AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCOUNT V
485APOS, 1999-08-30
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             As filed with the Securities and Exchange Commission on


                                 August 30, 1999

                            Registration No. 33-1576
             ------------------------------------------------------
              ----------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                         Post-Effective Amendment No. 23
                                       to


                                    Form S-6
                                 ---------------


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

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

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

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

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



                                DONALD R. STADING

                          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.

It is proposed that this filing will become effective:


        |_|  immediate  upon filing  pursuant to  paragraph b
        |X| on November 1, 1999  pursuant to paragraph a of Rule 485
        |_| on pursuant to paragraph b of Rule 485



<PAGE>


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

     ITEM NO. OF
     FORM N-8B-2    CAPTION IN PROSPECTUS
     ------------   ---------------------------
           1        Cover Page
           2        Cover Page
           3        Not Applicable
           4        Ameritas Variable Life Insurance Company; Distribution of
                    the Policies
           5        The Separate Account
           6        The Separate Account
           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;  The Funds;  Calvert Variable  Series,  Inc.
                    Ameritas  Portfolios,   Variable  Insurance  Products
                    Fund,  Variable  Insurance  Products  Fund II,  Alger
                    American Fund, MFS Variable  Insurance Trust,  Morgan
                    Stanley Dean Witter Universal Funds, Inc.

          17        Summary, Policy Rights

          18        The Funds;  Calvert  Variable Series,  Inc.  Ameritas
                    Portfolios,   Variable   Insurance   Products   Fund,
                    Variable  Insurance  Products Fund II, Alger American
                    Fund, MFS Variable  Insurance  Trust,  Morgan Stanley
                    Dean Witter 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 Required
          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 Premiums
          45        Not Applicable
          46        The Funds; Accumulation Value
          47        The Funds


<PAGE>


     ITEM NO. OF
     FORM N-8B-2    CAPTION IN PROSPECTUS
    -------------   ----------------------------
          48        State Regulation
          49        Not Applicable
          50        The Separate Account
          51        Cover Page; Summary; Policy Benefits; Payment and Allocation
                    of Premiums; Charges and Deductions
          52        Addition, Deletion or Substitution of Investments
          53        Summary; Federal Tax Matters
          54        Not Applicable
          55        Not Applicable
          56        Not Required
          57        Not Required
          58        Not Required
          59        Financial Statements


<PAGE>

                                   AMERITAS VARAIBLE LIFE INSURANCE COMPANY LOGO

PROSPECTUS

                                                                5900 "O" Street
VARIABLE UNIVERSAL LIFE POLICY           P.O. Box 82550/Lincoln, Nebraska 68501

This  prospectus  describes a flexible  premium  variable life insurance  Policy
("Policy") offered by Ameritas Variable Life Insurance Company  ("AVLIC").  Like
traditional  life  insurance  policies,  the Policy  provides  Death Benefits to
Beneficiaries  and gives you, the Policy Owner,  the opportunity to increase the
Policy's  Cash Value.  The Policy is designed as a single  premium  Policy,  but
allows additional  premium payments.  It also lets you change the level of Death
Benefits.  This flexibility  lets you provide for your changing  insurance needs
under a single insurance Policy.

The Policy is different from  traditional  life insurance  policies  because you
select how Policy  premiums  will be  invested.  Although  each Policy  Owner is
guaranteed a 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  the  Policy  include   investment
portfolios managed by Ameritas Investment Corp.,  Fidelity Management & Research
Company, Fred Alger Management,  Inc.,  Massachusetts Financial Services Company
and  Morgan  Stanley  Dean  Witter  Investment  Management  Inc.  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
prospectus.  You may also  choose  to  allocate  premium  payments  to the Fixed
Account managed by AVLIC.


A Policy  will be issued  after  AVLIC  accepts  a  prospective  Policy  Owner's
application.  The  minimum  premium  required  to  purchase a Policy is $10,000,
except, for Insureds age 0 to 15 at their nearest birthday,  the minimum premium
is $5,000.  The Policy is available only to insure individuals who are age 80 or
less at their  nearest  birthday when the Policy is  purchased.  A Policy,  once
purchased, may generally be canceled within 10 days after you receive it.

The  Policy  could be a  modified  endowment  contract.  Policy  loans,  partial
withdrawals  or a  surrender  prior  to age 59 1/2 may  result  in  adverse  tax
consequences and or penalties.

This prospectus is designed to assist you in  understanding  the opportunity and
risks  associated with the purchase of a Policy.  Prospective  Policy Owners 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 Policy,
information  about AVLIC, a list of the  investment  portfolios to which you may
allocate payments, as well as a detailed description of the 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 the Policy.

Although the Policy is designed to provide life  insurance,  it is considered to
be a security.  It is not a deposit  with,  an  obligation  of, or guaranteed or
endorsed by any banking  institution,  nor is it insured by the Federal  Deposit
Insurance  Corporation,  the Federal  Reserve  Board,  or any other agency.  The
purchase of a Policy involves  investment  risk,  including the possible loss of
principal.  The Policy Owner bears the entire  investment risk for monies placed
in Separate Account V under this Policy.  For this reason, the Policy may not be
suitable for all individuals. It may not be advantageous to purchase a 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 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.


