AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCOUNT V
S-6, 1999-02-01
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             As filed with the Securities and Exchange Commission on

                                January 29, 1999

                                Registration No. ___________

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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



                                    Form S-6

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


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

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


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

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


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

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


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

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


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

Approximate Date of Proposed Public Offering:  As soon as practicable  after the
effective date of the Registration Statement.

Flexible  Premium  Variable  Life  Insurance  Policies  - -  Registration  of an
indefinite  amount of  securities  pursuant to Rule 24f-2  under the  Investment
Company Act of 1940.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further  amendment  which  specifically  states that this  Registration  shall
thereafter  become  effective in accordance  with Section 8(a) of the Securities
Act of 1933 or until the  Registration  Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a) may determine.



                                     
                                        

<PAGE>

               RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2
                               AND THE PROSPECTUS

   ITEM NO. OF
   FORM N-8B-2    CAPTION IN PROSPECTUS
   -----------    ---------------------

       1             Cover Page
       2             Cover Page
       3             Not Applicable
       4             Ameritas Variable Life Insurance Company; Distribution of 
                     the Policies
       5             Ameritas Variable Life Insurance Company Separate Account V
       6             Ameritas Variable Life Insurance Company Separate Account V
       7             Not Required
       8             Not Required
       9             Legal Proceedings
      10             Summary; Addition, Deletion or Substitution of Investments;
                     Policy Benefits; Policy Rights; Payment and Allocation of 
                     Premiums; General Provisions; Voting Rights
      11             Summary; The Funds
      12             Summary; The Funds
      13             Summary; The Funds - Charges and Deductions
      14             Summary; Payment and Allocation of Premiums
      15             Summary; Payment and Allocation of Premiums
      16             Summary; Variable Insurance Products Fund, Variable 
                     Insurance Products Fund II, Alger American Fund, MFS 
                     Variable Insurance Trust, Morgan Stanley Universal Funds, 
                     Inc.
      17             Summary, Policy Rights
      18             Variable Insurance Products Fund, Variable Insurance 
                     Products Fund II, Alger American Fund, MFS Variable 
                     Insurance Trust, Morgan Stanley Universal Funds, Inc.
      19             General Provisions; Voting Rights
      20             Not Applicable
      21             Summary; Policy Rights; General Provisions
      22             Not Applicable
      23             Safekeeping of the Separate Account's Assets
      24             General Provisions
      25             Ameritas Variable Life Insurance Company
      26             Not Applicable
      27             Ameritas Variable Life Insurance Company
      28             Executive Officers and Directors of AVLIC; Ameritas 
                     Variable Life Insurance Company
      29             Ameritas Variable Life Insurance Company
      30             Not Applicable
      31             Not Applicable
      32             Not Applicable
      33             Not Applicable
      34             Not Applicable
      35             Not Applicable
      36             Not Applicable
      37             Not Applicable
      38             Distribution of the Policies
      39             Distribution of the Policies
      40             Distribution of the Policies
      41             Distribution of the Policies
      42             Not Applicable
      43             Not Applicable
      44             Accumulation Value, Payment and Allocation of Premium














                                     
                                        

<PAGE>

   ITEM NO. OF
   FORM N-8B-2      CAPTION IN PROSPECTUS
   -----------      ---------------------

        45          Not Applicable
        46          The Funds; Accumulation Value
        47          The Funds
        48          State Regulation
        49          Not Applicable
        50          Ameritas Variable Life Insurance Company Separate Account V
        51          Cover Page; Summary; Policy Benefits; Charges and Deductions
        52          Addition, Deletion or Substitution of Investments
        53          Summary; Federal Tax Matters
        54          Not Applicable
        55          Not Applicable
        56          Not Required
        57          Not Required
        58          Not Required
        59          Financial Statements

                                     

<PAGE>

 PROSPECTUS                                     Ameritas Variable Life Insurance
                                                                    Company Logo

BRAVO! -- A Survivorship Flexible                                5900 "O" Street
Premium Variable Universal Life
Insurance Policy issued by Ameritas            P.O. Box 82550/Lincoln, NE  68501
Variable Life Insurance Company
- --------------------------------------------------------------------------------

BRAVO!  is a survivorship  flexible  premium  variable  universal life insurance
Policy ("Policy"), issued by Ameritas Variable Life Insurance Company ("AVLIC"),
that pays a death benefit upon the Second Death. Like traditional life insurance
policies,  a BRAVO!  Policy provides Death Benefits to  Beneficiaries  and gives
you, the  Policyowner,  the  opportunity  to increase  the Policy's  cash value.
Unlike  traditional  policies,  BRAVO! lets you vary the frequency and amount of
premium payments,  rather than follow a fixed premium payment schedule.  It also
lets you change the level of Death Benefits as often as once each year.

A BRAVO! Policy is different from traditional life insurance policies in another
important  way: you select how Policy  premiums will be invested.  Although each
Policyowner is guaranteed a minimum Death Benefit, the cash value of the Policy,
as well  as the  actual  Death  Benefit,  will  vary  with  the  performance  of
investments you select.

The Investment Options available through BRAVO!  include  investment  portfolios
managed by Fidelity Management,  Fred Alger Management,  Massachusetts Financial
Services and Morgan Stanley Asset  Management.  Each of these portfolios has its
own investment  objective and policies.  These are described in the prospectuses
for each investment portfolio which must accompany this BRAVO!  prospectus.  You
may also choose to allocate  premium  payments to the Fixed  Account  managed by
AVLIC.

A BRAVO!  Policy will be issued after AVLIC accepts a prospective  Policyowner's
application. Generally, an application must specify a Death Benefit no less than
$100,000. BRAVO! Policies are available to cover individuals between the ages of
20 and 90 at the time of purchase, although at least one of the individuals must
be no older than 85. A BRAVO! Policy, once purchased,  may generally be canceled
within 10 days after you receive it.

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

This prospectus  includes a summary of the most important features of the BRAVO!
Policy,  information  about AVLIC, a list of the investment  portfolios to which
you may allocate  premium  payments,  and a detailed  description  of the BRAVO!
Policy.  The appendix to the prospectus  includes  tables designed to illustrate
how cash values and Death Benefits may change with the investment  experience of
the Investment Options.

This  prospectus  must be accompanied by a prospectus for each of the investment
portfolios available through BRAVO!

Although  the BRAVO!  Policy is designed  to provide  life  insurance,  a BRAVO!
Policy is considered  to be a security.  It is not a deposit with, an obligation
of, or guaranteed or endorsed by any banking institution through which it may be
purchased,  nor is it insured by the Federal Deposit Insurance Corporation,  the
Federal  Reserve  Board,  or any other agency.  The purchase of a BRAVO!  Policy
involves  investment  risk,  including the possible loss of principal.  For this
reason,  BRAVO!  may  not  be  suitable  for  all  individuals.  It  may  not be
advantageous  to purchase a BRAVO!  Policy as a replacement  for another type of
life  insurance or as a way to obtain  additional  insurance  protection  if the
purchaser already owns another survivorship  flexible premium variable universal
life insurance policy.

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

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
REGULATORY  AUTHORITY HAS APPROVED  THESE  SECURITIES,  OR DETERMINED  THAT THIS
PROSPECTUS  IS ACCURATE OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                                 _________, 1999
                                         
                                       


                                     BRAVO!
                                        1

<PAGE>



TABLE OF CONTENTS                                                           PAGE

DEFINITIONS....................................................................3
SUMMARY........................................................................6
YEAR 2000......................................................................9
AMERITAS VARIABLE LIFE INSURANCE COMPANY AND THE SEPARATE ACCOUNT ............10
         AMERITAS VARIABLE LIFE INSURANCE COMPANY.............................10
         AMERITAS VARIABLE LIFE INSURANCE COMPANY SEPARATE ACCOUNT V..........10
         PERFORMANCE INFORMATION..............................................11
         THE FUNDS............................................................11
         INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS' PORTFOLIOS..........13
         ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS....................16
         FIXED ACCOUNT........................................................17
POLICY BENEFITS...............................................................17
         PURPOSES OF THE POLICY...............................................17
         DEATH BENEFIT PROCEEDS...............................................18
         DEATH BENEFIT OPTIONS................................................18
         METHODS OF AFFECTING INSURANCE PROTECTION............................20
         DURATION OF POLICY...................................................20
         ACCUMULATION VALUE...................................................20
         PAYMENT OF POLICY BENEFITS...........................................21
POLICY RIGHTS.................................................................21
         LOAN BENEFITS........................................................21
         SURRENDERS...........................................................22
         PARTIAL WITHDRAWALS..................................................23
         TRANSFERS............................................................23
         SYSTEMATIC PROGRAMS..................................................23
         FREE LOOK PRIVILEGE..................................................24
PAYMENT AND ALLOCATION OF PREMIUMS............................................24
         ISSUANCE OF A POLICY.................................................24
         PREMIUMS.............................................................25
         ALLOCATION OF PREMIUMS AND ACCUMULATION VALUE........................26
         POLICY LAPSE AND REINSTATEMENT.......................................26
CHARGES AND DEDUCTIONS........................................................27
         DEDUCTIONS FROM PREMIUM PAYMENTS.....................................27
         CHARGES FROM ACCUMULATION VALUE......................................27
         SURRENDER CHARGE.....................................................28
         DAILY CHARGES AGAINST THE SEPARATE ACCOUNT...........................29
         FUND EXPENSE SUMMARY.................................................29
GENERAL PROVISIONS............................................................31
DISTRIBUTION OF THE POLICIES..................................................33
FEDERAL TAX MATTERS...........................................................33
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS..................................36
THIRD PARTY SERVICES..........................................................36
VOTING RIGHTS.................................................................36
STATE REGULATION OF AVLIC.....................................................36
EXECUTIVE OFFICERS AND DIRECTORS OF AVLIC.....................................37
LEGAL MATTERS.................................................................38
LEGAL PROCEEDINGS.............................................................38
EXPERTS.......................................................................39
ADDITIONAL INFORMATION........................................................39
FINANCIAL STATEMENTS..........................................................39
AMERITAS VARIABLE LIFE INSURANCE COMPANY SEPARATE ACCOUNT V...................
AMERITAS VARIABLE LIFE INSURANCE COMPANY......................................
APPENDICES....................................................................40

The Policy,  certain  Funds,  and/or  certain  riders are not  available  in all
states.

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER,  SALESPERSON, 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.

                                                      

                                     BRAVO!
                                        2

<PAGE>

DEFINITIONS

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

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

ADMINISTRATIVE  EXPENSE CHARGE - A charge to cover the cost of administering the
Policy. It is part of the Monthly Deduction.

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

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

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

BENEFICIARY  - The  person or  persons to whom the Death  Benefit  Proceeds  are
payable upon the Second Death.  (See the sections on  Beneficiary  and Change of
Beneficiary.)

COST OF INSURANCE - A charge  deducted  monthly from the  Accumulation  Value to
provide the life insurance protection;  this charge may also include one or more
Flat Extra Rating Charges. The Cost of Insurance is calculated with reference to
an annual  "Cost of Insurance  Rate." This rate is based on the Issue Age,  sex,
and risk class of each Insured and the Policy duration. The Cost of Insurance is
part of the Monthly Deduction.

DECLARED  RATE - The interest  rate declared by AVLIC to be earned on amounts in
the Fixed Account,  which AVLIC  guarantees to be no less than an annual rate of
3.5%.

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

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

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

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

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

GRACE PERIOD - A 61 day period from the date  written  notice of lapse is mailed
to the  Policyowner's  last known address.  If the Policyowner makes the payment
specified in the notification of lapse, the Policy will not lapse.

GUARANTEED  DEATH  BENEFIT (IN  MARYLAND,  "GUARANTEED  DEATH BENEFIT TO PREVENT
LAPSE") PERIOD - The number of years the  "Guaranteed  Death Benefit"  provision
will apply.  The period  extends to Attained Age 85 but in no event is less than
10 years,  and may be  restricted  as a result of state law.  Not  available  in
Massachusetts. This benefit is provided without an additional Policy charge.

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

INSUREDS - The two persons whose lives are insured under the Policy.

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


                                     BRAVO!
                                        3

<PAGE>

ISSUE AGE - The actual age of each Insured on the Policy Date.

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

MINIMUM  PREMIUM - A specified  premium  which,  if paid in advance on a monthly
prorated  basis,  will keep the Policy in force  during the first  sixty  Policy
months ("Minimum  Benefit"  Period) so long as other Policy  provisions are met,
even if the Net Cash Surrender Value is zero or less.

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

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

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

NET AMOUNT AT RISK - The amount by which the Death  Benefit as  calculated  on a
Monthly Activity Date exceeds the Accumulation Value on that date.

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

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

NET PREMIUM - Premium paid less the Percent of Premium Charge.

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

PERCENT OF PREMIUM  CHARGE FOR TAXES - The  amount  deducted  from each  premium
received to cover certain expenses, expressed as a percentage of the premium.

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

POLICY - The survivorship  flexible  premium  variable  universal life insurance
Policy offered by AVLIC and described in this prospectus.

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

POLICY  ANNIVERSARY  DATE - The same day as the  Policy  Date for each  year the
Policy remains in force.

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

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


                                                 

                                     BRAVO!
                                        4

<PAGE>

SATISFACTORY PROOF OF DEATH - Satisfactory Proof of Death must be provided to us
at the time of death of each Insured.  Satisfactory  Proof of Death means all of
the following must be submitted:

         (1) A  certified  copy  of  both  death  certificates;  
         (2) A  Claimant Statement; 
         (3) The Policy; and
         (4) Any   other  information  that  AVLIC  may  reasonably  require  to
             establish  the  validity  of  the  claim.

SECOND DEATH - The later of the dates of death of the Insureds.

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

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

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

SURRENDER - The termination of the Policy for the Net Cash Surrender Value while
at least one Insured is alive.

SURRENDER CHARGE - This charge is assessed against the Accumulation Value of the
Policy if the Policy is  Surrendered  on or before the 14th  Policy  Anniversary
Date or, in the case of an increase in the  Specified  Amount,  on or before the
14th anniversary of the increase.

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

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


                                     BRAVO!
                                        5

<PAGE>

SUMMARY

The following summary of prospectus information and diagram of the Policy should
be read along with the detailed  information found elsewhere in this prospectus.
Unless stated otherwise, this prospectus assumes that the Policy is in force and
that there is no Outstanding Policy Debt.

                                DIAGRAM OF POLICY


                                PREMIUM PAYMENTS
                       You can vary amount and frequency.

                                                                

                            DEDUCTIONS FROM PREMIUMS

      Percent of Premium Charge for Taxes - currently 2.25% (maximum 3.0%)

                                                                               

                                   NET PREMIUM

The net premium may be invested in the Fixed Account or in the Separate  Account
which offers twenty six different Subaccounts. The twenty six Subaccounts invest
in the corresponding  portfolios  ("Funds") of Variable Insurance Products Fund,
Variable  Insurance  Products  Fund II,The  Alger  American  Fund,  MFS Variable
Insurance Trust, or Morgan Stanley Universal Funds, Inc.

