$       2,653,099 $        839,872 $        (190,299)$        (73,587)$            27,744
             523,384            670,657         3,411,482             ----            36,378           28,660              76,905
           2,214,664          5,099,697         8,603,434         (301,584)        3,604,329        1,418,021             135,704
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           4,910,629          5,712,528        14,668,015          538,288         3,450,408        1,373,094             240,353
          11,840,393          2,586,833        (6,478,331)       2,966,839        24,201,634       16,120,440           2,618,298
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
          16,751,022          8,299,361         8,189,684        3,505,127        27,652,042       17,493,534           2,858,651
          35,882,984         45,684,513       115,119,774       23,086,779         2,491,998          663,229             223,546
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
$         52,634,006 $       53,983,874 $     123,309,458 $     26,591,906 $      30,144,040 $     18,156,763 $         3,082,197
   ==================  =================  ================ ================  ================  ===============  ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              --------------------- 
                       STATEMENTS OF CHANGES IN NET ASSETS
                       -----------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ---------------------------------------------- 

                                                                                      ALGER AMERICAN FUND                         
                                                                 ---------------------------------------------------------------
                                                                       SMALL                         INCOME AND       MIDCAP
                                                                  CAPITALIZATION       GROWTH          GROWTH         GROWTH
                                                                     PORTFOLIO        PORTFOLIO       PORTFOLIO      PORTFOLIO
                                                                  ----------------  --------------  --------------  ------------
                              1997
                              ----
<S>                                                             <C>               <C>             <C>             <C>               
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income(loss)                                    $       (763,410) $     (493,826) $     (158,467) $   (398,402)
  Net realized gain(loss) on investments                                2,112,658         283,904         644,447       429,680
  Net change in unrealized appreciation(depreciation)                   5,974,644      10,340,154       4,535,877     3,558,421
                                                                  ----------------  --------------  --------------  ------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS          7,323,892      10,130,232       5,021,857     3,589,699
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                   5,835,385       2,936,361       8,178,488       516,814
                                                                  ----------------  --------------  --------------  ------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                 13,159,277      13,066,593      13,200,345     4,106,513
NET ASSETS AT JANUARY 1, 1997                                          56,586,141      42,166,300      11,739,041    29,257,754
                                                                  ----------------  --------------  --------------  ------------
NET ASSETS AT DECEMBER 31, 1997                                  $     69,745,418  $   55,232,893  $   24,939,386  $ 33,364,267
                                                                  ================  ==============  ==============  ============


                              1996
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income(loss)                                    $       (658,360) $     (410,974) $       30,043  $   (290,924)
  Net realized gain(loss) on investments                                  228,276         900,815       4,845,801       441,180
  Net change in unrealized appreciation(depreciation)                   1,332,624       3,162,174      (3,244,881)    1,684,242
                                                                  ----------------  --------------  --------------  ------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS            902,540       3,652,015       1,630,963     1,834,498
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                  11,456,192      14,224,655       3,431,654    12,496,160
                                                                  ----------------  --------------  --------------  ------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                 12,358,732      17,876,670       5,062,617    14,330,658
NET ASSETS AT JANUARY 1, 1996                                          44,227,409      24,289,630       6,676,424    14,927,096
                                                                  ----------------  --------------  --------------  ------------
NET ASSETS AT DECEMBER 31, 1996                                  $     56,586,141  $   42,166,300  $   11,739,041  $ 29,257,754
                                                                  ================  ==============  ==============  ============






(1) Commenced business 08/30/95.                                  (4) Commenced business 09/18/95.
(2) Commenced business 08/25/95.                                  (5) Commenced business 05/01/97.
(3) Commenced business 08/24/95.                                  (6) Commenced business 05/01/97.