                                November 1, 1999


                                      LIFE
                                        1

<PAGE>



TABLE OF CONTENTS
                                                                            PAGE

DEFINITIONS.............................................................      3
SUMMARY.................................................................      5
YEAR 2000...............................................................      9
AVLIC AND THE SEPARATE ACCOUNT..........................................      9

   Ameritas Variable Life Insurance Company.............................      9
   The Separate Account.................................................     10
   Performance Information..............................................     10
   The Funds............................................................     11
   Investment Objectives and Policies of the Funds' Portfolios..........     12
   Addition, Deletion or Substitution of Investments....................     16
   Fixed Account........................................................     16

POLICY BENEFITS.........................................................     17
   Purposes of the Policy...............................................     17
   Death Benefit Proceeds...............................................     17
   Death Benefit Options................................................     17
   Cash Value...........................................................     19
   Benefits at Maturity.................................................     20
   Payment of Policy Benefits...........................................     20
POLICY RIGHTS...........................................................     21
   Loan Benefits........................................................     21
   Surrenders...........................................................     21
   Transfers............................................................     22
   Systematic Programs..................................................     22
   Refund Privilege.....................................................     23
   Exchange Privilege...................................................     23
PAYMENT AND ALLOCATION OF PREMIUMS......................................     23
   Issuance of a Policy.................................................     23
   Premiums.............................................................     24
   Allocation of Premiums and Cash Value................................     25
   Policy Lapse and Reinstatement.......................................     25
CHARGES AND DEDUCTIONS..................................................     26
   Premium Charge.......................................................     26
   Monthly Deduction....................................................     26
   Daily Charges Against the Separate Account...........................     27
   Fund Expense Summary.................................................     27
   Cash Surrender Charge................................................     30
   Transfer Charge......................................................     30
   Partial Withdrawal Charge............................................     30
GENERAL PROVISIONS......................................................     31
DISTRIBUTION OF THE POLICIES............................................     32
FEDERAL TAX MATTERS.....................................................     33
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS............................     35
THIRD PARTY SERVICES....................................................     35
VOTING RIGHTS...........................................................     35
STATE REGULATION OF AVLIC...............................................     36
EXECUTIVE OFFICERS AND DIRECTORS OF AVLIC...............................     36
LEGAL MATTERS...........................................................     37
LEGAL PROCEEDINGS.......................................................     37
EXPERTS.................................................................     38
ADDITIONAL INFORMATION..................................................     38
FINANCIAL STATEMENTS....................................................     38
   Ameritas Variable Life Insurance Company Separate Account V..........  F-I-1
   Ameritas Variable Life Insurance Company............................. F-II-1
APPENDICES..............................................................    A-1

          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.

                                      LIFE
                                        2

<PAGE>


DEFINITIONS

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

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

AVLIC ("we, us, our")-Ameritas Variable Life Insurance Company, a Nebraska stock
company.

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

CASH SURRENDER  VALUE-The  Policy Cash Value on the date of Surrender,  less any
Outstanding  Policy Debt, any cash  Surrender  charge,  and any Accrued  Expense
Charges.

CASH VALUE-The  total amount that a Policy  provides for investment at any time.
It is equal to the total of the cash  value held in  Separate  Account V and the
Fixed  Account,  and the cash value held in the General  Account  which  secures
Policy loans.

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

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

DUE PROOF OF DEATH-All of the following must be submitted:

(1)  A certified copy of the death certificate;

(2)  A Claimant Statement;

(3)  The Policy; and

(4)  Any other  information  that AVLIC may reasonably  require to establish the
     validity of the contract.

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

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


FUNDS-The Funds  available on the Policy Date or as later changed by AVLIC.  The
Funds  available  as of the date of this  prospectus  are the  Calvert  Variable
Series,  Inc. Ameritas  Portfolios ("Ameritas  Portfolios"), Variable  Insurance
Products  Fund  ("VIP"),   Variable   Insurance  Products  Fund  II  ("VIP  II")
("collectively the "Fidelity  Funds"),  the Alger American Fund ("Alger American
Fund"), the MFS Variable Insurance Trust ("MFS Trust"),  and Morgan Stanley Dean
Witter Universal Funds, Inc. ("MSDW Universal Funds" or "MSDW").  The Funds have
one or more portfolios  each.  There is a portfolio that  corresponds to each of
the Subaccounts of Separate Account V.


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

GRACE  PERIOD-A 61 day period from the date written notice of lapse is mailed to
the Policy Owner's last known address.

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

INSURED-The person upon whose life the Policy is issued.

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

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

                                      LIFE
                                        3

<PAGE>


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

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

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

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

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

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

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

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

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

POLICY  OWNER  ("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 Policy  Owner.  A collateral  assignee is not the
Policy Owner.

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

SEPARATE ACCOUNT V-Ameritas  Variable Life Insurance Company Separate Account V,
a separate investment account established by AVLIC to receive and invest the Net
Premiums  paid under the Policy and  allocated  by the Policy  Owner to Separate
Account V.

SPECIFIED  AMOUNT-The  minimum  Death  Benefit  under the  Policy so long as the
Policy remains in force.