                             DEDUCTIONS FROM ASSETS

Monthly charge for cost of insurance and cost of any riders.
Monthly charge for  administrative  expenses  (maximum charge  $16.00/month plus
$.05 per month per $1000 of specified amount).
<TABLE>
<CAPTION>
   <S>                                             <C>                                            <C>    
     Specified Amount                                   Policy Year                                Policy Years 6+
     ----------------                                   -----------                                ---------------
      100,000 - 999,999                              $16/mo + $.05/1000/mo                              $8/mo
    1,000,000 - 4,999,999                            $ 8/mo + $.05/1000/mo                              $4/mo
    5,000,000 +                                      $ 0/mo + $.05/1000/mo                              $0/mo

Daily  charge  from  the   Subaccounts  for  mortality  and  expense  risks  and
administrative  expenses,  at an annual rate of 0.90% for Policy Years 1-15, and
0.45% thereafter. This charge is not deducted from Fixed Account assets.
</TABLE>
<TABLE>
<CAPTION>
    <S>                                              <C>                                   <C>    
     LIVING BENEFITS                                  RETIREMENT BENEFITS                   DEATH BENEFITS

You may make partial withdrawals, subject to          Loans may be available on a           Generally, death benefit
certain restrictions. The Death Benefit will be       more favorable interest rate          income is tax free to the 
reduced by the amount of the partial  withdrawal.     basis after the tenth Policy Year     Beneficiary.   
AVLIC guarantees up to 15 free transfers              Should the Policy lapse while         The Beneficiary may be 
between the Investment  Options each Policy Year.     loans are outstanding, the            paid a lump sum or may
Under current practice, unlimited free transfers      portion of the loan attributable      select any of the five 
are permitted.                                        to earnings will become taxable       payment methods  
You may surrender the policy at any time for its      distributions. (See page 22.)         available as retirement 
Net Cash Surrender Value.                             You may take payment under            benefits.  
Some expenses that AVLIC incurs immediately           one or more of five  different  
upon the issuance of the Policy are recovered over    payment options. 
a period of years. Therefore, a Policy surrender on or
before the 14th  anniversary  date will be  assessed  
a Surrender Charge.  The charge decreases each year 
until no Surrender Charge is applied after the 
14th Policy Year.  Increases  in  coverage  after  
issue will also have a Surrender Charge associated 
with them. (See pages 22 and 28.) 
Accelerated payment of up to 50% of the lowest
scheduled Death Benefit is available under certain  
conditions if the surviving Insured is suffering from 
terminal illness.
</TABLE>


                                     BRAVO!
                                        6

<PAGE>

SUMMARY

The following summary is intended to highlight the most important  features of a
BRAVO! POLICY that you, as a prospective POLICYOWNER,  should consider. You will
find  more  detailed   information  in  the  main  portion  of  the  prospectus;
cross-references are provided for your convenience.  As you review this summary,
take note of the terms that appear in italics.  Each  italicized term is defined
in the glossary that begins on page 3 of this  prospectus.  This summary and all
other parts of this  prospectus  are qualified in their entirety by the terms of
the BRAVO! POLICY, which is available upon request from AVLIC.

WHO IS THE ISSUER OF A BRAVO! POLICY?
AVLIC  is the  issuer  of  each  BRAVO!  Policy.  AVLIC  enjoys  a  rating  of A
(Excellent)  for  financial  strength and operating  performance  from A.M. Best
Company, a firm that analyzes insurance  carriers.  This is the third highest of
Best's 15  categories.  AVLIC is rated AA (Very Strong) for financial  insurance
strength from Standard & Poor's.  This is the third highest of Standard & Poor's
21 ratings.  A stock life insurance  company  organized in Nebraska,  AVLIC is a
wholly owned subsidiary of AMAL Corporation which is, in turn, owned by Ameritas
Life  Insurance  Corp.  ("Ameritas  Life") and  AmerUs  Life  Insurance  Company
("AmerUs Life").  Ameritas Life, AmerUs Life and AMAL Corporation  guarantee the
obligations  of AVLIC,  including  the  obligations  of AVLIC  under each BRAVO!
POLICY;  taken  together,  these  companies have aggregate  assets of over $13.7
billion as of December 31, 1997 (page 10).

WHY SHOULD I CONSIDER PURCHASING A BRAVO! POLICY?
The primary purpose of a BRAVO!  Policy is to provide life insurance  protection
on the two INSUREDS named in the POLICY.  This means that, so long as the POLICY
is in force,  it will provide for:  
[ ] payment of a DEATH  BENEFIT,  which will never be less than the SPECIFIED  
    AMOUNT the  POLICYOWNER  selects (page 17) 
[ ] POLICY loan, SURRENDER and withdrawal features (page 22)

A BRAVO! POLICY also includes an investment component.  This means that, so long
as the POLICY is in force,  you will be responsible  for selecting the manner in
which NET PREMIUMS  will be invested.  Thus,  the value of a BRAVO!  POLICY will
reflect your investment choices over the life of the POLICY.

HOW DOES THE INVESTMENT COMPONENT OF MY BRAVO! POLICY WORK?
AVLIC has  established  a SEPARATE  ACCOUNT,  which is  separate  from all other
assets of AVLIC,  as a vehicle to  receive  and invest  premiums  received  from
BRAVO! POLICYOWNERS and owners of certain other variable universal life products
offered by AVLIC.  The SEPARATE  ACCOUNT is divided into  separate  SUBACCOUNTS.
Each  SUBACCOUNT  invests  exclusively  in  shares  of  one  of  the  investment
portfolios  available  through BRAVO! Each POLICYOWNER may allocate NET PREMIUMS
to  one or  more  SUBACCOUNTS,  or to  AVLIC's  FIXED  ACCOUNT  in  the  initial
application.  These  allocations may be changed,  without  charge,  by notifying
AVLIC's Home Office.  The aggregate value of your interests in the  SUBACCOUNTS,
the FIXED  ACCOUNT and any amount held in the GENERAL  ACCOUNT to secure  POLICY
debt will represent the ACCUMULATION VALUE of your BRAVO! POLICY (page 20).

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

[ ]FIDELITY MANAGEMENT & RESEARCH COMPANY:
                                         VIP Money Market
                                         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
[ ]FRED ALGER MANAGEMENT, INC.:
                                               Growth
                                            Income and Growth
                                            Small Capitalization
                                               Balanced
                                             MidCap Growth
                                           Leveraged AllCap



                                     BRAVO!
                                        7

<PAGE>

[ ]MASSACHUSETTS FINANCIAL SERVICES COMPANY:
                                            Emerging Growth
                                               Utilities
                                           World Governments
                                                Research
                                           Growth With Income

[ ]MORGAN STANLEY ASSET MANAGEMENT INC.:
                                        Emerging Markets Equity
                                              Global Equity
                                          International Magnum
                                              Asian Equity
                                            U.S. Real Estate

Details about the  investment  objectives  and policies of each of the available
investment portfolios, including management fees and expenses, appear on page 13
of this prospectus. In addition to the listed portfolios,  you may also elect to
allocate NET PREMIUMS to AVLIC's FIXED ACCOUNT (page 17).

HOW DOES THE LIFE INSURANCE COMPONENT OF A BRAVO! POLICY WORK?
A BRAVO!  POLICY  provides for the payment of a minimum  DEATH  BENEFIT upon the
SECOND DEATH.  The amount of the minimum DEATH BENEFIT -- sometimes  referred to
as the  SPECIFIED  AMOUNT of your BRAVO!  POLICY -- is chosen by you at the time
your BRAVO! POLICY is established. However, DEATH BENEFIT PROCEEDS -- the actual
amount that will be paid after AVLIC receives SATISFACTORY PROOF OF DEATH -- may
vary  over  the  life of your  BRAVO!  POLICY,  depending  on  which  of the two
available coverage options you select.

If you choose Option A, the DEATH BENEFIT payable under your BRAVO!  POLICY will
be the SPECIFIED  AMOUNT of your BRAVO!  POLICY OR the applicable  percentage of
its ACCUMULATION VALUE,  whichever is greater. If you choose Option B, the DEATH
BENEFIT  payable under your BRAVO!  POLICY will be the SPECIFIED  AMOUNT of your
BRAVO!  POLICY PLUS the Accumulation  Value of your BRAVO!  Policy,  or if it is
higher, the applicable percentage of the ACCUMULATION VALUE on the SECOND DEATH.
In either case, the applicable  percentage is established  based on the ATTAINED
AGE at the SECOND DEATH (page 18).

ARE THERE ANY RISKS INVOLVED IN OWNING A BRAVO! POLICY?
Yes. Over the life of your BRAVO!  POLICY, the SUBACCOUNTS to which you allocate
your  premiums  will  fluctuate  with  changes in the stock  market and  overall
economic factors. These fluctuations will be reflected in the ACCUMULATION VALUE
of your BRAVO! POLICY and may result in loss of principal.  For this reason, the
purchase of a BRAVO! POLICY may not be suitable for all individuals.  It may not
be advantageous to purchase a BRAVO!  POLICY to replace or augment your existing
insurance arrangements.  Appendix A includes tables illustrating the impact that
hypothetical  market  returns would have on  ACCUMULATION  VALUES under a BRAVO!
POLICY (page 40).

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

The distinction  between traditional life policies and a BRAVO! POLICY is that a
BRAVO!  POLICY  will not lapse  simply  because  premium  payments  are not made
according to that payment schedule. However, a BRAVO! POLICY will lapse, even if
scheduled  premium  payments are made, if the NET CASH  SURRENDER  VALUE of your
BRAVO! POLICY falls below zero or premiums paid do not, in the aggregate,  equal
the premium necessary to satisfy the MINIMUM BENEFIT (page 25) or the GUARANTEED
DEATH BENEFIT requirements (page 25).

HOW ARE PREMIUMS PAID, PROCESSED AND CREDITED TO ME?
Your BRAVO! POLICY will be issued after a completed application is accepted, and
the initial  premium payment is received,  by AVLIC at its Home Office.  AVLIC's
Home Office is located at 5900 "O" Street,  P.O. Box 82550,  Lincoln,  NE 68501.
Your initial NET PREMIUM  will be allocated on the ISSUE DATE to the  SUBACCOUNT
and/or  the  FIXED  ACCOUNT  according  to  the  selections  you  made  in  your
application.  If state or other applicable law or regulation  requires return of
at least your  premium  payments  should you return the POLICY  pursuant  to the
Free-Look  Privilege,  your  initial NET PREMIUM  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  and/or the FIXED  ACCOUNT
according to the instructions in your application. You have the right to examine
your BRAVO! POLICY and return it for a refund for a limited time, even after the
ISSUE DATE (page 24).



                                                      

                                     BRAVO!
                                        8

<PAGE>

You may make  subsequent  premium  payments  according to your PLANNED  PERIODIC
PREMIUM  schedule,  although  you are not  required  to do so.  AVLIC  will send
premium payment notices to you according to any schedule you select.  When AVLIC
receives  your premium  payment at its Home Office,  any  applicable  PERCENT OF
PREMIUM  CHARGE FOR TAXES will be deducted and the NET PREMIUM will be allocated
to the SUBACCOUNTS  and/or the FIXED ACCOUNT  according to your selections (page
26).

As already noted,  BRAVO!  provides you considerable  flexibility in determining
the frequency and amount of premium payments.  This flexibility is not, however,
unlimited.  You should keep certain  factors in mind in determining  the payment
schedule  that is best  suited to your  needs.  These  include the amount of the
MINIMUM  PREMIUM,  GUARANTEED  DEATH BENEFIT  PREMIUM  and/or NET POLICY FUNDING
requirement  needed  to keep your  BRAVO!  POLICY in force  (page  25);  maximum
premium  limitations  established  under the Federal tax laws (page 25); and the
impact that reduced premium payments may have on the NET CASH SURRENDER VALUE of
your BRAVO! POLICY (page 26).

IS THE ACCUMULATION VALUE OF MY BRAVO! POLICY AVAILABLE WITHOUT SURRENDER?
Yes. You may access the value of your BRAVO!  POLICY in one of two ways.  First,
you may obtain a loan, secured by the ACCUMULATION VALUE of your BRAVO!  POLICY.
The maximum  interest rate on any such loan is 6% annually;  the current rate is
5.5%  annually.  After the tenth POLICY  ANNIVERSARY,  you may borrow  against a
limited  amount  of the NET CASH  SURRENDER  VALUE of your  BRAVO!  POLICY  at a
maximum  annual  interest  rate of 4%; the  current  rate for such loans is 3.5%
annually (page 22).

You may also  access  the  value  of your  BRAVO!  POLICY  by  making a  partial
withdrawal.  A partial  withdrawal is not subject to SURRENDER  CHARGES,  but is
subject to a maximum  charge not to exceed the lesser of $50 or 2% of the amount
withdrawn (currently,  the partial withdrawal charge is the lesser of $25 or 2%)
(page 23).

ARE THERE ANY OTHER CHARGES ASSOCIATED WITH OWNERSHIP OF A BRAVO! POLICY?
Certain  states  impose  premium and other taxes in  connection  with  insurance
policies  such as BRAVO!  AVLIC may deduct up to 3% of each premium as a PERCENT
OF PREMIUM CHARGE FOR TAXES. Currently, 2.25% is deducted for this purpose.

Charges  are  deducted  against  the  ACCUMULATION  VALUE to  cover  the COST OF
INSURANCE  under the  POLICY  and to  compensate  AVLIC for  administering  each
individual  BRAVO!  POLICY.  These  charges,  which  are  part  of  the  MONTHLY
DEDUCTION,  are calculated  and paid on each MONTHLY  ACTIVITY DATE. The COST OF
INSURANCE  is  calculated  based on risk  factors  relating  to the  INSUREDS as
reflected in relevant actuarial tables.  The ADMINISTRATIVE  EXPENSE CHARGES are
based on your SPECIFIED  AMOUNT and the POLICY  duration.  They may be increased
during  the life of your  BRAVO!  POLICY,  up to a maximum of $16 per month plus
$.05 per month per $1000 of SPECIFIED AMOUNT.

For its services in  administering  the SEPARATE  ACCOUNT and SUBACCOUNTS and as
compensation  for bearing  certain  mortality and expense  risks,  AVLIC is also
entitled to receive fees.  These fees are  calculated  daily during the first 15
years of each BRAVO!  POLICY, at a combined annual rate of 0.90% of the value of
the net assets of the SEPARATE ACCOUNT.  After the 15th POLICY ANNIVERSARY DATE,
the  combined  annual rate will  decrease to .45% of the daily net assets of the
SEPARATE ACCOUNT. No MORTALITY AND EXPENSE RISK CHARGE will be deducted from the
amounts in the FIXED ACCOUNT. (page 29).

Finally, because AVLIC incurs expenses immediately upon the issuance of a BRAVO!
POLICY  that are  recovered  over a period of  years,  a BRAVO!  POLICY  that is
SURRENDERED  on or before  its 14th  POLICY  ANNIVERSARY  DATE is  subject  to a
SURRENDER  CHARGE.  Additional  SURRENDER  CHARGES may apply if you increase the
SPECIFIED  AMOUNT of your BRAVO!  POLICY.  Because the  SURRENDER  CHARGE may be
significant  upon early SURRENDER,  you should purchase a BRAVO!  POLICY only if
you intend to maintain your BRAVO! POLICY for a substantial period (page 28).

POLICYOWNERS  who  choose  to  allocate  NET  PREMIUMS  to  one or  more  of the
SUBACCOUNTS  will also bear a pro rata share of the management fees and expenses
paid by each of the  investment  portfolios  in which  the  various  SUBACCOUNTS
invest.  No such management fees are assessed against NET PREMIUMS  allocated to
the FIXED ACCOUNT (page 29).