The accompanying notes are an integral part of these financial statements.
</TABLE>
<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>
$          (11,727) $       (107,315)$       (383,765)$                   15 $        (123,508)$        (21,546)$         (10,208)
            97,681              ----             ----                 10,575              ----             ----           258,379
           937,442         1,319,217        5,563,031                (36,397)        2,737,314          129,278           673,794
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
         1,023,396         1,211,902        5,179,266                (25,807)        2,613,806          107,732           921,965
         1,897,757           826,499       11,676,622                887,245         6,961,486        4,462,222        12,565,362
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
         2,921,153         2,038,401       16,855,888                861,438         9,575,292        4,569,954        13,487,327
         5,262,688         6,237,073       19,582,184              1,264,980         5,391,086             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
$        8,183,841 $       8,275,474 $     36,438,072 $            2,126,418 $      14,966,378 $      4,569,954 $      13,487,327
   ================  ================ ================  =====================  ================ ================  ================




$          140,317 $         (44,009)$       (123,685)$              (10,173)$          90,023 $           ---- $            ----
         1,290,283            21,457          162,364                   ----           318,381             ----              ----
        (1,099,570)          216,090          378,565                 44,953           194,795             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
           331,030           193,538          417,244                 34,780           603,199             ----              ----
         2,405,382         5,013,074       18,219,221              1,053,724         4,246,629             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
         2,736,412         5,206,612       18,636,465              1,088,504         4,849,828             ----              ----
         2,526,276         1,030,461          945,719                176,476           541,258             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
$        5,262,688 $       6,237,073 $     19,582,184 $            1,264,980 $       5,391,086 $           ---- $            ----
   ================  ================ ================  =====================  ================ ================  ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                       STATEMENTS OF CHANGES IN NET ASSETS
                       -----------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------

                                                                             MORGAN STANLEY UNIVERSAL FUNDS
                                                                  -----------------------------------------------------
                                                                       ASIAN            EMERGING           GLOBAL
                                                                      EQUITY         MARKETS EQUITY        EQUITY
                                                                   PORTFOLIO (1)      PORTFOLIO (2)     PORTFOLIO (3)
                                                                  ----------------  ------------------ ----------------
                              1997
                              ----
<S>                                                             <C>               <C>                <C>   
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income(loss)                                    $         (2,552) $            3,293 $          6,574
  Net realized gain(loss) on investments                                     ----              91,711           40,539
  Net change in unrealized appreciation(depreciation)                    (280,675)           (660,966)          30,082
                                                                  ----------------  ------------------ ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS           (283,227)           (565,962)          77,195
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                   1,314,648           3,606,146        2,841,735
                                                                  ----------------  ------------------ ----------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                  1,031,421           3,040,184        2,918,930
NET ASSETS AT JANUARY 1, 1997                                                ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET ASSETS AT DECEMBER 31, 1997                                  $      1,031,421  $        3,040,184 $      2,918,930
                                                                  ================  ================== ================


                              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                                  $           ----  $             ---- $           ----
                                                                  ================  ================== ================









(1) Commenced business 05/12/97.                                 (4) Commenced business 05/01/97.
(2) Commenced business 05/01/97.                                 (5) Commenced business 05/01/97.
(3) Commenced business 05/02/97.



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


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

<S>                      <C>                  <C>    
 $                 72,082 $             30,600 $           7,764
                    5,746               51,083              ----
                 (278,652)             141,617           240,273
   -----------------------  -------------------  ----------------
                 (200,824)             223,300           248,037
                3,110,197            2,784,000        (9,585,094)
   -----------------------  -------------------  ----------------
                2,909,373            3,007,300        (9,337,057)
                     ----                 ----         9,337,057
   -----------------------  -------------------  ----------------
 $              2,909,373 $          3,007,300 $            ----
   =======================  ===================  ================




$                    ---- $               ---- $          76,956
                     ----                 ----           162,645
                     ----                 ----         1,517,834
   -----------------------  -------------------  ----------------
                     ----                 ----         1,757,435
                     ----                 ----          (972,898)
   -----------------------  -------------------  ----------------
                     ----                 ----           784,537
                     ----                 ----         8,552,520
   -----------------------  -------------------  ----------------
$                    ---- $               ---- $       9,337,057
   =======================  ===================  ================
</TABLE>
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------  
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------




1.     ORGANIZATION AND ACCOUNTING POLICIES
- -------------------------------------------
       Ameritas  Variable  Life  Insurance  Company  Separate  Account VA-2 (the
       Account) was  established  on May 28, 1987 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 annuity 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
       policyholder  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.
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------  
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------