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

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

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

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

                                      LIFE
                                        4

<PAGE>


SUMMARY


The following summary is intended to highlight the most important features of an
ENCORE!  Policy that you, as a prospective  Policy Owner,  should consider.  You
will find more  detailed  information  in the main  portion  of the  prospectus;
cross-references  are  provided  for your  convenience.  Capitalized  terms  are
defined in the  Definitions  section  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 ENCORE!  Policy,  which is  available  upon request
from AVLIC.


WHO IS THE ISSUER OF THE POLICY?
AVLIC is the issuer of each 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 Policy;  taken  together,  these
companies have  aggregate  assets of over $14.5 billion as of December 31, 1998.
(See the section on Ameritas Variable Life Insurance Company.)

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

o    payment of a Death  Benefit,  which  will never be less than the  Specified
     Amount the Policy Owner selects (See the section on Death Benefit Options.)

o    Policy loan,  Surrender and withdrawal  features (See the section on Policy
     Rights.)

o    the payment of benefits to the Policy  Owner,  if living,  on the  Maturity
     Date (See the section on Benefits at Maturity.)

The 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 Premium  will be  invested.  Thus,  the value of a Policy will reflect
your investment choices over the life of the Policy.

WHAT PREMIUM MUST BE PAID TO KEEP A POLICY IN FORCE?
This Policy differs from a conventional  life insurance  policy in two important
ways. The failure to pay a Planned Periodic Premium will not in itself cause the
Policy to lapse and a Policy can lapse even if Planned  Periodic  Premiums  have
been paid.  (See the section on Payment and  Allocation of Premiums.) The Policy
will lapse when its Cash  Surrender  Value is not  sufficient to pay the monthly
deduction for insurance charges and administrative  charges and the Grace Period
expires.  The  Policy  is  designed  so that it may be used as a single  premium
policy,  where a single,  large premium payment may be made. The Policy will not
be placed in force if the  Minimum  First Year  Premium  has not been paid on or
before the date the Policy is delivered.  The Minimum First Year Premium for the
Policy is at least  $10,000,  except for Insureds  age 0 to 15 at their  nearest
birthday,  the Minimum First Year Premium is at least $5,000.  The Minimum First
Year Premium generally  approximates 80% of the Guideline Single Premium for the
coverage amount  selected,  as defined for federal tax purposes.  If the initial
premium is less than 100% of the Guideline Single Premium,  the Policy Owner may
establish a schedule of premium payments ("Planned Periodic Premiums"),  subject
to federal tax law limits on total premiums paid. (See the section on Premiums.)

HOW ARE PREMIUMS PAID, PROCESSED AND CREDITED TO ME?
Your Policy will be issued after a completed  application  is accepted,  and the
initial premium payment is received,  by AVLIC at its Home Office.  AVLIC's Home
Office is located at 5900 "O" Street, P.O.

Box 82550,  Lincoln,  NE 68501.  Your  initial  premium will be allocated to the
Money Market  Subaccount  for 13 days following the Issue Date, and then will be
allocated to the Subaccounts  and/or the Fixed Account,  according to selections
you made in your  application.  You have the right to  examine  your  Policy and
return it for a refund for a limited time,  even after the Issue Date.  (See the
section on Issuance of a Policy.)

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 Accrued Expense
Charges will be deducted and the Net

                                      LIFE
                                        5

<PAGE>


Premium will be allocated to the Subaccounts  and/or the Fixed Account according
to your selections. (See the sections on Premiums and Allocation of Premiums and
Cash Value.)

As  already  noted,  the  Policy  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  maximum
premium  limits  established  under the  federal  tax laws and the  impact  that
reduced  premium  payments may have on the Cash Surrender  Value of your Policy.
(See the section on Premiums.)

HOW DOES THE INVESTMENT COMPONENT OF MY POLICY WORK?
AVLIC has  established  Separate  Account  V, which is  separate  from all other
assets of AVLIC,  as a vehicle to  receive  and invest  premiums  received  from
Policy  Owners and owners of certain  other  variable  universal  life  products
offered by AVLIC.  Separate Account is divided into separate  Subaccounts.  Each
Subaccount  invests  exclusively in shares of one of the  investment  portfolios
available  through  the Policy.  You may  allocate  Net  Premiums to one or more
Subaccounts,  or to AVLIC's  Fixed  Account in your initial  application.  These
allocations may be changed by notifying  AVLIC's Home Office.  (If you make more
than 15 transfers  in a Policy Year, a transfer fee of $10 may be deducted  from
each  additional  transfer.) You may make transfers from the  Subaccounts to the
Fixed Account. One hundred percent of the amount deposited,  plus interest,  may
be transferred out of the Fixed Account during the 30 day period  following each
Policy   anniversary  date.  The  aggregate  value  of  your  interests  in  the
Subaccounts and the Fixed Account will represent the Cash Value of your Policy.
(See the section on Cash Value.)

The  Policy's  Cash  Value in  Separate  Account V will  reflect  the amount and
frequency  of  premium  payments,   the  investment  experience  of  the  chosen
Subaccounts,  Policy loans, any partial withdrawals,  and any charges imposed in
connection  with the Policy.  The entire  investment risk is borne by the Policy
Owner. AVLIC does not guarantee a minimum cash value in Separate Account V.

WHAT INVESTMENT OPTIONS ARE AVAILABLE THROUGH THE POLICY?