WHEN DOES MY BRAVO! POLICY TERMINATE?
You may terminate your BRAVO!  POLICY BY SURRENDERING  the POLICY while at least
one INSURED is alive for its NET CASH SURRENDER VALUE (page 22). As noted above,
your  BRAVO!  POLICY  will  terminate  if you fail to pay  required  premiums or
maintain sufficient NET CASH SURRENDER VALUE to cover POLICY charges (page 20).

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.  This issue arose  because  both  mainframe  and  PC-based
computer  hardware and software have  traditionally  used two digits to identify
the year. For example, the year 1998 is input, stored and calculated as "98."

                                     BRAVO!
                                        9

<PAGE>

Similarly,  the year 2000  would be input,  stored  and  calculated  as "00." If
computers  assume  this  means  1900,  it could  cause  errors in  calculations,
comparisons, and other computing functions.

Like all  insurance  companies,  AVLIC  makes  extensive  use of dates  and date
calculations. We began a corporate-wide Year 2000 (Y2K) project in mid-1996. Our
goal is to ensure that our computer systems continue to operate smoothly with no
service disruptions before, during or after the year 2000.

As of December 31, 1998, all of our computer  application and operating  systems
had been updated for the year 2000. Continuous testing and monitoring throughout
1999 will help AVLIC continue to meet our contractual and service obligations to
our customers.  In addition to our internal  efforts,  AVLIC is working  closely
with vendors and other business partners to confirm that they too are addressing
Y2K issues on a timely basis. We believe that we are Y2K-compliant;  however, in
the event we or our service providers, vendors, financial institutions or others
with which we conduct  business,  fail to be Y2K - compliant,  there would  be a
materially adverse effect on us.


AMERITAS VARIABLE LIFE INSURANCE COMPANY AND THE SEPARATE ACCOUNT

AMERITAS VARIABLE LIFE INSURANCE COMPANY

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

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 ("Home Office").

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  AMAL  Corporation  is 66% owned by
Ameritas Life and 34% owned by AmerUs Life.  AmerUs Life has options to purchase
an additional  interest in AMAL Corporation if certain conditions are met. There
are no other owners of 5% or more of the outstanding voting securities of AVLIC.

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

AVLIC  has a rating  of A  (Excellent)  for  financial  strength  and  operating
performance  from A.M. Best Company,  a firm that analyzes  insurance  carriers.
This is the  third  highest  of Best's  15  categories.  AVLIC is rated AA (Very
Strong) for  insurer  financial  strength  from  Standard & Poor's.  This is the
third-highest  of  Standard & Poor's 21  ratings.  Ameritas  Life  enjoys a long
standing A+ (Superior) rating from A.M. Best, the second highest of its ratings.

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  which has a
financial  rating by a national  rating agency equal to or greater than Ameritas
Life and which agrees to assume the  guarantee.  AmerUs Life will be relieved of
its obligations under the guarantee if it sells its interest in AMAL Corporation
to another  insurance  company which has a financial rating by a national rating
agency equal to or greater than that of AmerUs Life,  and the purchaser  assumes
the guarantee.

Ameritas  Investment Corp. ("AIC"),  the principal  underwriter of the Policies,
may publish in advertisements and reports to Policyowners, the ratings and other
information  assigned  to  Ameritas  Life and  AVLIC by one or more  independent
rating  services.   Published   material  may  also  include  charts  and  other
information concerning dollar cost averaging,  portfolio  rebalancing,  earnings
sweep,  tax-deference,  asset  allocation,  diversification,  long  term  market
trends, index performance and other investment methods and programs. The purpose
of the ratings is to reflect the financial strength and/or claims-paying ability
of AVLIC. The ratings do not relate to the performance of the Separate Account.

AMERITAS VARIABLE LIFE INSURANCE COMPANY SEPARATE ACCOUNT V

Ameritas  Variable Life  Insurance  Company  Separate  Account V ("the  Separate
Account") was  established  under Nebraska law on August 28, 1985. The assets of
the  Separate  Account are held by AVLIC  segregated  from all of AVLIC's  other
assets,  are not chargeable with  liabilities  arising out of any other business
which AVLIC may conduct,

                                                    

                                     BRAVO!
                                       10

<PAGE>

and are not affected by income,  gains, or losses of AVLIC.  Although the assets
maintained  in the Separate  Account  will not be charged  with any  liabilities
arising  out of  AVLIC's  other  business,  all  obligations  arising  under the
Policies  are  liabilities  of AVLIC who will  maintain  assets in the  Separate
Account of a total market value at least equal to the reserve and other contract
liabilities  of the Separate  Account.  The  Separate  Account will at all times
contain  assets equal to or greater  than  Accumulation  Values  invested in the
Separate  Account.  Nevertheless,  to the extent assets in the Separate  Account
exceed AVLIC's liabilities in the Separate Account,  the assets are available to
cover the liabilities of AVLIC's General Account.  AVLIC may, from time to time,
withdraw assets available to cover the General Account obligations.

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

PERFORMANCE INFORMATION

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

AVLIC may also provide individualized hypothetical illustrations of Accumulation
Value, Net Cash Surrender Value and Death Benefit based on historical investment
returns of the Funds.  These  illustrations  will  reflect  deductions  for Fund
expenses  and  Policy  and  Separate  Account  charges,  including  the  Monthly
Deduction,  Percent of Premium Charge for Taxes, and the Surrender Charge. These
hypothetical  illustrations will be based on the actual historical experience of
the Funds as if the  Subaccounts  had been in existence  and a Policy issued for
the same periods as those indicated for the Funds.

THE FUNDS

There are  currently 26  Subaccounts  within the Separate  Account  available to
Policyowners for new allocations.  The assets of each Subaccount are invested in
shares  of a  corresponding  portfolio  of  one of the  following  mutual  Funds
(collectively,  the  "Funds"):  Variable  Insurance  Products  Fund and Variable
Insurance  Products  Fund II,  (respectively,  "VIP" and "VIP II";  collectively
"Fidelity Funds"); The Alger American Fund ("Alger American Fund"); MFS Variable
Insurance Trust ("MFS Trust"); and Morgan Stanley Universal Funds, Inc. ("Morgan
Stanley Fund").  VIP, which is managed by Fidelity Management & Research Company
("Fidelity"),   offers  the  following   portfolios:   VIP  Money  Market,   VIP
Equity-Income,  VIP Growth,  VIP High  Income,  and VIP  Overseas.  VIP II, also
managed by Fidelity, offers the following portfolios:  VIP II Asset Manager, VIP
II Investment  Grade Bond, VIP II Asset Manager:  Growth,  VIP II Index 500, and
VIP II  Contrafund.  The Alger  American  Fund,  which is  managed by Fred Alger
Management,  Inc. ("Alger Management"),  offers the following portfolios:  Alger
American  Growth  ("Growth"),  Alger  American  Income and Growth  ("Income  and
Growth"),  Alger American Small Capitalization ("Small  Capitalization"),  Alger
American Balanced ("Balanced"),  Alger American MidCap Growth ("MidCap Growth"),
and Alger American Leveraged AllCap ("Leveraged AllCap"). The MFS Trust, managed
by Massachusetts  Financial  Services Company ("MFS Co."),  offers the following
portfolios or series in connection with this Policy:  MFS Emerging  Growth,  MFS
Utilities, MFS World Governments,  MFS Research, and MFS Growth With Income. The
Morgan  Stanley Fund offers the  following  portfolios  in  connection  with the
Policy,  all of which  are  managed  by Morgan  Stanley  Asset  Management  Inc.
("MSAM"):  Emerging Markets Equity,  Global Equity,  International Magnum, Asian
Equity,  and U.S. Real Estate.  Each Fund is  registered  with the SEC under the
Investment Company Act of 1940 as an open-end management investment company.

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

The investment  objectives and policies of each portfolio are summarized  below.
There is no  assurance  that any of the  portfolios  will  achieve  their stated
objectives.  More detailed  information,  including a description  of investment
objectives, policies,  restrictions,  expenses and risks, is in the prospectuses
for each of the Funds,  which must  accompany  or precede this  prospectus.  All
underlying Fund information,  including Fund prospectuses,  has been provided to
AVLIC  by the  underlying  Funds.  AVLIC  has not  independently  verified  this
information. One or more of the portfolios may employ investment techniques that
involve certain risks,  including  investing in non-investment  grade, high risk
debt  securities,  entering into  repurchase  agreements and reverse  repurchase
agreements, lending portfolio securities, engaging

                                     BRAVO!
                                       11

<PAGE>

in "short sales  against the box,"  investing in  instruments  issued by foreign
banks,  entering into firm  commitment  agreements and investing in warrants and
restricted  securities.  In addition,  certain of the  portfolios  may invest in
securities of foreign issuers.

The  Leveraged  AllCap  portfolio  may borrow money to increase its portfolio of
securities, and may purchase or sell options and enter into futures contracts on
securities  indexes  to  increase  gain or to hedge the value of the  portfolio.
Certain of the  portfolios  are permitted to invest a portion of their assets in
non-investment  grade, high risk debt securities;  these portfolios  include the
VIP High Income, VIP Equity-Income,  VIP II Asset Manager:  Growth, VIP II Asset
Manager  portfolios of the Fidelity Funds, and the Research portfolio of the MFS
Fund. Certain  portfolios are designed to invest a substantial  portion of their
assets overseas, such as the VIP Overseas portfolio and the International Magnum
portfolio of the Morgan Stanley Fund. Other  portfolios  invest primarily in the
securities  markets  of  emerging  nations.  Investments  of this  type  involve
different  risks than  investments in more  established  economies,  and will be
affected by greater  volatility of currency  exchange rates and overall economic
and political  factors.  Such portfolios include the Emerging Markets Equity and
Asian Equity  portfolios of the Morgan Stanley Fund. The Emerging Markets Equity
portfolio may also invest in  non-investment  grade,  high risk debt  securities
(also known as "junk bonds") and securities of Russian companies.  Investment in
Russian  companies may involve  risks  associated  with that nation's  system of
share  registration  and  custody.  Securities  of non-U.S.  issuers  (including
issuers in emerging  nations) may also be purchased by each of the portfolios of
the MFS Trust and the  Global  Equity  portfolio  of the  Morgan  Stanley  Fund.
Investments  acquired by the U.S.  Real Estate  portfolio of the Morgan  Stanley
Fund may be subject to the risks  associated  with the direct  ownership of real
estate  and  direct  investments  in  real  estate  investment  trusts.  Further
information about the risks associated with investments in each of the Funds and
their  respective  portfolios  is contained in the  prospectus  relating to that
Fund.  These  prospectuses,  together  with  this  prospectus,  should  be  read
carefully and retained.

You should  periodically  consider the allocation among the Subaccounts in light
of current market  conditions and the investment risks attendant to investing in
the Funds' various portfolios.

The Separate  Account will purchase and redeem shares from the portfolios at the
net asset value.  Shares will be redeemed to the extent  necessary  for AVLIC to
collect charges, pay the Surrender Values, partial withdrawals,  and make Policy
loans or to  transfer  assets  among  Investment  Options  as you  request.  Any
dividend or capital gain  distribution  received is automatically  reinvested in
the corresponding Subaccount.

Since each of the Funds is designed to provide investment  vehicles for variable
annuity and variable life insurance contracts of various insurance companies and
will be sold to separate  accounts of other  insurance  companies as  investment
vehicles  for various  types of variable  life  insurance  policies and variable
annuity  contracts,  there is a possibility  that a material  conflict may arise
between the  interests of the  Separate  Account and one or more of the separate
accounts of another participating  insurance company. In the event of a material
conflict,  the affected  insurance  companies agree to take any necessary steps,
including  removing  their  separate  accounts  from the Funds,  to resolve  the
matter.  The risks of such mixed and shared funding are described further in the
prospectuses of the Funds.



                                                      

                                     BRAVO!
                                       12

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS' PORTFOLIOS
<TABLE>
<CAPTION>
<S>                       <C>                                                                  <C>    
- ------------------------------------------------------------------------------------------------------------------------------------
FIDELITY FUNDS
- ------------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO                  INVESTMENT POLICIES                                                  OBJECTIVE
- ------------------------------------------------------------------------------------------------------------------------------------
 VIP Money Market          High-quality U.S. dollar denominated money market                    Seeks to obtain as high a level
                           instruments of domestic and foreign Issuers. (Commercial             of current income as is
                           Paper, Certificate of Deposit.)                                      consistent with preserving
                                                                                                capital and providing liquidity.
- ------------------------------------------------------------------------------------------------------------------------------------
 VIP Equity-Income         At least 65% in income producing common or preferred                 Seeks reasonable income by
                           stock.  The remainder will normally be invested in                   investing primarily in income
                           convertible and non-convertible debt obligations.                    producing equity securities.  The
                                                                                                goal is to achieve yield in
                                                                                                excess of the composite yield of
                                                                                                the Standard & Poor's 500
                                                                                                Composite Stock Price Index.
- ------------------------------------------------------------------------------------------------------------------------------------
 VIP Growth                Portfolio purchases normally will be common stocks of                Seeks to achieve capital
                           both well-known established companies and smaller, less-             appreciation by investing
                           known companies, although the investments are not                    primarily in common stocks.
                           restricted to any one type of security.  Dividend income
                           will only be considered if it might have an effect on stock
                           values.
- ------------------------------------------------------------------------------------------------------------------------------------
 VIP High Income           At least 65% in  income  producing  debt securities and              Seeks to obtain a high level of
                           preferred stocks, up to 20% in common stocks and other               current income by investing in 
                           equity securities, and up to 15% in securities subject to            high income producing  lower-  
                           restriction on resale.                                               rated debt securities (sometimes
                                                                                                called "junk bonds"), preferred
                                                                                                stocks including convertible
                                                                                                securities and restricted
                                                                                                securities.
- ------------------------------------------------------------------------------------------------------------------------------------
 VIP Overseas              At least 65% invested in securities of issuers outside of            Seeks long-term growth of
                           North America.  Most issuers will be located in developed            capital primarily through
                           countries in the Americas, the Far East and Pacific Basin,           investments in foreign
                           Scandinavia and Western Europe.  While the primary                   securities.
                           purchases will be common stocks, all types of securities
                           may be purchased.
- ------------------------------------------------------------------------------------------------------------------------------------
 VIP II Asset Manager      Equities (Growth, High Dividends, Utility),  bonds                   Seeks to obtain high total return
                           (Government, Agency, Mortgage backed, Convertible and                with reduced risk over the long 
                           Zero  Coupon) and money market instruments.                          term by  allocating its assets
                                                                                                among domestic and foreign
                                                                                                stocks, bonds, and short-term
                                                                                                fixed-income securities.
- ------------------------------------------------------------------------------------------------------------------------------------
VIP II Investment          A portfolio of investment grade fixed-income securities              Seeks as high a level of current 
Grade Bond                 with a dollar weighted average maturity of less than ten             income as is consistent with the
                           years.                                                               preservation of capital.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                      BRAVO!
                                                        13