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

                                                                    VARIABLE INSURANCE PRODUCTS FUND
                                          --------------------------------------------------------------------------------------
                                               MONEY           EQUITY                               HIGH
                                              MARKET           INCOME            GROWTH            INCOME          OVERSEAS
                                             PORTFOLIO        PORTFOLIO         PORTFOLIO        PORTFOLIO         PORTFOLIO
                                          ---------------- ----------------  ----------------  ---------------  ----------------
    <S>                                   <C>               <C>              <C>              <C>                <C>    

     Shares owned at January 1, 1997       71,503,732.540    6,375,543.739     3,570,738.040    4,203,994.114     2,865,386.075
     Shares acquired                      853,215,634.620    6,785,276.757     9,039,036.135   12,090,797.257     6,633,173.353
     Shares disposed of                  (866,642,080.290)  (5,798,907.580)   (9,225,174.855) (11,855,551.599)   (6,626,583.510)
                                          ---------------- ----------------  ----------------  ---------------  ----------------
     Shares owned at December 31, 1997     58,077,286.870    7,361,912.916     3,384,599.320    4,439,239.772     2,871,975.918
                                          ================ ================  ================  ===============  ================



     Shares owned at January 1, 1996       57,326,276.820    6,108,926.067     2,971,949.855    2,977,840.998     2,679,443.568
     Shares acquired                      952,580,461.010    4,533,341.253    20,102,201.432   10,915,589.970     4,863,839.985
     Shares disposed of                  (938,403,005.290)  (4,266,723.581)  (19,503,413.247)  (9,689,436.854)   (4,677,897.478)
                                          ---------------- ----------------  ----------------  ---------------  ----------------
     Shares owned at December 31, 1996     71,503,732.540    6,375,543.739     3,570,738.040    4,203,994.114     2,865,386.075
                                          ================ ================  ================  ===============  ================







(1) Commenced business 08/25/95.
(2) Commenced business 09/21/95.
(3) Commenced business 09/15/95.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                   (CONTINUED)







                          VARIABLE INSURANCE PRODUCTS FUND II                                      ALGER AMERICAN FUND
- -----------------------------------------------------------------------------------------  -------------------------------------
     ASSET           INVESTMENT                                          ASSET MANAGER           SMALL
    MANAGER          GRADE BOND        CONTRAFUND        INDEX 500           GROWTH          CAPITALIZATION         GROWTH
   PORTFOLIO          PORTFOLIO      PORTFOLIO (1)     PORTFOLIO (2)     PORTFOLIO (3)         PORTFOLIO           PORTFOLIO
- -----------------  ----------------  ---------------  ----------------  -----------------  -------------------  ----------------
 <S>               <C>               <C>               <C>                <C>                  <C>    
  7,283,488.356     2,172,541.324     1,820,292.255       203,711.023        235,282.226        1,383,186.051     1,228,263.919
  2,847,323.335     1,694,137.840     2,201,624.166     1,006,210.576      1,122,271.776        4,468,000.589     1,800,274.339
 (2,062,817.354)   (1,186,669.373)   (1,554,449.386)     (658,712.406)      (480,838.378)      (4,257,005.656)   (1,736,842.899)
- -----------------  ----------------  ---------------  ----------------  -----------------  -------------------  ----------------
  8,067,994.337     2,680,009.791     2,467,467.035       551,209.193        876,715.624        1,594,180.984     1,291,695.359
=================  ================  ===============  ================  =================  ===================  ================



  7,290,675.998     1,849,902.201       180,841.664         8,760.127         18,976.724        1,122,238.230       779,513.143
  1,781,334.161     1,534,023.132     2,922,203.640       377,062.682        327,941.500        1,905,469.668     1,332,399.847
 (1,788,521.803)   (1,211,384.009)   (1,282,753.049)     (182,111.786)      (111,635.998)      (1,644,521.847)     (883,649.071)
- -----------------  ----------------  ---------------  ----------------  -----------------  -------------------  ----------------
  7,283,488.356     2,172,541.324     1,820,292.255       203,711.023        235,282.226        1,383,186.051     1,228,263.919
=================  ================  ===============  ================  =================  ===================  ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                              SEPARATE ACCOUNT VA-2
                              --------------------- 
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------