The  Investment  Options  available  through  the Policy  include 27  investment
portfolios,  each of which is a  separate  series of a mutual  fund  managed  by
Ameritas Investment Corp.,  Fidelity  Management & Research Company,  Fred Alger
Management,  Inc.,  Massachusetts  Financial Services Company, or Morgan Stanley
Dean Witter Investment Management Inc. These portfolios are:

O     AMERITAS INVESTMENT CORP.:
                              Ameritas Money Market
                               Ameritas Index 500
                                 Ameritas Growth
                            Ameritas Income & Growth
                          Ameritas Small Capitalization
                             Ameritas MidCap Growth
                            Ameritas Emerging Growth
                                Ameritas Research
                           Ameritas Growth With Income


O     FIDELITY MANAGEMENT & RESEARCH COMPANY:


                                VIP Equity-Income

                                   VIP Growth
                                 VIP High Income
                                  VIP Overseas
                              VIP II Asset Manager
                          VIP II Investment Grade Bond
                          VIP II Asset Manager: Growth

                                VIP II Contrafund


O     FRED ALGER MANAGEMENT, INC.:


                                    Balanced
                                Leveraged AllCap



                                      LIFE
                                        6

<PAGE>


o     MASSACHUSETTS FINANCIAL SERVICES COMPANY:

                                    Utilities
                               Global Governments
                                   New Discovery


o     MORGAN STANLEY DEAN WITTER INVESTMENT 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 and management fees and expenses, appear in the section on
Investment  Objectives  and Policies of the Funds'  Portfolios  and Fund Expense
Summary.  In addition to the listed  portfolios,  you may also elect to allocate
Net Premiums to AVLIC's Fixed Account. (See the section on Fixed Account.)


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

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

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

ARE THERE ANY RISKS INVOLVED IN OWNING A POLICY?
Yes. Over the life of your 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 Cash Value of your Policy
and may result in loss of principal.  For this reason,  the purchase of a Policy
may not be suitable for all individuals.  It may not be advantageous to purchase
a Policy to replace or augment your existing insurance arrangements.  Appendix A
includes tables  illustrating the impact that hypothetical  market returns would
have on Cash Values under a Policy.

IS THE CASH  VALUE OF MY POLICY  AVAILABLE  BEFORE  THE  MATURITY  DATE  WITHOUT
SURRENDER?
Yes. You may access the value of your Policy in one of two ways.  First, you may
obtain a loan,  secured by the Policy.  The maximum amount you may borrow is 85%
of the Cash  Value,  less the cash  Surrender  charge and any  accrued  expenses
(Texas and Virginia  Policy Owners may borrow 100% of the Cash  Surrender  Value
after  deducting  interest and Policy  charges for the Policy Year.) The minimum
amount of any loan request is $1,000.  The available  loan amount at any time is
the maximum loan amount less any Outstanding  Policy Debt. The maximum  interest
rate on a loan is 8% annually. The current interest rates are 6% annually on the
portion of a loan that exceeds the  Earnings  Loan Value and 4.5% on the portion
of the loan that is less than the Earnings Loan Value.  (See the section on Loan
Benefits.)  Interest is due on each Policy anniversary and if not paid when due,
will be added to the outstanding loan. When the loan is made or when interest is
not paid when due, an amount sufficient to secure the Policy debt is transferred
out of Separate  Account V and into AVLIC's  General Account as security for the
loan and will earn  interest at the annual rate of 4.5%,  credited on the Policy
anniversary.  Upon partial or full loan repayment, the portion of the Cash Value
in the General  Account  securing the repaid  portion of the Policy loan will be
transferred  to Separate  Account V or the Fixed Account.  Any loan  transaction
will permanently affect the values of the Policy. If the Outstanding Policy Debt
exceeds  the  Policy's  Cash Value less any cash  Surrender  charge and  accrued
expenses,  the excess  must be repaid  within the  specified  time period or the
Policy will  terminate  without  value.  Should the Policy lapse while loans are
outstanding  the  portion of the loans  attributable  to  earnings  will  become
taxable distributions.  THIS POLICY MAY BE A MODIFIED ENDOWMENT CONTRACT.  THERE
ARE ADVERSE TAX CONSEQUENCES FOR MODIFIED ENDOWMENT CONTRACTS,  INCLUDING WHEN A
POLICY LOAN PROVISION IS EXERCISED. (See the section on Federal Tax Matters.)

You may also access the value of your Policy by making a partial  withdrawal.  A
partial  withdrawal  may not  exceed  the  Cash  Surrender  Value,  and the Cash
Surrender  Value  after a partial  withdrawal  must be at least  $1000.  Partial
withdrawals will

                                      LIFE
                                       7

<PAGE>


reduce both the Cash Value and the Death Benefit payable under the Policy. AVLIC
may  deduct  a  charge  from  each  partial  withdrawal.  (See  the  section  on
Surrenders--Partial Withdrawals.)

WHAT ARE THE CHARGES ASSOCIATED WITH OWNERSHIP OF A POLICY?
PREMIUM  CHARGES.  AVLIC will not deduct premium  charges from premium  payments
made during the first year. A charge of 2 1/2% of the premiums  will be deducted
from premium  payments made after the first year to reimburse  AVLIC for premium
taxes.