<PAGE>

<TABLE>
<CAPTION>
<S>                       <C>                                                                  <C>   
- ------------------------------------------------------------------------------------------------------------------------------------
VIP II Asset Manager:      Focuses on stocks for high potential returns but also                Seeks to maximize total return
Growth                     purchases bonds and short-term instruments.                          by allocating its assets among
                                                                                                foreign and domestic stocks,
                                                                                                bonds, short-term instruments
                                                                                                and other investments.
- ------------------------------------------------------------------------------------------------------------------------------------
VIP II Index 500           At least 80% (65% if fund assets are below $20 million) in           Seeks investment results that
                           equity securities of companies that compose the Standard             correspond to the total return of
                           & Poor's 500.  Also purchases short-term debt securities for         common stocks of companies
                           cash management purposes and uses various investment                 that compose the Standard &
                           techniques, such as futures contracts, to adjust its exposure        Poor's 500.
                           to the Standard & Poor's 500.
- ------------------------------------------------------------------------------------------------------------------------------------
VIP II Contrafund          Portfolio purchases will normally be common stock or                 Seeks long-term capital
                           securities convertible into common stock of companies                appreciation.
                           believed to be undervalued due to an overly pessimistic
                           appraisal by the public.
- ------------------------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------------------------
ALGER
AMERICAN FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO                  INVESTMENT POLICIES                                                  OBJECTIVE
- ------------------------------------------------------------------------------------------------------------------------------------
Growth                     The portfolio will invest its assets in companies whose              Seeks long-term capital
                           securities are traded on domestic stock  exchanges or in the         appreciation.  
                           over-the-counter market. Except during  temporary
                           defensive periods, the portfolio will invest at least 65% of 
                           its total assets in the securities of companies that have a 
                           total market capitalization of $1 billion or greater.
- ------------------------------------------------------------------------------------------------------------------------------------
Income and                 The portfolio attempts to invest 100% of its assets, and             Seeks to provide a high level of
Growth                     except during temporary defensive periods, it is a                   dividend income to the extent
                           fundamental policy of the portfolio to invest, at least 65%          consistent with prudent
                           of its total assets in dividend paying equity securities.            investment management.
                                                                                                Capital appreciation is a
                                                                                                secondary objective of the 
                                                                                                portfolio. 
- ------------------------------------------------------------------------------------------------------------------------------------
Small Capitalization       Except during temporary defensive periods, the portfolio             Seeks long-term capital
                           invests at least 65% of its total assets in equity securities of     appreciation.
                           companies that, at the time of purchase of the securities,
                           have total market capitalization within the range of
                           companies included in the Russell 2000 Growth Index or
                           the S&P SmallCap 600 Index, updated quarterly.  The
                           portfolio may invest up to 35% of its total assets in equity
                           securities of companies that, at the time of purchase, have
                           total market capitalization outside the range of companies
                           included in those Indexes and in excess of that amount (up
                           to 100% of its assets) during temporary defensive periods.
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>
                                                      

                                     BRAVO!
                                       14

<PAGE>
<TABLE>
<CAPTION>
<S>                       <C>                                                                   <C>    
- ------------------------------------------------------------------------------------------------------------------------------------
Balanced                   The portfolio will invest its assets in common stocks and             Seeks current income and long-
                           investment grade preferred stock and debt securities as well          term capital appreciation by
                           as securities convertible into common stocks.  Except                 investment in common stocks
                           during defensive periods, it is anticipated that 25% of the           and fixed income and
                           portfolio assets will be invested in fixed income senior              convertible securities, with
                           securities.                                                           emphasis on income producing
                                                                                                 securities which appear to have
                                                                                                 potential for capital
                                                                                                 appreciation.
- ------------------------------------------------------------------------------------------------------------------------------------
MidCap Growth              Except during temporary defensive periods, the portfolio              Seeks long-term capital
                           invests at least 65% of its total assets in equity securities of      appreciation.
                           companies that, at the time of purchase of the securities,
                           have total market capitalization within the range of
                           companies included in the S&P MidCap 400 Index,
                           updated quarterly.  The S&P MidCap 400 Index is
                           designed to track the performance of medium capitalization
                           companies.  The portfolio may invest up to 35% of its total
                           assets in securities that, at the time of purchase, have total
                           market capitalization outside the range of companies
                           included in the S&P MidCap 400 Index and in excess of
                           that amount (up to 100% of its assets) during temporary
                           defensive periods.
- ------------------------------------------------------------------------------------------------------------------------------------
Leveraged AllCap           Invests at least 85% of net assets in equity securities of            Seeks long-term capital
                           companies of any size, except during defensive periods.               appreciation.
                           May purchase put and call options and sell covered options
                           to increase gain and to hedge.  May enter into futures
                           contracts  and purchase and sell options on these futures
                           contracts.  May also borrow money for purchase of
                           additional securities.
- ------------------------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------------------------
MFS  FUNDS
- ------------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO                  INVESTMENT POLICIES                                            OBJECTIVE
- ------------------------------------------------------------------------------------------------------------------------------------
Emerging Growth            At least 80% normally will be invested in equity securities           Seeks to provide long-term
Series                     of emerging growth companies.  Up to 25% may be                       capital growth; dividend and
                           invested in foreign securities not including ADRs.                    interest income is incidental.
- ------------------------------------------------------------------------------------------------------------------------------------
Utilities Series           At least 65%, but up to 100%  normally will be invested in            Seeks capital  growth and current  
                           equity and debt securities of both domestic and foreign               income (above that available
                           companies in the utilities  industry.  Normally, not more             from a portfolio invested  
                           than 35% will be invested in equity and debt securities of            entirely in equity securities).
                           issuers  in  other   industries,   including  foreign
                           securities, emerging market securities and non-dollar
                           denominated securities.
- ------------------------------------------------------------------------------------------------------------------------------------
World Governments          At least 80% normally will be invested in debt securities.            Seeks to provide long-term
Series                     May invest up to 100% of assets in foreign securities,                growth of capital and future
                           including emerging markets securities.                                income.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     BRAVO!
                                       15

<PAGE>
<TABLE>
<CAPTION>
<S>                       <C>                                                                   <C>   
- ------------------------------------------------------------------------------------------------------------------------------------
Research Series            Invests in common stocks or securities convertible into               Seeks to provide long-term
                           common stocks of companies believed to possess better                 growth of capital and future
                           than average prospects for long-term growth.  Up to 10%               income.
                           may be invested in non-investment grade debt; up to 20%
                           may be invested in foreign securities (including emerging
                           market issues.)
- ------------------------------------------------------------------------------------------------------------------------------------
Growth With Income         At least 65% will normally be invested in common stocks               Seeks to provide  reasonable  
Series                     or securities  convertible  into common stocks of companies           current income and long-term
                           believed to have long-term prospects for growth and                   growth of capital and income.
                           income.  Expects to invest not more than 15% in foreign
                           securities (including emerging market issues.)
- ------------------------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------------------------
MORGAN
STANLEY FUNDS
- ------------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO                  INVESTMENT POLICIES                                                  OBJECTIVE
- ------------------------------------------------------------------------------------------------------------------------------------
Emerging Markets           Invests primarily in equity securities of emerging market            Long-term capital appreciation.
Equity                     country issuers with a focus on those countries whose
                           economies  the  portfolio's  adviser  believes  to be
                           developing strongly and in which markets are becoming
                           more sophisticated.
- ------------------------------------------------------------------------------------------------------------------------------------
Global Equity              Invests primarily in equity securities of issuers throughout         Long-term capital  appreciation.
                           the world, including U.S. issuers and emerging market
                           countries,  using an approach that is oriented to the
                           selection of individual  stocks that the  portfolio's
                           adviser believes are undervalued.
- ------------------------------------------------------------------------------------------------------------------------------------
International Magnum       Invests primarily in equity securities of non-U.S. issuers,          Long-term capital  appreciation.
                           generally in accordance with weightings determined by
                           the portfolio's  adviser, in countries comprising the
                           Morgan   Stanley   Capital    International   Europe,
                           Australia,  Far  East  Index,  commonly  known as the
                           "EAFE Index."
- ------------------------------------------------------------------------------------------------------------------------------------
Asian Equity               Invests primarily in equity securities of Asian issuers,             Long-term capital   appreciation.
                           excluding  Japan,  using an approach that is oriented
                           to the selection of individual stocks believed by the
                           portfolio's adviser to be undervalued.
- ------------------------------------------------------------------------------------------------------------------------------------
U.S. Real Estate           Invests primarily in equity securities of companies                  Above-average current income
                           primarily engaged in the U.S. real estate industry, including        and long-term capital
                           real estate investment trusts.                                       appreciation.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

AVLIC  reserves  the right,  subject  to  applicable  law,  to add,  delete,  or
substitute investments in the Separate Account. AVLIC will notify the SEC and/or
state insurance  authorities and will obtain  required  approvals  before making
additions, deletions, or substitutions.  The Separate Account may, to the extent
permitted  by law,  purchase  other  securities  for other  policies or permit a
conversion between policies upon your request.

AVLIC may, in its sole discretion,  also establish additional Subaccounts of the
Separate  Account,  each of which would invest in shares  corresponding to a new
portfolio  of the Funds or in  shares of  another  investment  company  having a
specified investment objective. AVLIC may, in its sole discretion, establish new
Subaccounts or eliminate one or more


                                          

                                     BRAVO!
                                       16

<PAGE>

Subaccounts if marketing  needs,  tax  considerations  or investment  conditions
warrant. Any new Subaccounts may be made available to existing Policyowners on a
basis to be determined by AVLIC.

If AVLIC considers it to be in the best interest of Policyowners, and subject to
any approvals that may be required under  applicable  law, the Separate  Account
may  be  operated  as a  management  company  under  the  1940  Act,  it  may be
deregistered under that Act if registration is no longer required,  or it may be
combined  with  other  AVLIC  separate  accounts.  To the  extent  permitted  by
applicable  law,  AVLIC may also  transfer  the assets of the  Separate  Account
associated with the Policies to another  separate  account.  In addition,  AVLIC
may,  when  permitted  by law,  restrict  or  eliminate  any  voting  rights  of
Policyowners or other persons who have voting rights as to the Separate Account.

If any of these  substitutions  or changes are made,  AVLIC may, by  appropriate
endorsement,  change the Policy to reflect the substitution or change.  You will
be notified of any material change in the investment  policy of any portfolio in
which you have an interest.

FIXED ACCOUNT

You may elect to allocate  all or a portion of your Net Premium  payments to the
Fixed Account, and you may also transfer monies between the Separate Account and
the Fixed Account. (See the section on Transfers.)

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

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

POLICY BENEFITS

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

PURPOSES OF THE POLICY

The Policy is designed to provide the Policyowner  with both lifetime  insurance
protection and  flexibility in the amount and frequency of premium  payments and
with the level of life insurance proceeds payable under the Policy.

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

                                     BRAVO!
                                       17

<PAGE>

The Death Benefit may, and the Accumulation Value will, vary with the investment
experience  of  the  chosen  Subaccounts  of  the  Separate  Account.  Thus  the
Policyowner  benefits from any  appreciation in value of the underlying  assets,
but bears the investment risk of any depreciation in value. As a result, whether
or not a Policy  continues  in force  may  depend  in part  upon the  investment
experience  of the chosen  Subaccounts.  The  failure to pay a Planned  Periodic
Premium  will not  necessarily  cause the Policy to lapse,  but the Policy could
lapse even if Planned  Periodic  Premiums  have been  paid,  depending  upon the
investment  experience  of the  Separate  Account.  If the  Minimum  Premium  or
Guaranteed Death Benefit Premium is satisfied by Net Policy Funding,  AVLIC will
keep the Policy in force  during  the  appropriate  period  and  provide a Death
Benefit.  In certain  instances,  this Net Policy  Funding  will not,  after the
payment of Monthly Deductions, generate positive Net Cash Surrender Values.

DEATH BENEFIT PROCEEDS

As long as the  Policy  remains  in  force,  AVLIC  will pay the  Death  Benefit
Proceeds of the Policy upon Satisfactory Proof of Death,  according to the Death
Benefit  option in effect at the time of the  Second  Death.  The  amount of the
Death  Benefits  payable will be determined  at the end of the Valuation  Period
during which the Second Death occurs.  The Death Benefit Proceeds may be paid in
a lump sum or under one or more of the payment options set forth in the Policy.
(See the section on Payment Options.)

Death  Benefit   Proceeds  will  be  paid  to  the  surviving   Beneficiary   or
Beneficiaries  you specified in the application or as subsequently  changed.  If
you do not  choose  a  Beneficiary,  the  proceeds  will be paid to you,  as the
Policyowner, or to your estate.

DEATH BENEFIT OPTIONS

The Policy provides two Death Benefit  options.  The Policyowner  selects one of
the options in the application. The Death Benefit under either option will never
be less than the  current  Specified  Amount of the Policy as long as the Policy
remains in force.  (See the  section  on Policy  Lapse and  Reinstatement.)  The
minimum initial  Specified Amount is $100,000.  The following graphs  illustrate
the differences in the two Death Benefit options.


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

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

Under Option A, the Death Benefit is the current  Specified Amount of the Policy
or, if greater,  the applicable  percentage of Accumulation  Value at the Second
Death. The applicable  percentage is 250% for Attained Ages 40 or younger on the
Policy  Anniversary Date prior to the Second Death. For Attained Ages over 40 on
that  Policy  Anniversary  Date,  the  percentage  declines.  For  example,  the
percentage  at Attained Age 40 is 250%,  at Attained Age 50 is 185%, at Attained
Age 60 is 130%, at Attained Age 70 is 115%,  at Attained Age 80 is 105%,  and at
Attained Age 90 is 105%. The applicable percentage will never be less than 101%.
Accordingly, under Option A the Death Benefit will remain level at the Specified
Amount  unless the  applicable  percentage  of  Accumulation  Value  exceeds the
current  Specified  Amount,  in which case the amount of the Death  Benefit will
vary as the Accumulation Value varies. Policyowners who prefer to have favorable
investment  performance,  if any, reflected in higher Accumulation Value, rather
than increased insurance coverage, generally should select Option A.


                                                      
                                     BRAVO!
                                       18

<PAGE>




OPTION B.
[Omitted graph illustrates  payout under Death Benefit Option B, specifically by
showing  the  relaionships  over  time,  between  the  Specified  Amount and the
Accumulation Value.]

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

Under Option B, the Death Benefit is equal to the current  Specified Amount plus
the Accumulation Value of the Policy or, if greater,  the applicable  percentage
of the Accumulation Value at the Second Death. The applicable  percentage is the
same as under  Option A: 250% for  Attained  Ages 40 or  younger  on the  Policy
Anniversary  Date prior to the Second  Death.  For Attained Ages over 40 on that
Policy Anniversary Date the percentage declines. Accordingly, under Option B the
amount of the Death  Benefit will always vary as the  Accumulation  Value varies
(but will never be less than the Specified  Amount).  Policyowners who prefer to
have favorable investment performance,  if any, reflected in increased insurance
coverage, rather than higher Accumulation Values, generally should select Option
B.

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

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

No charges will be imposed upon a change in Death Benefit option,  nor will such
a change  in and of  itself  result in an  immediate  change in the  amount of a
Policy's  Accumulation Value.  However, a change in the Death Benefit option may
affect the Cost of  Insurance  because this charge  varies  depending on the Net
Amount at Risk.  Changing from Option B to Option A generally  will decrease the
Net  Amount  at Risk in the  future,  and will  therefore  decrease  the Cost of
Insurance.  Changing  from  Option A to  Option B  generally  will  result in an
increase in the Cost of Insurance  over time because the Cost of Insurance  rate
will increase with the ages of the Insureds,  even though the Net Amount at Risk
will  generally  remain level.  (See the sections on Charges and  Deductions and
Federal Tax Matters.)

CHANGE IN  SPECIFIED  AMOUNT.  Subject to certain  limitations,  after the first
Policy Year, a Policyowner  may increase or decrease the  Specified  Amount of a
Policy.  A change in  Specified  Amount  affects  the Net Amount at Risk,  which
affects the Cost of Insurance  and may have federal tax  consequences.  (See the
sections on Charges and Deductions and Federal Tax Matters.)