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

                                                                    ALGER AMERICAN FUND
                                            --------------------------------------------------------------------
                                              INCOME AND         MIDCAP                            LEVERAGED
                                                GROWTH           GROWTH           BALANCED          ALLCAP
                                              PORTFOLIO         PORTFOLIO         PORTFOLIO      PORTFOLIO (1)
                                            ---------------  ----------------  ---------------- ----------------
      <S>                                   <C>               <C>                 <C>              <C>    
       Shares owned at January 1, 1997       1,394,185.376     1,370,386.612       569,554.981      322,162.842
       Shares acquired                       2,269,264.497     1,673,797.476       422,401.028      415,875.563
       Shares disposed of                   (1,394,169.995)   (1,664,355.022)     (231,375.973)    (380,875.070)
                                            ---------------  ----------------  ---------------- ----------------
       Shares owned at December 31, 1997     2,269,279.878     1,379,829.066       760,580.036      357,163.335
                                            ===============  ================  ================ ================



       Shares owned at January 1, 1996         375,290.867       767,854.736       185,210.868       59,119.959
       Shares acquired                       1,439,623.568     1,365,941.530       534,194.021      379,180.932
       Shares disposed of                     (420,729.059)     (763,409.654)     (149,849.908)    (116,138.049)
                                            ---------------  ----------------  ---------------- ----------------
       Shares owned at December 31, 1996     1,394,185.376     1,370,386.612       569,554.981      322,162.842
                                            ===============  ================  ================ ================







       (1) Commenced business 08/30/95.                      (5) Commenced business 05/01/97.
       (2) Commenced business 08/25/95.                      (6) Commenced business 05/01/97.
       (3) Commenced business 08/24/95.                      (7) Commenced business 05/12/97.
       (4) Commenced business 09/18/95.                      (8) Commenced business 05/01/97.
</TABLE>
<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>
  1,479,016.961              119,563.323      394,662.255          ----              ----             ----               ----
  2,976,120.153              298,925.691      898,208.994       337,744.371       905,870.017      190,839.842        443,006.443
 (2,197,511.806)            (210,220.874)    (460,943.591)      (48,323.607)      (85,473.001)      (7,963.833)      (120,611.542)
- -----------------  -----------------------  ---------------  ----------------  ---------------- ----------------  -----------------
  2,257,625.308              208,268.140      831,927.658       289,420.764       820,397.016      182,876.009        322,394.901
=================  =======================  ===============  ================  ================ ================  =================



     82,885.087               17,352.610       43,059.498          ----              ----             ----               ----
  2,018,133.694              308,218.693      578,050.865          ----              ----             ----               ----
   (622,001.820)            (206,007.980)    (226,448.108)         ----              ----             ----               ----
- -----------------  -----------------------  ---------------  ----------------  ---------------- ----------------  -----------------
  1,479,016.961              119,563.323      394,662.255          ----              ----             ----               ----
=================  =======================  ===============  ================  ================ ================  =================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              --------------------- 
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------




3.     SHARES OWNED, CONTINUED
- ------------------------------
       The Account invests in shares of mutual funds.  Share activity and total shares owned 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                  ----                ----               ----        460,407.134
       Shares acquired                           350,250.974         359,431.599        443,135.897          3,213.612
       Shares disposed of                       (101,619.756)        (79,145.187)      (179,568.870)      (463,620.746)
                                            -----------------  ------------------ ------------------  -----------------
       Shares owned at December 31, 1997         248,631.218         280,286.412        263,567.027             (0.000)
                                            =================  ================== ==================  =================



       Shares owned at January 1, 1996                  ----                ----               ----        497,239.510
       Shares acquired                                  ----                ----               ----        286,490.226
       Shares disposed of                               ----                ----               ----       (323,322.602)
                                            -----------------  ------------------ ------------------  -----------------
       Shares owned at December 31, 1996                ----                ----               ----        460,407.134
                                            =================  ================== ==================  =================







       (1) Commenced business 05/02/97.
       (2) Commenced business 05/01/97.
       (3) Commenced business 05/01/97.
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT



Board of Directors
Ameritas Variable Life Insurance Company
Lincoln, Nebraska

     We have audited the accompanying  balance sheets of Ameritas  Variable Life
Insurance  Company as of December 31, 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
<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>
<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>
<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>
<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>
<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>
<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.
    <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>
<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>
<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>
<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>
<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.  
<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.
<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.
<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>
<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.



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