MONTHLY  DEDUCTIONS FROM THE CASH VALUE. On each Monthly Activity Date, the Cash
Value will be reduced by the monthly  deduction.  The monthly deduction is equal
to: (1) a charge for the cost of insurance for the current  Policy month,  plus,
(2)  one-twelfth of any flat extra rating  charge.  (See the sections on Monthly
Deduction and Rate Class.)

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

No charges are currently made against Separate  Account V for federal,  state or
local taxes (in addition to state premium taxes).  If there is a material change
from the  expected  treatment of AVLIC under  federal,  state or local tax laws,
AVLIC may  determine to make  deductions  from  Separate  Account V to pay those
taxes. (See the section on Federal Tax Matters.)

Policy  Owners  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.  These ranged from .28% to 1.95% at the most recent  fiscal year end. No
such  management fees are assessed  against Net Premiums  allocated to the Fixed
Account. (See the section on The Funds.)

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

The maximum cash Surrender  charge is 11.5% during the first year grading off to
0% during the next seven  years.  The  maximum  charge is based on a 9% deferred
sales cost and a 2.5% charge for premium tax. AVLIC has voluntarily  lowered its
maximum cash Surrender charge to 9%, which would affect the charge for the first
three years.  Because the cash surrender  charge may be  significant  upon early
Surrender,  prospective  Policy Owners should  purchase a Policy only if they do
not intend to surrender the Policy for a substantial period. (See the section on
Cash Surrender Charge.)


TRANSFER  CHARGE.  The first 15  transfers  per Policy  Year are free of charge.
Then, a transfer  charge of $10 may be assessed for each  transfer of Cash Value
among Subaccounts,  or the Fixed Account, to compensate AVLIC for administrative
costs in handling the  transfer.  The transfer  charge will be deducted from the
amount  transferred.  If you have amounts in the Calvert Variable  Series,  Inc.
Ameritas  Portfolios  ("Ameritas  Portfolios")  as a result of the  substitution
which  occurred  at the close of business on October  29,  1999,  the  following
procedure  applies until December 1, 1999:  you may transfer  amounts out of the
Ameritas  Portfolios to any other Subaccount  available under the Policy without
any administrative charge and without the transfer counting as one of your "free
transfers." (See the section on Transfer Charge.)


PARTIAL WITHDRAWAL  CHARGE.  AVLIC may deduct a charge, not to exceed the lesser
of $50 or 2% of the amount withdrawn, for each partial withdrawal. Currently the
charge is the lesser of $25 or 2% of the amount  withdrawn.  The charge  will be
deducted from the amount paid as a result of the withdrawal and will  compensate
AVLIC for the administrative costs of partial  withdrawals.  (See the section on
Partial Withdrawal Charge.)

CAN I ADJUST DEATH BENEFITS?
Yes.  After the first Policy  anniversary,  you may adjust the Death  Benefit by
changing the Death Benefit  option.  After the second Policy Year you may adjust
the Death Benefit by decreasing the Specified  Amount of the Policy. A change in
the Specified  Amount and a change in the Death Benefit  option may only be made
once per year, and are subject to certain  limits.  No change will be allowed if
the resulting  Specified  Amount is less than the minimum  allowed.  The minimum
Specified  Amount  during the first  three  Policy  Years is the  amount  that a
premium of $10,000 ($5,000 for ages 0-15) will purchase; after that, the minimum
is $15,000.  A change in the Death Benefit option from Option A to Option B will
require  satisfactory  evidence of  insurability.  Finally,  no decrease will be
allowed if the  Specified  Amount is less than $15,000 in the first three Policy
Years.  (See the  sections  on  Change in Death  Benefit  Option  and  Change in
Specified Amount.)



                                      LIFE
                                        8

<PAGE>

WHAT IS THE TAX TREATMENT OF THE POLICY?
The Internal  Revenue Code ("the Code") defines a modified  endowment  insurance
contract as one where the accumulated amount paid under the contract at any time
during the first seven contract years exceeds the sum of the net  level premiums
which  would  have been paid on or before  that time if the  Policy  was paid up
after the payment of seven level annual premiums. Because the Policy is designed
to operate as a single premium contract, the initial premium exceeds the amounts
allowed in the 7-pay test. Partial withdrawals or full Surrenders,  assignments,
Policy  pledges,  and loans  (including  loans to pay loan  interest)  under the
Policy will be taxable to the extent of any gain under the Policy. A 10% penalty
tax also applies to the taxable portion of any distribution  prior to the Policy
Owner  reaching  age 59 1/2.  The 10%  penalty  tax does not apply if the Policy
Owner 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 Policy Owner or the joint lives
of the Policy Owner and Beneficiary. (See the section on Federal Tax Matters.)

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

MAY I RETURN THE POLICY FOR A REFUND OR EXCHANGE IT FOR ANOTHER POLICY?
REFUND  PRIVILEGE.  You have period of time (a "free look  period") to examine a
Policy  and return it for a refund.  You may  cancel  the Policy  within 45 days
after Part I of the application is signed,  within 10 days after you receive the
Policy,  or 10 days after AVLIC  delivers a  cancellation  notice,  whichever is
later.  The  amount of the  refund is the  greater  of the  premium  paid or the
premium paid adjusted by investment gains or losses.  (See the section on Refund
Privilege.)