Any increase or decrease in the  Specified  Amount will become  effective on the
Monthly  Activity Date on or following the date a written request is approved by
AVLIC.  The  Specified  Amount of a Policy may be changed only once per year and
AVLIC  may limit the size of a change in a Policy  Year.  The  Specified  Amount
remaining in force after any requested  decrease may not be less than  $100,000.
In addition,  if a decrease in the Specified  Amount makes the Policy not comply
with the maximum premium limits required by federal tax law, the decrease may be
limited or the Accumulation  Value may be returned to you, at your election,  to
the extent necessary to meet the requirements. (See the section on Premiums.)

Increases in the  Specified  Amount will be allowed after the first Policy Year.
For an increase in the Specified Amount, you must submit a written  supplemental
application. AVLIC may also require additional evidence of insurability.

                                     BRAVO!
                                       19

<PAGE>

Although  an increase  need not  necessarily  be  accompanied  by an  additional
premium,  in certain  cases an  additional  premium  will be required to put the
requested  increase in effect.  (See the section on Premiums  upon  Increases in
Specified  Amount.)  The  minimum  amount of any  increase  is  $50,000,  and an
increase cannot be made if either Insured was over age 85 on the previous Policy
Anniversary  Date.  An  increase  in the  Specified  Amount  will also  increase
Surrender  Charges.  An increase in the Specified  Amount during the time either
the Minimum Benefit or the Guaranteed Death Benefit  provision is in effect will
increase the respective  premium  requirements.  (See the section on Charges and
Deductions.)

METHODS OF AFFECTING INSURANCE PROTECTION

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

DURATION OF THE POLICY

The duration of the Policy generally  depends upon the  Accumulation  Value. The
Policy  will  remain  in  force  so long  as the Net  Cash  Surrender  Value  is
sufficient to pay the Monthly  Deduction or if the Minimum Benefit or Guaranteed
Death  Benefit  provision  is in  effect.  (See  the  section  on  Charges  from
Accumulation Value.) However,  when the Net Cash Surrender Value is insufficient
to pay the Monthly  Deduction and the Grace Period  expires  without an adequate
payment by the Policyowner,  the Policy will lapse and terminate  without value.
(See the section on Policy Lapse and Reinstatement.)

ACCUMULATION VALUE

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

Accumulation  Value is determined on each Valuation Date. On the Issue Date, the
Accumulation  Value will equal the portion of any Net Premium  allocated  to the
Investment  Options,  reduced  by the  portion  of the first  Monthly  Deduction
allocated to the Investment Options.  (See the section on Allocation of Premiums
and Accumulation  Value.)  Thereafter,  on each Valuation Date, the Accumulation
Value of the Policy will equal:
     (1) The aggregate values belonging to the Policy in each of the Subaccounts
         on the Valuation Date, determined by multiplying each Subaccount's unit
         value by the number  of Subaccount  units allocated to the Policy; plus
     (2) The value of allocations to the Fixed Account; plus
     (3) Any Accumulation  Value impaired by Outstanding Policy Debt held in the
         General Account; plus 
     (4) Any Net Premiums received on that Valuation Date; less 
     (5) Any partial  withdrawal, and  its  charge, made on that Valuation Date;
         less
     (6) Any Monthly Deduction to be made on that Valuation Date; less 
     (7) Any federal  or state  income taxes  charged  against the  Accumulation
         Value.

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

THE UNIT  VALUE.  The unit  value of each  Subaccount  reflects  the  investment
performance of that Subaccount.  The unit value of each Subaccount is calculated
by:
     (1) Multiplying the net asset value per share of each Fund portfolio on the
         Valuation  Date  times the  number of shares  held by that  Subaccount,
         before the purchase or redemption of any shares on that Valuation Date;
         minus
     (2) A charge for  mortality and  expense  risk at an annual rate of .75% in
         Policy Years 1-15, decreasing to .30% thereafter; minus

                                                      

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<PAGE>

     (3) A charge for administrative service expenses at an annual rate of .15%;
         and
     (4) Dividing the result by the total number of units held in the Subaccount
         on the  Valuation  Date, before the purchase or redemption of any units
         on that Valuation Date. (See the section on Daily Charges  Against  the
         Separate Account.)

VALUATION DATE AND VALUATION  PERIOD.  A Valuation Date is each day on which the
New York Stock  Exchange  ("NYSE") is open for trading.  The net asset value for
each Fund  portfolio  is  determined  as of the close of regular  trading on the
NYSE. The net investment  return for each  Subaccount and all  transactions  and
calculations  with  respect  to  the  Policies  as of  any  Valuation  Date  are
determined  as of that  time.  A  Valuation  Period is the  period  between  two
successive  Valuation  Dates,  commencing  at the  close  of the  NYSE  on  each
Valuation  Date and  ending  at the  close  of the  NYSE on the next  succeeding
Valuation Date.

PAYMENT OF POLICY BENEFITS

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

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

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

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

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

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

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

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

POLICY RIGHTS

LOAN BENEFITS

LOAN PRIVILEGES. The Policyowner may borrow an amount up to the current Net Cash
Surrender Value less twelve times the most recent Monthly Deduction,  at regular
or reduced loan rates (described  below).  Loans usually are funded within seven
days  after  receipt  of a written  request.  The loan may be repaid at any time
while at least one Insured is living.  Policyowners in certain states may borrow
100% of the Net Cash Surrender Value after deducting Monthly Deductions

                                     BRAVO!
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<PAGE>

and any  interest  on policy  loans  that will be due for the  remainder  of the
Policy Year.  Loans may have tax  consequences.  (See the section on Federal Tax
Matters.)

LOAN INTEREST.  AVLIC charges  interest to  Policyowners  at regular and reduced
rates. Regular loans will accrue interest on a daily basis at a rate of up to 6%
per year; currently the interest rate on regular Policy loans is 5.5%. Each year
after the tenth Policy  Anniversary  Date, the  Policyowner may borrow a limited
amount of the Net Cash  Surrender  Value at a reduced  interest  rate. For those
loans, interest will accrue on a daily basis at a rate of up to 4% per year; the
current reduced loan rate is 3.5%. The amount available at the reduced loan rate
is (1) the Accumulation  Value , minus (2) total premiums paid minus any partial
withdrawals  previously taken, and minus (3) any Outstanding Policy Debt held at
a reduced loan rate. However, this amount may not exceed the maximum loan amount
described  above.  (See the  section on Loan  Privileges.)  If unpaid  when due,
interest  will be added to the amount of the loan and bear  interest at the same
rate. The Policyowner earns 3.5% interest on the Accumulation Values held in the
General Account securing the loans.

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

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

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

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

SURRENDERS

At any time while at least one Insured is alive,  the Policyowner may withdraw a
portion of the  Accumulation  Value or Surrender the Policy by sending a written
request to AVLIC.  The amount  available for Surrender is the Net Cash Surrender
Value at the end of the Valuation Period when the Surrender  request is received
at AVLIC's Home Office.  Surrenders  will generally be paid within seven days of
receipt of the written  request.  (See the section on Postponement of Payments.)
Surrenders may have tax consequences.  Once a Policy is Surrendered,  it may not
be reinstated. (See the section on Tax Treatment of Policy Proceeds.)

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


                                                      
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<PAGE>

PARTIAL WITHDRAWALS

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

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

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

A fee which does not exceed the lesser of $50 or 2% of the amount  withdrawn  is
deducted from the Accumulation Value. Currently, the charge is the lesser of $25
or 2% of the amount withdrawn.  (See the section on Partial Withdrawal  Charge.)
Partial  withdrawals will also affect Net Policy Funding for determining whether
the Minimum Benefit and Guaranteed Death Benefit provisions are met.

TRANSFERS

Accumulation  Value may be  transferred  among the  Subaccounts  of the Separate
Account and to the Fixed Account as often as desired. However, you may make only
one transfer out of the Fixed Account per Policy Year. We may limit the transfer
period to the 30 days following the Policy  Anniversary  Date. The transfers may
be ordered in person, by mail or by telephone. The total amount transferred each
time must be at least  $250,  or the  balance of the  Subaccount,  if less.  The
minimum  amount that may remain in a  Subaccount  or the Fixed  Account  after a
transfer is $100.  The first 15 transfers per Policy Year will be permitted free
of charge.  After that, a transfer  charge of $10 may be imposed each additional
time amounts are transferred and will be deducted from the Accumulation Value on
a pro rata basis. Currently, no charge is imposed for additional transfers. (See
the section on Transfer  Charge.)  Additional  restrictions  on transfers may be
imposed at the fund level.  Specifically,  fund  managers  may have the right to
refuse sales, or suspend or terminate the offering of portfolio  shares, if they
determine that such action is necessary in the best interests of the portfolio's
shareholders.  If a Fund manager refuses a transfer for any reason, the transfer
will not be allowed.  AVLIC will not be able to process the transfer if the Fund
manager  refuses.  Transfers  resulting  from  Policy  loans or  exercise of the
exchange  privilege  will not be subject  to a  transfer  charge and will not be
counted towards the guaranteed 15 free transfers per Policy Year.

Transfers  out of the Fixed  Account,  unless part of the dollar cost  averaging
systematic  program  described  below,  are  limited  to one  per  Policy  Year.
Transfers  out of the Fixed Account are limited to the greater of (1) 25% of the
Fixed Account  attributable to the Policy;  (2) the largest transfer made by the
Policyowner  out of the Fixed Account during the last 13 months;  or (3) $1,000.
This  provision  is not  available  while dollar cost  averaging  from the Fixed
Account.

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

SYSTEMATIC PROGRAMS

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

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<PAGE>

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

PORTFOLIO REBALANCING. Under the Portfolio Rebalancing program, you can instruct
AVLIC to reallocate the  Accumulation  Value among the Subaccounts  (but not the
Fixed  Account) on a systematic  basis  according to your  specified  allocation
instructions.

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

EARNINGS SWEEP. This program permits systematic redistribution of earnings among
Investment Options.

FREE-LOOK PRIVILEGE

You may cancel the Policy  within 10 days after you receive  it,  within 10 days
after AVLIC delivers a notice of your right of  cancellation,  or within 45 days
of completing  Part I of the  application,  whichever is later.  When allowed by
state  law,  the  amount of the  refund  is the net  premiums  allocated  to the
Investment Options, adjusted by investment gains and losses, plus the sum of all
charges  deducted from premiums paid.  Otherwise,  the amount of the refund will
equal the gross premiums paid. To cancel the Policy,  you should mail or deliver
it to the selling  agent,  or to AVLIC at the Home Office.  A refund of premiums
paid by check may be delayed  until the check has  cleared  your bank.  (See the
section on Postponement of Payments.)

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A POLICY

Individuals wishing to purchase a Policy must complete an application and submit
it  to AVLIC's Home Office (5900 "O" Street, P.O. Box 82550,  Lincoln,  Nebraska
68501).  A Policy will generally be issued only to individuals  between the ages
of 20 and 90 at the time of purchase,  although at least one of the  individuals
must be no older  than 85,  and both of whom  supply  satisfactory  evidence  of
insurability to AVLIC.  Acceptance is subject to AVLIC's underwriting rules, and
AVLIC reserves the right to reject an application for any reason.

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

When all required  premiums and  application  amendments  have been  received by
AVLIC in its Home  Office,  the Issue Date will be the date the Policy is mailed
to you or sent to the agent for delivery to you. When application  amendments or
additional  premiums need to be obtained upon delivery of the Policy,  the Issue
Date will be when the Policy  receipt and Federal  Funds (monies of member banks
within the Federal Reserve System which are held on deposit at a Federal Reserve
Bank) are received and available to AVLIC,  and the  application  amendments are
received and  reviewed in AVLIC's Home Office.  Your initial Net Premium will be
allocated  on the  Issue  Date to the  Subaccaounts  and/or  the  Fixed  Account
according to the  selections you made in your  application.  When state or other
applicable law or regulation  requires return of at least your premium  payments
if you return the Policy under the free-look privilege, your initial Net Premium
will be allocated to the Money Market Subaccount.  Then, thirteen days after the
Issue Date,  the  Accumulation  Value of the Policy will be allocated  among the
Subaccounts   and/or  Fixed  Account  according  to  the  instructions  in  your
application.


                                     BRAVO!
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<PAGE>

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

Interim  conditional  insurance coverage may be issued prior to the Policy Date,
provided that certain  conditions are met, upon the completion of an application
and the  payment of the  required  premium at the time of the  application.  The
amount of the  interim  coverage  is limited to  $100,000.  Premium  will not be
accepted with applications for coverage in amounts of $1,000,000 or more.

PREMIUMS

No insurance will take effect before the initial  premium payment is received by
AVLIC in Federal Funds.  The initial  premium  payment must be at least equal to
the monthly Minimum Premium times one more than the number of months between the
Policy Date and the Issue Date.  Subsequent premiums are payable at AVLIC's Home
Office. A Policyowner has flexibility in determining the frequency and amount of
premiums.  However,  unless you have paid sufficient premiums to pay the Monthly
Deduction and Percent of Premium Charge for Taxes the Policy may have a zero Net
Cash Surrender  Value and lapse.  Net Policy Funding,  if adequate,  may satisfy
Minimum Premium and/or Guaranteed Death Benefit Premium  requirements.  (See the
section on Policy Benefits, Purposes of the Policy.)

PLANNED PERIODIC PREMIUMS.  At the time the Policy is issued you may determine a
Planned  Periodic  Premium  schedule  that  provides  for the  payment  of level
premiums at  selected  intervals.  You may want to consider  setting the Planned
Periodic  Premium no lower than the Guaranteed  Death Benefit  Premium to assure
proper  funding of the  Guaranteed  Death  Benefit.  You are not required to pay
premiums in accordance with this schedule. You have considerable  flexibility to
alter the amount and  frequency of premiums  paid.  AVLIC  reserves the right to
limit the number and amount of additional or unscheduled premium payments.

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

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

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

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


                                     BRAVO!
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<PAGE>

ALLOCATION OF PREMIUMS AND ACCUMULATION VALUE

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

On the Issue Date,  the initial Net Premium will be allocated to the  Investment
Options you selected.  When state or other applicable law or regulation requires
return of at least your  premium  payments  if you  return the Policy  under the
free-look  privilege,  the initial Net Premium  will be  allocated  to the Money
Market  Subaccount  for 13 days.  Thereafter,  the  Accumulation  Value  will be
reallocated to the Investment Options you selected. Premium payments received by
AVLIC  prior to the Issue Date are held in the General  Account  until the Issue
Date and are credited with interest at a rate determined by AVLIC for the period
from the date the payment has been converted into Federal Funds and is available
to AVLIC. In no event will interest be credited prior to the Policy Date.

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

POLICY LAPSE AND REINSTATEMENT

LAPSE.  Unlike  conventional  life  insurance  policies,  the  failure to make a
Planned  Periodic  Premium  payment  will not itself  cause the Policy to lapse.
Lapse will occur when the Net Cash Surrender  Value is insufficient to cover the
Monthly  Deduction  and a Grace Period  expires  without a  sufficient  payment,
unless the Minimum Benefit or Guaranteed  Death Benefit  provision is in effect.
The Grace  Period is 61 days from the date AVLIC  mails a notice  that the Grace
Period has begun.  AVLIC will notify you at the beginning of the Grace Period by
mail  addressed to your last known  address on file with AVLIC.  The notice will
specify the premium  required to keep the Policy in force.  The required premium
will equal the lesser of (1) Monthly Deductions  plus Percent of Premium charges
for the  three  Policy  Months  after  commencement  of the Grace  Period,  plus
projected  loan interest  that would accrue over that period, or (2) the premium
required under the Minimum Benefit or Guaranteed  Death Benefit  provisions,  if
applicable,  to keep the Policy in effect for three months from the commencement
of the Grace Period. Failure to pay the required premium within the Grace Period
will result in lapse of the Policy.  If the Second Death occurs during the Grace
Period,  any overdue  Monthly  Deductions  and  Outstanding  Policy Debt will be
deducted  from the Death  Benefit  Proceeds.  (See the  section on  Charges  and
Deductions.)