EXCHANGE  PRIVILEGE.  During the first 24 months  after the  Policy  Date of the
Policy,  subject  to certain  restrictions,  you may  exchange  the Policy for a
non-variable  life insurance policy issued by AVLIC or an affiliate.  The policy
provisions and  applicable  charges for the new policy will be based on the same
policy  date and issue age as under the  Policy.  (See the  section on  Exchange
Privilege.)

WHEN DOES MY POLICY TERMINATE?
You may terminate your Policy by Surrendering  the Policy during the lifetime of
the Insured  for its Cash  Surrender  Value.  As noted  above,  your Policy will
terminate  if you fail to  maintain  sufficient  Cash  Surrender  Value to cover
Policy charges.

Finally, your Policy will terminate on its Maturity Date if the named Insured is
living on that date,  unless you have elected the extended  maturity rider. (See
the section on General Provisions--Additional  Insurance Benefits (Riders).) The
Maturity Date is the Policy anniversary  nearest to the Insured's 95th birthday.
On the  Maturity  Date,  AVLIC will pay you an amount equal to the Cash Value of
your Policy, less any Outstanding Policy Debt.

YEAR 2000

Like other insurance  companies and their separate accounts,  AVLIC and Separate
Account V 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." 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. Certain vendors and/or business  partners,  due
to their exposure to foreign markets, may face additional Y2K issues. Please see
the Funds' prospectuses for information on the Funds' preparedness for Y2K.

AVLIC 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 F-II-1.


                                      LIFE
                                        9

<PAGE>



AVLIC is a  wholly  owned  subsidiary  of AMAL  Corporation,  a  Nebraska  stock
company.  AMAL  Corporation is a joint venture of Ameritas Life Insurance  Corp.
("Ameritas  Life"),  a  Nebraska  stock  life  insurance  company,  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.

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

Ameritas Life and its subsidiaries had total assets at December 31, 1998 of over
$4.1 billion. AmerUs Life had total assets as of December 31, 1998 of over $10.4
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 financial  insurance  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 Best's
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 Policy  Owners,  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  of AVLIC.  The
ratings do not relate to the performance of Separate Account V.

THE SEPARATE ACCOUNT
Ameritas Variable Life Insurance  Company Separate Account V ("Separate  Account
V") was established under Nebraska law on August 28, 1985.

The  assets  of  Separate  Account  V are held by AVLIC  segregated  from all of
AVLIC's other assets,  are not chargeable  with  liabilities  arising out of any
other business which AVLIC may conduct, and income, gains, or losses of Separate
Account V are credited  without regard to the other income,  gains, or losses of
AVLIC.  Although the assets maintained in Separate Account V 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
Separate  Account V of a total  market  value at least  equal to the reserve and
other contract liabilities of Separate Account V. Separate Account V will at all
times  contain  assets  equal to or greater  than  account  values  invested  in
Separate  Account V.  Nevertheless,  to the extent assets in Separate  Account V
exceed AVLIC's  liabilities  in Separate  Account V, 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.

Separate  Account V 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
Separate  Account V. For state law purposes,  Separate Account V is treated as a
Division of AVLIC.

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

We may also provide  individualized  hypothetical  illustrations  of Cash Value,
Cash Surrender Value and Death Benefit based on historical investment returns of
the Funds.  These  illustrations  will reflect  deductions for fund expenses and
Policy and Separate Account V charges, including the monthly deduction,  premium
charge and cash surrender charge. These

                                      LIFE
                                       10

<PAGE>



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 27 Subaccounts within Separate Account V available to Policy
Owners 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"):  Calvert  Variable Series,  Inc.  Ameritas  Portfolios  ("Ameritas
Portfolios");  Variable  Insurance Products Fund and Variable Insurance Products
Fund II, (respectively,  "VIP" and "VIP II"; collectively "Fidelity Funds"); The
Alger American Fund ("Alger American Funds"); MFS Variable Insurance Trust ("MFS
Trust");  and Morgan Stanley Dean Witter Universal Funds,  Inc. ("MSDW Universal
Funds").  The Ameritas  Portfolios  receive  investment  advisory  services from
Ameritas Investment Corp. ("AIC"). AIC is a registered  investment adviser under
the  Investment  Advisers  Act of 1940 and is an  affiliate  of AVLIC.  AIC also
contracts  with  subadvisers.   The  following  subadvisers  provide  investment
subadvisory services to the indicated portfolios:

Portfolio                       Subadviser
- -----------                     --------------
Ameritas Money Market           Calvert Asset Management Company, Inc.
Ameritas Index 500              State Street Global Advisors
Ameritas Growth                 Fred Alger Management, Inc. ("Alger Management")
Ameritas Income & Growth        Alger Management
Ameritas Small Capitalization   Alger Management
Ameritas MidCap Growth          Alger Management
Ameritas Emerging Growth        Massachusetts Financial Services Company ("MFS
                                Co.")
Ameritas Research               MFS Co.
Ameritas Growth With Income     MFS Co.

VIP, which is managed by Fidelity  Management & Research  Company  ("Fidelity"),
offers the following portfolios: 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,  and VIP II  Contrafund.  The Alger  American  Fund,  which is
managed  by  Fred  Alger  Management,  Inc.  ("Alger  Management"),  offers  the
following  portfolios:  Alger American Balanced  ("Balanced") 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 Utilities,  MFS Global  Governments,
and MFS New Discovery.  The MSDW Universal Funds offer the following  portfolios
in connection  with the Policy,  all of which are managed by Morgan Stanley Dean
Witter  Investment  Management Inc.  ("MSDW  Investment  Management"):  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  separate from the assets of
the other  portfolios.  Thus, each portfolio  operates as a separate  investment
portfolio, and the income or losses of one portfolio generally have no effect on
the investment performance of any other portfolio.

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

The  Leveraged  AllCap  Portfolio  may borrow money to increase its portfolio of
securities, and may purchase or sell options and enter into futures contracts on
securities  indexes  to  increase  gain or to hedge the value of the  Portfolio.
Certain of the  portfolios  are permitted to invest a portion of their assets in
non-investment  grade, high risk debt securities;  these portfolios  include the
VIP High Income, VIP Equity-Income,  VIP II Asset Manager:  Growth, VIP II Asset
Manager  Portfolios  of the Fidelity  Funds,  and the Research  Portfolio of the
Ameritas Portfolios.  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 MSDW Universal  Funds.  Other portfolios
invest primarily in the securities  markets of emerging nations.  Investments of
this

                                      LIFE
                                       11

<PAGE>



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 MSDW  Universal  Funds.  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, by the Emerging Growth,  Research,  and Growth With
Income portfolios of the Ameritas Portfolios, and by the Global Equity Portfolio
of the MSDW  Universal  Funds.  Investments  acquired  by the U.S.  Real  Estate
Portfolio  of the MSDW  Universal  Funds 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.

The investments in the Funds may be managed by Fund managers which manage one or
more other mutual  funds that have similar  names,  investment  objectives,  and
investment styles as the Funds. You should be aware that the Funds are likely to
differ from the other mutual funds in size, cash flow pattern,  and tax matters.
Thus,  the  holdings and  performance  of the Funds can be expected to vary from
those of the other mutual funds.


Each  Policy  Owner  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.

Separate  Account V 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 Cash Surrender Values,  partial  withdrawals,  and make
Policy  loans or to transfer  assets  among  Investment  Options as requested by
Policy  Owners.   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 Separate  Account V and one or more of the  separate
accounts of another participating  insurance company. In the event of a material
conflict,  the affected  insurance  companies agree to take any necessary steps,
including  removing its separate accounts from the Funds, to resolve the matter.
The  risks of such  mixed  and  shared  funding  are  described  further  in the
prospectuses of the Funds.

<TABLE>
<CAPTION>

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS' PORTFOLIOS

PORTFOLIO                  INVESTMENT POLICIES                                  OBJECTIVE
<S>                         <C>                                                   <C>

AMERITAS PORTFOLIOS
Ameritas Money Market      Invests in U.S. dollar-denominated money             Seeks as high a level of current
                           market securities of domestic and foreign            income as is consistent with
                           issuers, including U.S. Government securities        preservation of capital and
                           and repurchase agreements.  Invests more than        liquidity.
                           25% of total assets in the financial services
                           industry.

Ameritas Index 500         Under normal circumstances, seeks to invest at       Seeks investment  results that
                           least 80% of its assets in common stock              correspond to the total return of
                           included in the Standard & Poor's 500.               common stocks publicly traded in the
                                                                                United States, as represented  by
                                                                                the  Standard & Poor's 500.

Ameritas Growth            Focuses on companies that generally have broad       Seeks long-term capital appreciation.
                           product lines, markets, financial resources and
                           depth of management.  Under normal
                           circumstances, the portfolio invests primarily in
                           equity securities, such as common or preferred
                           stocks, of large companies listed on U.S. exchanges
                           or in the U.S. over-the-counter market.  The portfolio
                            considers a large company to have a market
                           capitalization of $1 billion or greater.

Ameritas Income &          Under normal circumstances, invests in dividend      Primarily seeks to provide a high
Growth                     paying equity securities, such as common or          level of dividend income.  Its
                           preferred  stocks,  preferably those which the       secondary goal is to provide capital


                                      LIFE
                                       12

<PAGE>

                           subadvisor  believes also offer opportunities        appreciation.
                           for capital appreciation.

Ameritas Small
  Capitalization           It focuses on small,  fast-growing companies that
                           offer innovative products, services or technologies
                           to a rapidly expanding marketplace.  Under normal
                           circumstances, the portfolio invests primarily in
                           the equity securities, such as common or preferred
                           stocks, of small capitalization companies            Seeks long-term capital appreciation.
                           U.S. exchanges or in the U.S. over-the-counter
                           market.  A small capitalization company is one that
                           has a market capitalization within the range of
                           companies in the Russell 2000 Growth Index or the
                           S&P SmallCap 600 Index.

Ameritas MidCap Growth     Invests in midsize companies with promising          Seeks long-term capital appreciation.
                           growth potential.  Under normal circumstances,
                           the portfolio invests primarily in the equity securities,
                           such as common or preferred stocks, of companies
                           listed on  U.S. exchanges or in the U.S. over-the-
                           counter  market and having a market capitalization
                           within the  range of companies in the S&P
                           MidCap 400 Index.

Ameritas Emerging Growth   Invests, under normal market conditions, at least    Seeks  long-term growth of capital.
                           65% of its total assets in common stocks and related
                           securities, such as preferred stocks, convertible
                           securities and depositary receipts for those securities,
                           of emerging growth companies.