REINSTATEMENT.  A lapsed  Policy may be  reinstated  any time within three years
(five years in Missouri)  after the beginning of the Grace Period  provided both
Insureds are living.  Reinstatement  will be based on the rating  classes of the
Insureds at the time of the reinstatement.

Reinstatement is subject to the following:
   (1) Evidence  of   insurability  of  both  Insureds   satisfactory  to  AVLIC
       (including evidence  of insurability  of any  person covered  by a  rider
       to reinstate the rider);
   (2) Any Outstanding  Policy Debt on the date of lapse will be reinstated with
       interest due and accrued;  
   (3) The Policy  cannot be reinstated if  it has been Surrendered for its full
       Net Cash Surrender Value;  
   (4) The minimum premium required at reinstatement is the greater of:
         (a)   the amount  necessary  to  raise  the Net Cash Surrender Value as
               of the date of reinstatement to equal to or greater than zero; or
         (b)   three times the current Monthly Deduction.

Theamount of Accumulation  Value on the date of  reinstatement  will equal:  
   (1) The amount of the  Net  Cash  Surrender  Value  on  the  date  of  lapse,
       increased  by
   (2) The premium paid at reinstatement, less 
   (3) The  Percent of Premium Charge, plus 
   (4) That  part of  the  Surrender  Charge that would apply if the Policy were
       Surrendered  on  the  date of reinstatement.

                                                      
                                     BRAVO!
                                       26

<PAGE>

The last  addition to the  Accumulation  Value is  designed  to avoid  duplicate
Surrender  Charges.  The original Policy Date, and the dates of increases in the
Specified Amount (if  applicable),  will be used for purposes of calculating the
Surrender Charge. If any Outstanding  Policy Debt is reinstated,  that debt will
be held in AVLIC's General Account.  Accumulation  Value  calculations will then
proceed as described under the section on Accumulation Value.

The effective date of  reinstatement  will be the first Monthly Activity Date on
or  next  following  the  date of  approval  by  AVLIC  of the  application  for
reinstatement.

CHARGES AND DEDUCTIONS

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

DEDUCTIONS FROM PREMIUM PAYMENTS

PERCENT OF PREMIUM  CHARGE FOR TAXES.  A deduction of up to 3% of the premium is
made from each premium payment;  currently the charge is 2.25%. The deduction is
intended to partially  offset the premium  taxes imposed by the states and their
subdivisions, and to help defray the tax cost due to capitalizing certain policy
acquisition  expenses as required under  applicable  federal tax laws.  (See the
section on Federal  Tax Matters .) AVLIC does not expect to derive a profit from
the Percent of Premium Charge for Taxes.

CHARGES FROM ACCUMULATION VALUE

MONTHLY  DEDUCTIONS.  Charges will be deducted as of the Policy Date and on each
Monthly  Activity Date thereafter from the  Accumulation  Value of the Policy to
compensate  AVLIC for  administrative  expenses and  insurance  provided.  These
charges will be allocated  from the Investment  Options in accordance  with your
instructions.  If no  instructions  are  given  the  charges  will be  allocated
pro rata  among the  Investment  Options.  Each of these charges is described in
more detail below.

ADMINISTRATIVE   EXPENSE   CHARGE.   To   compensate   AVLIC  for  the  ordinary
administrative expenses expected to be incurred in connection with a Policy, the
Monthly Deduction  includes a level per policy charge plus a charge per $1000 of
Specified  Amount.  For Specified  Amounts  between  $100,000 and $999,999,  the
charge  is  currently  $16 per  month  in  Policy  Years  1-5  and $8 per  month
thereafter;  for Specified Amounts between $1,000,000 and $4,999,999, the charge
is  currently  $8 per  month in Policy  Years  1-5 and $4 per month  thereafter;
currently  there is no charge for Specified  Amounts  $5,000,000 or greater.  In
addition,  for all  Specified  Amounts  there  currently is a charge of $.05 per
month per $1000 of Specified  Amount in years 1-5. It is  anticipated  that that
charge will reduce to $0 in year 6. The Administrative  Expense Charge is levied
throughout  the life of the Policy and is guaranteed  not to increase  above $16
per month  plus $.05 per month per $1000 of  Specified  Amount.  AVLIC  does not
expect to make any profit from the Administrative Expense Charge.

COST OF INSURANCE. Because the Cost of Insurance depends upon several variables,
the cost  for each  Policy  Month  can vary  from  month to  month.  AVLIC  will
determine the monthly Cost of Insurance by multiplying  the  applicable  Cost of
Insurance Rate by the Net Amount at Risk for each Policy Month.

COST OF  INSURANCE  RATE.  The Annual Cost of  Insurance  Rates are based on the
Issue Age, sex and risk class of each Insured and the Policy duration. The rates
will vary depending  upon tobacco use and other risk factors.  The rates will be
based on AVLIC's  expectations  of future  experience  with regard to mortality,
interest,  persistency,  and  expenses,  but will not  exceed  the  Schedule  of
Guaranteed  Annual Cost of Insurance  Rates shown in the Policy.  The guaranteed
rates for standard  rating  classes are calculated  from the 1980  Commissioners
Standard Ordinary Smoker and Non-Smoker, Male and Female Mortality  Tables.  The
guaranteed  rates  for the  table-rated  substandard  Insureds  are  based  on a
multiple  (shown  in the  schedule  pages of the  Policy)  of the  above  rates.
One-half  the  amount of any Flat  Extra  Rating  Charge is added to the Cost of
Insurance  Rate and thus will be deducted as part of the  Monthly  Deduction  on
each Monthly Activity Date. Any change in the Cost of Insurance Rates will apply
to all Insureds of the same age, sex, risk class and whose Policies have been in
effect for the same length of time.

The Cost of Insurance Rates, Surrender Charges, and payment options for Policies
issued in Montana,  and  perhaps  other  states or in  connection  with  certain
employee benefit arrangements, are issued on a sex-neutral (unisex) basis. The
                                                    

                                     BRAVO!
                                       27

<PAGE>

unisex  rates will be higher  than those  applicable  to females  and lower than
those  applicable to males.  The actual charges made during the Policy year will
be shown in the annual report delivered to Policyowners.

RATING CLASS. The rating class of each Insured will affect the Cost of Insurance
Rate.  AVLIC  currently  places  Insureds into both standard  rating classes and
substandard rating classes that involve a higher mortality risk. In an otherwise
identical  Policy,  Insureds in the standard rating class will have a lower Cost
of Insurance  Rate than when either or both  Insureds are in a rating class with
higher mortality risks.

SURRENDER CHARGE

If a Policy is Surrendered on or before the 14th Policy  Anniversary Date, AVLIC
will assess a Surrender Charge as shown in the schedule pages of the Policy. The
initial  Surrender  Charge is  calculated  based on the Issue Age,  sex and risk
class of each  Insured,  and the Specified  Amount of the Policy.  The Surrender
Charge,  if  applicable,  will be applied  according to the following  schedule.
Because  the  Surrender   Charge  may  be  significant   upon  early  Surrender,
prospective  Policyowners should purchase a Policy only if they do not intend to
Surrender the Policy for a substantial period.

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

No Surrender Charge will be assessed on decreases in the Specified Amount of the
Policy or partial  withdrawals  of  Accumulation  Value.  AVLIC  will,  however,
require  additional  Surrender Charges due to increases in Specified Amount. The
initial  Surrender  Charge  applicable to the increase in Specified  Amount will
equal the initial Surrender Charge for the original Specified Amount, multiplied
by the ratio of the  increase  in  Specified  Amount to the  original  Specified
Amount.  Surrender Charges on increases in Specified Amount will be applied with
respect to Surrenders  within 14 years of the date of the increase  according to
the same grading schedule as for the original Specified Amount.

TRANSFER CHARGE. Currently there is no charge for transfers among the investment
options  in excess of 15 per Policy  Year.  A charge of $10  (guaranteed  not to
increase) for each  transfer in excess of 15 may be imposed to compensate  AVLIC
for the costs of processing the transfer. Since the charge reimburses AVLIC only
for the cost of  processing  the  transfer,  AVLIC  does not  expect to make any
profit from the transfer charge. This charge will be deducted pro rata from each
Subaccount  (and, if applicable,  the Fixed Account) in which the Policyowner is
invested.  The transfer  charge will not be imposed on transfers that occur as a
result of Policy loans or the exercise of exchange rights.

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



                                           
                                     BRAVO!
                                       28

<PAGE>

DAILY CHARGES AGAINST THE SEPARATE ACCOUNT

A daily Mortality and Expense Risk Charge will be deducted from the value of the
net assets of the Separate Account to compensate AVLIC for mortality and expense
risks assumed in connection with the Policy. This daily charge from the Separate
Account is at the rate of 0.002050%  (equivalent  to an annual rate of .75%) for
Policy  Years  1-15  and  0.000820%  (equivalent  to an  annual  rate  of  .30%)
thereafter.  The daily  charge will be deducted  from the net asset value of the
Separate Account,  and therefore the Subaccounts,  on each Valuation Date. Where
the  previous  day or days  was  not a  Valuation  Date,  the  deduction  on the
Valuation  Date will be the  applicable  daily rate  multiplied by the number of
days since the last  Valuation  Date. No Mortality and Expense Risk Charges will
be deducted from the amounts in the Fixed Account.

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

An  Asset-Based  Administrative  Expense  Charge will also be deducted  from the
value of the net assets of the Separate Account on a daily basis. This charge is
applied at a rate of 0.000409%  (equivalent  to .15%  annually).  No Asset-Based
Administrative  Expense  Charge will be  deducted  from the amounts in the Fixed
Account.

FUND EXPENSE SUMMARY

In addition to the charges  against the Separate  Account  described just above,
management fees and expenses will be assessed by Fidelity, Alger Management, MFS
Co.  and MSAM  against  the  amounts  invested  in the  various  portfolios.  No
portfolio fees will be assessed against amounts placed in the Fixed Account.

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

PORTFOLIO                         INVESTMENT ADVISORY AND                 OTHER EXPENSES                 TOTAL
                                         MANAGEMENT

                               FIGURES PRESENTED MAY REFLECT     FIGURES PRESENTED MAY            FIGURES PRESENTED
                                   EXPENSE REIMBURSEMENT         REFLECT EXPENSE                  MAY REFLECT
                                                                 REIMBURSEMENT                    EXPENSE
                                                                                                  REIMBURSEMENT
- --------------------------------------------------------------------------------------------------------------------------

FIDELITY FUNDS
VIP Money Market                           .21%                                 .10%                   .31%
VIP Equity-Income                          .50%                                 .07%                   .57%(1)
VIP Growth                                 .60%                                 .07%                   .67%(1)
VIP High Income                            .59%                                 .12%                   .71%
VIP Overseas                               .75%                                 .15%                   .90%(1)
VIP II Asset Manager                       .55%                                 .09%                   .64%(1)
VIP II Investment Grade Bond               .44%                                 .14%                   .58%
VIP II Asset Manager:  Growth              .60%                                 .16%                   .76%(1)
VIP II Index 500                           .24%                                 .04%                   .28%(2)
VIP II Contrafund                          .60%                                 .08%                   .68%(1)

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

</TABLE>

                                     BRAVO!
                                       29

<PAGE>

<TABLE>
<CAPTION>
<S>                                       <C>                             <C>                       <C>   

MFS TRUST
Emerging Growth                            .75%                              .12%(4)                   .87%(5)
Utilities                                  .75%                              .25%(4)                  1.00%(5)
World Governments                          .75%                              .25%(4)                  1.00%(5)
Research                                   .75%                              .13%(4)                  .88.%(5)
Growth With Income                         .75%                              .25%(4)                  1.00%(5)

MORGAN STANLEY FUND
Emerging Markets Equity(6)                 .00%                             1.75%                     1.75%
Global Equity(7)                           .00%                             1.15%                     1.15%
International Magnum(7)                    .00%                             1.15%                     1.15%
Asian Equity(7)                            .00%                             1.20%                     1.20%
U.S. Real Estate(7)                        .00%                             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%.  Included  in "Other
         Expenses" of Leveraged AllCap is .04% of interest expense.

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

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

(6)      For the fiscal  year ended  December  31,  1997  fund's  expenses  were
         voluntarily   reduced  by  the  fund's   investment   adviser.   Absent
         reimbursement  the  management  fee,  other expenses and total expenses
         would have been 1.25%, 2.87% and 4.12%, respectively.

(7)      The fund's expenses were voluntarily  reduced by the fund's  investment
         adviser.  Absent  reimbursement  the management fee, other expenses and
         total  expenses  would  have been as  follows  based on the  annualized
         period January 2, 1997 through  December 31, 1997 for Global Equity and
         International Magnum portfolios.  The U.S. Real Estate and Asian Equity
         portfolios  were based on the  annualized  period March 3, 1997 through
         December 31, 1997. Global Equity: .80%; 1.63%; and 2.43%. International
         Magnum:  .80%;  1.98%; and 2.78%.  U.S. Real Estate:  .80%;  1.52%; and
         2.32%. Asian Equity: .80%; 2.30%; and 3.10%.

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.

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

AVLIC may receive  administrative  fees from the investment  advisers of certain
Funds.  AVLIC  currently does not assess a separate  charge against the Separate
Account or the Fixed Account for any federal, state or local income taxes.

                                                      
                                     BRAVO!
                                       30

<PAGE>

AVLIC may,  however,  make such a charge in the future if income or gains within
the Separate Account will incur any federal,  or any significant  state or local
income tax liability,  or if the federal,  state or local tax treatment of AVLIC
changes.

GENERAL PROVISIONS

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

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

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

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

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

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

INCONTESTABILITY.  AVLIC cannot contest the Policy or reinstated Policy while at
least one  Insured  is alive  after it has been in force for two years  from the
Policy Date (or  reinstatement  effective  date).  After the Policy Date,  AVLIC
cannot contest an increase in the Specified  Amount or addition of a rider while
at least one Insured is alive, after such increase or addition has been in force
for two years from its effective  date.  However,  this two year provision shall
not apply to riders  with their own  contestability  provision.  We may  require
proof  prior  to the end of the  appropriate  contestability  period  that  both
Insureds are living.

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

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


                                     BRAVO!
                                       31

<PAGE>

POSTPONEMENT  OF  PAYMENTS.  Payment  of  any  amount  upon  Surrender,  partial
withdrawal,  Policy loans,  benefits  payable at the Second Death, and transfers
may be  postponed  whenever:  (1) the New York Stock  Exchange  (NYSE) is closed
other than  customary  weekend and holiday  closings,  or trading on the NYSE is
restricted as  determined by the SEC; (2) the SEC by order permits  postponement
for the protection of Policyowners;  (3) 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
Separate Account's net assets; or (4) Surrenders,  loans or partial  withdrawals
from the  Fixed  Account  may be  deferred  for up to 6 months  from the date of
written request.  Payments under the Policy of any amounts derived from premiums
paid by check may be  delayed  until  such time as the  check  has  cleared  the
Policyowner's bank.

REPORTS AND RECORDS.  AVLIC will  maintain all records  relating to the Separate
Account and will mail to the  Policyowner,  at the last known address of record,
within 30 days after each Policy  Anniversary,  an annual report which shows the
current  Accumulation  Value, Net Cash Surrender Value, Death Benefit,  premiums
paid,  Outstanding Policy Debt and other information.  Quarterly  statements are
also mailed  detailing Policy activity during the calendar  quarter.  Instead of
receiving an immediate  confirmation of transactions made pursuant to some types
of periodic  payment plan (such as a dollar cost averaging  program,  or payment
made by automatic bank draft or salary reduction  arrangement),  the Policyowner
may receive confirmation of such transactions in their quarterly statements. The
Policyowner  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 notified  otherwise within 30
days  after  receipt  of the  statement.  The  Policyowner  will  also be sent a
periodic  report for the Funds and a list of the  portfolio  securities  held in
each portfolio of the Funds.

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

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

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

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

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

ESTATE  PROTECTION RIDER. This rider provides a specified amount of insurance to
the  Beneficiary  upon receipt of  Satisfactory  Proof of Death of both Insureds
during the first four Policy Years.

FIRST-TO-DIE  TERM RIDER. This rider provides a specified amount of insurance to
the Beneficiary upon receipt of Satisfactory Proof of Death of either of the two
Insureds.

SECOND-TO-DIE TERM RIDER. This rider provides a specified amount of insurance to
the Beneficiary upon receipt of Satisfactory Proof of Death of both Insureds.


                                                      
                                     BRAVO!
                                       32

<PAGE>

TERM RIDER FOR  COVERED  INSURED.  This rider  provides  a  specified  amount of
insurance to the Beneficiary upon receipt of Satisfactory  Proof of Death of the
rider Insured, as identified. The rider may be purchased on either Insured or on
an individual other than the Insureds.

TOTAL  DISABILITY  RIDER.  This  rider  provides  for the  payment by AVLIC of a
disability  benefit in the form of premiums  while the Insured is disabled.  The
benefit amount may be chosen by the  Policyowner  at the issue of the rider.  In
addition,  while the Insured is totally disabled,  the Cost of Insurance for the
rider will not be deducted from  Accumulation  Value. The rider may be purchased
on either or both Insureds.

POLICY  SPLIT  OPTION.  This  rider  allows  the  Policy  to be  split  into two
individual policies, subject to evidence of insurability on both Insureds.

DISTRIBUTION OF THE POLICIES

The principal  underwriter for the Policies is AIC, a wholly owned subsidiary of
AMAL Corporation and an affiliate of AVLIC. AIC is registered as a broker-dealer
with the SEC and is a member of the National  Association of Securities  Dealers
("NASD").  AVLIC  pays AIC for  acting  as the  principal  underwriter  under an
Underwriting  Agreement.  In 1997, AIC received  gross  variable  universal life
compensation of  $11,369,404,  and retained  $438,745 in underwriting  fees, and
$2,975 in brokerage commissions on AVLIC's variable universal life policies.

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

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

FEDERAL TAX MATTERS

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

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

                                     BRAVO!
                                       33

<PAGE>



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

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

2.   TAX STATUS OF THE POLICY.  The Code (Section 7702) includes a definition of
     a life insurance contract for federal tax purposes which places limitations
     on the  amount  of  premiums  that  may be  paid  for  the  Policy  and the
     relationship of the  Accumulation  Value to the Death Benefit.  While AVLIC
     believes that the Policy meets the statutory definition of a life insurance
     contract  under  Internal  Revenue  Code  Section  7702 and should  receive
     federal income tax treatment  consistent with that of a fixed-benefit  life
     insurance  policy,  the area of tax law relating to the  definition of life
     insurance does not explicitly address all relevant issues  (including,  for
     example,   certain  tax  requirements  relating  to  survivorship  variable
     universal life  policies).  AVLIC reserves the right to make changes to the
     Policy if deemed appropriate by AVLIC to attempt to assure qualification of
     the Policy as a life insurance contract.  If the Policy were determined not
     to qualify as life insurance  under Code Section 7702, the Policy would not
     provide the tax  advantages  normally  provided by life  insurance.  If the
     Death Benefit of a Policy is changed,  the  applicable  defined  limits may
     change.

     The Code (Section 7702A) also defines a "modified  endowment  contract" for
     federal  tax  purposes.  If a life  insurance  policy  is  classified  as a
     modified  endowment  contract,  distributions from it (including loans) are
     taxed as ordinary income to the extent of any gain. This Policy will become
     a "modified  endowment  contract" if the premiums paid into the Policy fail
     to meet a 7-pay  premium  test as  outlined  in Section  7702A of the Code.
     Basically,  Section  7702A  of  the  Code  defines  a  "modified  endowment
     contract"  as a policy  issued or  materially  changed on or after June 21,
     1988 on which the total  premiums  paid during the first seven years exceed
     the amount  that would  have been paid if the Policy  provided  for paid up
     benefits after seven level annual premiums.

     Certain  benefits  the  Policyowner  may elect  under  this  Policy  may be
     material  changes that affect or cause  retesting  under the 7-pay  premium
     test. These include,  but are not limited to, changes in Death Benefits and
     changes in the Specified Amount. One may avoid a Policy becoming a modified
     endowment contract by, among other things, not making excessive payments or
     reducing  benefits.  Should you deposit excessive  premiums during a Policy
     Year,  that  portion  that is  returned  by AVLIC  within 60 days after the
     Policy Anniversary Date will reduce the premiums paid to prevent the Policy
     from  becoming  a  modified  endowment  contract.  All  modified  endowment
     policies issued by AVLIC to the same Policyowner in any 12 month period are
     treated as one modified  endowment  contract  for  purposes of  determining
     taxable gain under  Section 72(e) of the Internal  Revenue  Code.  Any life
     insurance  policy  received in exchange for a modified  endowment  contract
     will also be treated as a modified endowment contract. You should contact a
     competent  tax  professional  before paying  additional  premiums or making
     other  changes to the Policy to determine  whether such payments or changes
     would cause the Policy to become a modified endowment contract.

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

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

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

                                     BRAVO!
                                       34

<PAGE>

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

3.   TAX TREATMENT OF POLICY  PROCEEDS.  AVLIC  believes that the Policy will be
     treated in a manner  consistent with a fixed benefit life insurance  policy
     for  federal  income tax  purposes.  Thus,  AVLIC  believes  that the Death
     Benefit  will  generally  be  excludable  from  the  gross  income  of  the
     Beneficiary  under Section  101(a)(1) of the Code and the Policyowner  will
     not be deemed to be in constructive receipt of the Accumulation Value under
     the Policy until its actual Surrender.

     Distributions  From Policies That Are Not "Modified  Endowment  Contracts."
     ---------------------------------------------------------------------------
     Distributions  (while one or both  Insureds  are still alive) from a Policy
     that is not a modified  endowment contract are generally treated as first a
     recovery of the  investment in the Policy and then only after the return of
     all such investment,  as disbursing taxable income. However, in the case of
     a decrease in the Death Benefit,  a partial  withdrawal,  a change in Death
     Benefit option, or any other such change that reduces future benefits under
     the  Policy  during  the first 15 years  after a Policy is issued  and that
     results in a cash  distribution  to the Policyowner in order for the Policy
     to continue  complying with the Section 7702 defined limits on premiums and
     Accumulation  Values, such distributions will be taxable as ordinary income
     to the  Policyowner (to the extent of any gain in the Policy) as prescribed
     in Section  7702.  In  addition,  upon a complete  surrender  or lapse of a
     Policy that is not a "modified endowment  contract," if the amount received
     plus the amount of any outstanding Policy Debt exceeds the total investment
     in the Policy,  the excess will generally be treated as ordinary income for
     tax  purposes.  Investment  in the Policy means (1) the total amount of any
     premiums paid for the Policy plus the amount of any loan received under the
     Policy to the extent  the loan is  included  in gross  income of the Policy
     owner  minus  (2)  the  total  amount  received  under  the  Policy  by the
     Policyowner   that  was  excludible   from  gross  income,   excluding  any
     non-taxable loan received under the Policy.

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

     Except for Policies  with respect to a limited  number of key persons of an
     employer  (both as defined in the Internal  Revenue  Code),  and subject to
     applicable  interest  rate  caps,  the  Health  Insurance  Portability  and
     Accountability  Act of 1996 (the "Health  Insurance Act") generally repeals
     the  deduction for interest paid or accrued after October 13, 1995 on loans
     from  corporate  owned life  insurance  Policies on the lives of  officers,
     employees or persons  financially  interested  in the  taxpayer's  trade or
     business.  Certain transitional rules for existing debt are included in the
     Health  Insurance  Act. The  transitional  rules include a phase-out of the
     deduction  for debt  incurred  (1) before  January  1, 1996,  or (2) before
     January 1, 1997,  for Policies  entered into in 1994 or 1995. The phase-out
     of the interest expense  deduction occurs over a transition  period between
     October  13,  1995 and  January 1, 1999.  There is also a special  rule for
     pre-June 21, 1986  Policies.  The Taxpayer  Relief Act of 1997 ("TRA '97"),
     further  expanded the interest  deduction  disallowance  for  businesses by
     providing,  with  respect to Policies  issued  after June 8, 1997,  that no
     deduction is allowed for interest  paid or accrued on any debt with respect
     to life  insurance  covering  the life of any  individual  (except as noted
     above under  pre-'97 law with  respect to key persons and pre-June 21, 1986
     policies).  TRA '97 also  provides  that no  deduction is  permissible  for
     premiums  paid on a life  insurance  Policy if the  taxpayer is directly or
     indirectly a Beneficiary  under the Policy.  Also under TRA '97 and subject
     to certain exceptions, for Policies issued after June 8, 1997, no deduction
     is  allowed  for that  portion of a  taxpayer's  interest  expense  that is
     allocable to unborrowed  Policy cash values.  This  disallowance  generally
     does not apply to Policies owned by natural  persons.  Policyowners  should
     consult a competent tax advisor  concerning the tax  implications  of these
     changes for their Policies.

     Distributions From Policies That Are "Modified Endowment Contracts." Should
     --------------------------------------------------------------------
     the Policy become a "modified endowment contract" partial withdrawals, full
     Surrenders,  assignments,  pledges,  and loans (including loans to pay loan
     interest)  under the Policy will be taxable to the extent of any gain under
     the Policy.  A 10% penalty tax also  applies to the taxable  portion of any
     distribution  prior to the  Policyowner's  age 59 1/2.  The 10% penalty tax
     does not apply if the  Policyowner is disabled as defined under the Code or
     if the  distribution  is paid out in the form of a life annuity on the life
     of the Policyowner or the joint lives of the Policyowner and Beneficiary.

     The right to  exchange  the  Policy  for a  survivorship  flexible  premium
     adjustable life insurance policy (See the section on Exchange  Privilege.),
     the right to change Policyowners (See the section on General  Provisions.),
     and the provision for partial  withdrawals (See the section on Surrenders.)
     may have tax consequences  depending on the circumstances of such exchange,
     change, or withdrawal. Upon complete Surrender, if the amount received plus
     any Outstanding  Policy Debt exceeds the total premiums paid (the "basis"),
     that are not treated as previously withdrawn by the Policyowner, the excess
     generally will be taxed as ordinary income.

                                     BRAVO!
                                       35

<PAGE>

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

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

AVLIC holds the assets of the Separate  Account.  The assets are kept physically
segregated and held separately and apart from the General Account assets, except
for the Fixed Account.  AVLIC maintains records of all purchases and redemptions
of Funds' shares by each of the Subaccounts.

THIRD PARTY SERVICES

AVLIC is aware that  certain  third  parties are offering  investment  advisory,
asset  allocation,  money  management and timing services in connection with the
Policies. 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  Policyowners  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 Policies.  AVLIC takes no responsibility for the
investment  allocations and transfers  transacted on a  Policyowner's  behalf by
such third parties or any  investment  allocation  recommendations  made by such
parties.  Policyowners  should be aware  that fees  paid for such  services  are
separate and in addition to fees paid under the Policies.

VOTING RIGHTS

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

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

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

STATE REGULATION OF AVLIC

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


                                           
                                     BRAVO!
                                       36

<PAGE>

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

EXECUTIVE OFFICERS AND DIRECTORS OF AVLIC

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

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

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

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

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

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

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

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

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

MICHAEL G. FRAIZER, DIRECTOR****
Controller:  AmerUs  Life  Insurance  Company;  also  serves as  director  of an
affiliate of AVLIC.

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

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

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

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


                                     BRAVO!
                                       37

<PAGE>



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

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

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

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

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

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


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

     **Ameritas Life Insurance Corp.

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


     **** Principal business address:  AmerUs Life Insurance Company
                                       611 Fifth Avenue
                                       Des Moines, Iowa 50309

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

LEGAL MATTERS

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

LEGAL PROCEEDINGS

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

                                                

                                     BRAVO!
                                       38

<PAGE>

EXPERTS

Actuarial  matters included in this prospectus have been examined by __________,
Actuary of Ameritas  Life Insurance Corp., as stated in the opinion filed as an
exhibit to the registration statement.

ADDITIONAL INFORMATION

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

FINANCIAL STATEMENTS

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



                                     BRAVO!
                                       39

<PAGE>

APPENDIX A

ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES

The following tables  illustrate how the Accumulation  Values and Death Benefits
of a Policy may change with the  investment  experience of the Fund.  The tables
show how the  Accumulation  Values and Death  Benefits of a Policy issued to two
Insureds of given ages and specified  underwriting risk  classifications who pay
the given premium at issue would vary over time if the investment  return on the
assets  held in each  portfolio  of the Funds were a uniform,  gross,  after-tax
annual rate of 0%, 6%, or 12%.  The tables on pages 41 through 44  illustrate  a
Policy issued to a male, age 45, under a Preferred rate non-tobacco underwriting
risk  classification  and a female age 45,  also under a  Preferred  non-tobacco
underwriting  risk  classification.  This Policy provides for a standard tobacco
use  and  non-tobacco  use,  and  preferred  non-tobacco   classification.   The
Accumulation  Values and Death  Benefits  would be different from those shown if
the gross  annual  investment  rates of return  averaged  0%, 6%, and 12% over a
period of years,  but  fluctuated  above and below those averages for individual
Policy Years, or if the Insureds were assigned to a different  underwriting risk
classification.

The second column of the tables shows the accumulated value of the premiums paid
at 5%. The following columns show the Death Benefits and the Accumulation Values
for uniform  hypothetical  rates of return shown in these tables.  The tables on
pages 41 and 43 are  based  on the  current  Cost of  Insurance  Rates,  current
expense  deductions and the current percent of premium loads.  These reflect the
basis on which AVLIC currently sells its Policies. The maximum allowable Cost of
Insurance Rates under the Policy are based upon the 1980 Commissioner's Standard
Ordinary  Smoker and  Non-Smoker,  Male and Female  Mortality  Tables (Smoker is
referenced for tobacco use rates;  Non-Smoker is referenced for  non-tobacco use
rates).  Since these are recent tables and are split to reflect  tobacco use and
sex, the current Cost of Insurance Rates used by AVLIC are at this time equal to
the maximum Cost of Insurance Rates for many ages. AVLIC anticipates  reflecting
future  improvements in actual mortality  experience through  adjustments in the
current  Cost of  Insurance  Rates  actually  applied.  AVLIC  also  anticipates
reflecting  any future  improvements  in expenses  incurred  by  applying  lower
percent of premiums of loads and other expense  deductions.  The Death  Benefits
and  cash  values  shown  in the  tables  on  pages  42 and 44 are  based on the
assumption that the maximum allowable Cost of Insurance Rates as described above
and maximum  allowable  expense  deductions are made  throughout the life of the
Policy.

The amounts  shown for the Death  Benefits,  Surrender  values and  Accumulation
Values  reflect the fact that the net  investment  return of the  Subaccounts is
lower than the  gross,  after-tax  return of the  assets  held in the Funds as a
result of expenses paid by the Fund and charges levied against the  Subaccounts.
The values  shown take into  account  an  average of the  expenses  paid by each
portfolio  available for investment (the equivalent to an annual rate of .86% of
the  aggregate  average  daily net  assets of the Fund) and the daily  charge by
AVLIC  to  each  Subaccount  for  assuming   mortality  and  expense  risks  and
administrative  expenses  (which is  equivalent to a charge at an annual rate of
0.90% for Policy  Years 1-15 and 0.45%  thereafter  of the average net assets of
the Subaccounts).  A portion of the brokerage  commissions that certain Fidelity
Funds pay was used to reduce Funds expenses. In addition, certain Fidelity Funds
have entered into  arrangements  with their custodian and transfer agent whereby
interest  earned on uninvested  cash  balances was used to reduce  custodian and
transfer  agent  expenses.  Without these  reductions,  expenses would have been
higher.  The  Investment  Advisor or other  affiliates of the various Funds have
agreed to reimburse the  portfolios  to the extent that the aggregate  operating
expenses  (certain  portfolios  may exclude  certain items) were in excess of an
annual rate of .28% for the Index 500  Portfolio,  1.25% for the Alger  American
Income and Growth and Alger American  Balanced  portfolios;  1.50% for the Alger
American Small  Capitalization,  Alger American  Mid-Cap Growth,  Alger American
Leveraged All Cap, and Alger American  Growth  portfolios;  1.75% for the Morgan
Stanley  Emerging  Markets  Equity,  1.20% for the Morgan  Stanley Asian Equity,
1.15% for the Morgan  Stanley  Global  Equity and Morgan  Stanley  International
Magnum,  1.10% for the Morgan  Stanley U.S. Real Estate  portfolios of daily net
assets.  MFS Co.  has  agreed  to bear  expenses  for each  series,  subject  to
reimbursement  by each series,  such that each series "Other Expenses" shall not
exceed  .25% of the  average  daily net assets of the series  during the current
fiscal year.  These  agreements are expected to continue in future years but may
be  terminated at any time.  As long as the expense  limitations  continue for a
portfolio,  if a  reimbursement  occurs,  it has  the  effect  of  lowering  the
portfolio's expense ratio and increasing its total return. The illustrated gross
annual  investment  rates of  return  of 0%,  6%,  and 12% were  computed  after
deducting  Fund  expenses  and  correspond  to  approximate  net annual rates of
- -1.76%,  4.24%, and 10.24% respectively,  for years 1-15 and -1.31%,  4.69%, and
10.69% for the years  thereafter  respectively,  on pages 41 and 43 and  -1.76%,
4.24%, and 10.24% respectively, on pages 42 and 44.

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

The  tables  illustrate  the Policy  values  that  would  result  based upon the
hypothetical  investment  rates of return if premiums are paid as indicated,  if
all Net Premiums are allocated to the Separate  Account,  and if no Policy loans
have  been  made.  The  tables  are  also  based  on the  assumptions  that  the
Policyowner  has not requested an increase or decrease in the initial  Specified
Amount,  that no partial  withdrawals  have been made,  and that no more than 15
transfers  have been made in any Policy  Year so that no transfer  charges  have
been incurred.  Illustrated  values would be different if the proposed  Insureds
were tobacco users, in substandard risk classifications,  or were other ages, or
if a higher or lower premium was illustrated.

Upon request, AVLIC will provide comparable illustration based upon the proposed
Insureds' ages, sexes and underwriting  classifications,  the Specified  Amount,
the Death Benefit option, and planned periodic premium schedule  requested,  and
any available riders requested. In addition, upon client request,  illustrations
may be furnished  reflecting  allocation  of premiums to specified  Subaccounts.
Such  illustrations  will  reflect the  expenses of the  portfolio  in which the
Subaccount invests.

                                          

                                     BRAVO!
                                       40

<PAGE>
<TABLE>
<CAPTION>
<S>       <C>            <C>     <C>          <C>         <C>       <C>        <C>     <C>        <C>        <C>

ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                              

Male Issue Age: 45                            Nontobacco                                   Preferred Underwriting Class
Female Issue Age: 45                          Nontobacco                                   Preferred underwriting Class

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

                                   USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-1.76% Net)                   ( 4.24% Net)                     (10.24% Net)
                         ------------------------------    --------------------------     ----------------------------     
           Accumulated
 End Of    Premiums At    Accumu-     Cash                 Accumu-     Cash              Accumu-     Cash
 Policy    5% Interest     lation   Surrender    Death     lation    Surrender   Death    lation   Surrender   Death
  Year      Per Year       Value      Value     Benefit     Value      Value    Benefit   Value      Value    Benefit
  ----      --------       -----      -----     -------     -----      -----    -------   -----      -----    -------
    1
    2
    3
    4
    5
    6
    7
    8
    9
   10

   15
   20

 Ages
   60
   65
   70
   75

</TABLE>

1) Assumes an annual $6000 premium is paid at the beginning of each Policy Year.
Values would be different if premiums with a different frequency or in different
amounts.  
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient cash value.

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




                                     BRAVO!
                                       41

<PAGE>
<TABLE>
<CAPTION>
<S>       <C>            <C>     <C>          <C>         <C>       <C>        <C>     <C>        <C>        <C>

ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                                 

Male Issue Age: 45                            Nontobacco                                   Preferred Underwriting Class
Female Issue Age: 45                          Nontobacco                                   Preferred underwriting Class


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

                              USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-1.76% Net)                   ( 4.24% Net)                     (10.24% Net)
                         -----------------------------     --------------------------     ----------------------------     
           Accumulated
 End Of    Premiums At    Accumu-     Cash                 Accumu-     Cash              Accumu-     Cash
 Policy    5% Interest     lation   Surrender    Death     lation    Surrender   Death    lation   Surrender   Death
  Year      Per Year       Value      Value     Benefit     Value      Value    Benefit   Value      Value    Benefit
  ----      --------       -----      -----     -------     -----      -----    -------   -----      -----    -------
    1
    2
    3
    4
    5
    6
    7
    8
    9
   10

   15
   20

 Ages
   60
   65
   70
   75     

</TABLE>

* In the absence of an additional premium the Policy would lapse.
1) Assumes an annual $6000 premium is paid at the beginning of each Policy Year.
Values would be different if premiums with a different frequency or in different
amounts. 
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient cash value.

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


                                                      

                                     BRAVO!
                                       42

<PAGE>
<TABLE>
<CAPTION>
<S>       <C>            <C>     <C>          <C>         <C>       <C>        <C>     <C>        <C>        <C>

ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                                 


Male Issue Age: 45                            Nontobacco                                   Preferred Underwriting Class
Female Issue Age: 45                          Nontobacco                                   Preferred underwriting Class


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

                                   USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-1.76% Net)                   ( 4.24% Net)                     (10.24% Net)
                         -----------------------------    --------------------------      ---------------------------      
           Accumulated
 End Of    Premiums At    Accumu-     Cash                 Accumu-     Cash              Accumu-     Cash
 Policy    5% Interest     lation   Surrender    Death     lation    Surrender   Death    lation   Surrender   Death
  Year      Per Year       Value      Value     Benefit     Value      Value    Benefit   Value      Value    Benefit
  ----      --------       -----      -----     -------     -----      -----    -------   -----      -----    -------
    1
    2
    3
    4
    5
    6
    7
    8
    9
   10

   15
   20

 Ages
   60
   65
   70
   75

</TABLE>

1) Assumes an annual  $20000  premium is paid at the  beginning  of each  Policy
Year.  Values would be different  if premiums  with a different  frequency or in
different amounts. 
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this  Policy to lapse  because of  insufficient cash value.

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

                                     BRAVO!
                                       43

<PAGE>
<TABLE>
<CAPTION>
<S>       <C>            <C>     <C>          <C>         <C>       <C>        <C>     <C>        <C>        <C>

ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                                 

Male Issue Age: 45                            Nontobacco                                   Preferred Underwriting Class
Female Issue Age: 45                          Nontobacco                                   Preferred underwriting Class


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

                              USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-1.76% Net)                   ( 4.24% Net)                     (10.24% Net)
                         -----------------------------    ---------------------------    ----------------------------      
           Accumulated
 End Of    Premiums At    Accumu-     Cash                 Accumu-     Cash              Accumu-     Cash
 Policy    5% Interest     lation   Surrender    Death     lation    Surrender   Death    lation   Surrender   Death
  Year      Per Year       Value      Value     Benefit     Value      Value    Benefit   Value      Value    Benefit
  ----      --------       -----      -----     -------     -----      -----    -------   -----      -----    -------
    1
    2
    3
    4
    5
    6
    7
    8
    9
   10

   15
   20

 Ages
   60
   65
   70
   75

</TABLE>

1) Assumes an annual  $20000  premium is paid at the  beginning  of each  Policy
Year.  Values would be different  if premiums  with a different  frequency or in
different amounts. 
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this  Policy to lapse  because of  insufficient cash value.

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

                                                      

                                     BRAVO!
                                       44

<PAGE>




                           INCORPORATION BY REFERENCE

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


                      The Variable Insurance Products Fund
                            Registration No. 2-75010

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

                             The Alger American Fund
                            Registration No. 33-21722

                          MFS Variable Insurance Trust
                            Registration No. 33-74668

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



                                              

<PAGE>

                           UNDERTAKING TO FILE REPORTS

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

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

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


                              RULE 484 UNDERTAKING

AVLIC's By-laws provide as follows:

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

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


                     REPRESENTATION PURSUANT TO RULE 6e-3(T)

This  filing is made  pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment
Company Act of 1940.



<PAGE>
                                   SIGNATURES


Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Ameritas  Variable Life Insurance  Company Separate Account V, certifies that it
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned  thereunto  duly  authorized  in the  City  of  Lincoln,  County  of
Lancaster, State of Nebraska on this 22nd day of January, 1999.


                                        AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                                  SEPARATE ACCOUNT V, Registrant

                             AMERITAS VARIABLE LIFE INSURANCE COMPANY, Depositor




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


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



         SIGNATURE                  TITLE                             DATE
         ---------                  -----                             ----


/s/Lawrence J. Arth     Director, Chairman of the Board         January 22, 1999
- --------------------     and Chief Executive Officer
   Lawrence J. Arth                      


/s/William J. Atherton       Director, President and            January 22, 1999
- -----------------------      Chief Operating Officer
   William J. Atherton                     


/s/Kenneth C. Louis      Director, Executive Vice President     January 22, 1999
- ---------------------
   Kenneth C. Louis


/s/Gary R. McPhail        Director, Executive Vice President    January 22, 1999
- --------------------
   Gary R. McPhail


                            Director, Senior Vice President -   January 22, 1999
- ----------------------   Variable Operations and Administration
   Robert W. Bush                 


/s/Michael G. Fraizer              Director                     January 22, 1999
- ----------------------
   Michael G. Fraizer



<PAGE>

         SIGNATURE                  TITLE                             DATE
         ---------                  -----                             ----


/s/Thomas C. Godlasky      Director, Senior Vice President      January 22, 1999
- ----------------------      and Chief Investment Officer
   Thomas C. Godlasky                                


/s/Jon C. Headrick                 Treasurer                    January 22, 1999
- ----------------------
   Jon C. Headrick


/s/Norman M. Krivosha      Secretary and General Counsel        January 22, 1999
- -----------------------
   Norman M. Krivosha


/s/JoAnn M. Martin                 Controller                   January 22, 1999
- ---------------------
   JoAnn M. Martin





<PAGE>


                       CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following Papers and Documents:

   The facing sheet.
   The prospectus  consisting of 44 pages. 
   The undertaking to file reports.  
   The undertaking pursuant to Rule 484. 
   Representation pursuant to Rule 6e-3(T).
   The signatures.
   Written consents of the following:
     (a)
     (b) Norman M. Krivosha
     (c)

The following exhibits:

1.  The following  exhibits  correspond to those  required by paragraph A of the
    instructions  as to exhibits in Form N-8B-2.  
    (1)  Resolution of the Board of Directors of AVLIC Authorizing Establishment
         of the Account.*
    (2)  Not applicable.
    (3)  (a) Principal  Underwriting Agreement.*  
         (b) Proposed form of Selling Agreement.*
         (c) Commission Schedule. - To be filed by later amendment
         (d) Amendment to Principal Underwriting Agreement.**
    (4)  Not applicable.
    (5)  (a) Proposed form of Policy. - To be filed by later amendment  
         (b) Proposed form of Policy Riders. - To be filed by later amendment
    (6)  (a) Articles of Incorporation of AVLIC.** 
         (b) Bylaws of AVLIC.***
    (7)  Not applicable.
    (8)  (a) Participation Agreement in the Variable Insurance Products Fund.**
         (b) Participation Agreement  in  the  Alger  American  Fund.**  
         (c) Participation Agreement  in the MFS  Variable  Insurance  Trust.* 
         (d) Participation Agreement in the Morgan Stanley Universal Funds, 
              Inc.*
    (9)   Not applicable.
    (10)  Application for Policy. - To be filed by later amendment

2. (a)(b)  Opinion  and  Consent of Norman M.  Krivosha,  Secretary  and General
            Counsel
3. No financial  statements will  be omitted from the final Prospectus  pursuant
   to Instruction 1(b) or (c) of Part I. 
4. Not applicable.  
5. Not applicable 
6. Opinion and Consent of Actuary - to be filed by later amendment 
7. Consent of Independent Auditors - to be filed by later  amendment  
8. Form of Notice of  Withdrawal  Right and Refund pursuant  to Rule  6e-3(T)(b)
   (13)(viii)  under  the  Investment  Company  Act of 1940.**
- -------------

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

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

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




                                                      

<PAGE>
                                  Exhibit Index


Exhibit                                                                     Page

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



Norman Krivosha                                 Ameritas Variable Life Insurance
Secretary and General Counsel                                       Company Logo
- --------------------------------------------------------------------------------
       P.O. Box 82550 / Lincoln, NE 68501-2550 / (402) 467-1122 / 1-800-634-8353






January 29, 1999




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

Gentlemen:

With  reference  to the  Registration  Statement  on Form S-6 filed by  Ameritas
Variable Life Insurance  Company and Ameritas  Variable Life  Insurance  Company
Separate Account V with the Securities & Exchange  Commission  covering flexible
premium life insurance policies, I have examined such documents and such laws as
I considered necessary and appropriate, and on the basis of such examination, it
is my opinion that:

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

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

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

I hereby  consent to the  filing of this  opinion as an exhibit to said Form S-6
Registration  Statement  and to the  use of my name  under  the  caption  "Legal
Matters" in the Prospectus contained in the Registration Statement.

Sincerely,


/s/Norman Krivoash
Norman Krivosha
Secretary and General Counsel



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