Ameritas Research          Invests,  under normal market conditions, at least   Seeks long-term growth of capital and
                           80% of its total assets in common stocks and         future income.
                           related securities, such as preferred stocks,
                           convertible securities and depositary receipts.  The
                           portfolio focuses on companies that the subadvisor
                           believes  have favorable prospects for long-term
                           growth,  attractive valuations based on current and
                           expected  earnings or cash flow, dominant or
                           growing market  share and superior management.
                           The fund may invest  in companies of any size.  The
                           portfolio's investments  may include securities
                           traded on securities exchanges  or in the over-the-
                           counter markets.

Ameritas Growth
  With Income              Invests, under normal market conditions, at least    Seeks to provide  reasonable current
                           65% of its total assets in common  stocks and        income  and long-term growth of
                           related securities, such as preferred stocks         capital and income.
                           convertible securities and depositary receipts for
                           those securities.  These securities may be listed
                           on a securities exchange or traded in the over-the-
                           counter markets.  While the portfolio may invest
                           in companies of any size, it may generally focus
                           on companies with larger market capitalizations
                           that the subadvisor believes have sustainable
                           growth  prospects and attractive  valuations based on
                           current and expected earnings or cash flow.

FIDELITY FUNDS

VIP Equity-Income          Investing at least 65% in income-producing           Seeks reasonable income. Will also
                           equity  securities, which tends to lead to           consider the potential for capital
                           investments  in large cap  "value"  stocks.          appreciation. Seeks a yield  which
                                                                                exceeds the composite yield on the
                                                                                securities comprising the Standard
                                                                                & Poor's 500.
                                      LIFE
                                       13

<PAGE>

VIP Growth                 Investing  primarily in common stocks. Investing     Seeks capital appreciation.
                           in companies that it believes have above-average
                           growth potential (stocks of these companies are
                           often called "growth" stocks). Investing in domestic
                           and foreign issuers.

VIP High Income            Investing at least 65% of total assets in income-    Seeks a high level of current income while also
                           producing debt securities, preferred stocks and      considering growth of capital.
                           convertible securities, with an emphasis on
                           lower-quality debt securities.

VIP Overseas               Investing at least 65% of total assetsin foreign     Seeks long-term growth of capital.
                           securities.  Investing primarily in common stocks.

VIP II Asset Manager       Allocating  the Fund's assets among  stocks,         Seeks high total return with reduced risk over
                           bonds,  and short-term and money  market             the long term by allocating its assets among
                           instruments. Maintaining a neutral mix over time     stocks, bonds, and short-term instruments.
                           of 50% of assets in stocks, 40% of assets in bonds,
                           and 10% of assets  in  short-term and money market
                           instruments.

VIP II Investment
   Grade Bond              Investing in U.S. dollar-denominated investment-     Seeks as high a level of current income as is
                           grade bonds.                                         consistent with the preservation of capital.

VIP II Asset Manager:
   Growth                  Allocating   the  Fund's  assets  among  stocks      Seeks to  maximize  total return by allocating its
                           bonds, and short-term  and  money market             assets  among  stocks, bonds, short-term
                           instruments.  Maintaining a neutral mix over time    instruments and other investments.
                           of 70% of assets in  stocks, 25% of assets in bonds,
                           and 5% of  assets in short-term and money  market
                           instruments.



VIP II Contrafund          Investing primarily in common stocks. Investing      Seeks long-term capital appreciation.
                           in securities of companies whose value it believes
                           is not fully recognized by the public.

ALGER AMERICAN FUND


                                      LIFE
                                       14
<PAGE>


Balanced                   The Portfolio focuses on stocks of companies         Seeks current income and long-term capital
                           with growth potential and fixed income               appreciation by investment in common stocks
                           securities, with emphasis on income-producing        and fixed income and convertible securities,
                           securities which appear to have some potential       with emphasis on income producing securities
                           for capital appreciation. Under normal               which appear to have potential for capital
                           circumstances, it invests in common stocks and       appreciation.
                           fixed income securities, which include
                           commercial paper and bonds rated within the 4
                           highest rating categories by an established rating
                           agency or if not rated, which are determined by
                           the Manager to be of comparable quality.
                           Ordinarily, at least 25% of the Portfolio's net
                           assets are invested in fixed-income securities.


Leveraged AllCap           Under normal circumstances, the portfolio            Seeks long-term capital appreciation.
                           invests in the equity securities of companies of
                           any size which demonstrate promising growth
                           potential. The portfolio can leverage, that is,
                           borrow money, up to one-third of its total assets
                           to buy additional securities. By  borrowing money,
                           the portfolio has the potential to increase its
                           returns  if  the  increase  in the value of the
                           securities purchased exceeds the cost of borrowing,
                           including interest paid on the money borrowed.

MFS FUNDS

Utilities Series           Invests, under normal market                         Will seek capital growth
                           conditions, at least 65% of its                      and current income
                           total assets in equity and debt                      (income above that
                           securities of both domestic and                      available from a
                           foreign companies in the                             portfolio invested
                           utilities industry.                                  entirely in equity securities).
Global Governments
   Series                  Invests, under normal market conditions, at least    Will seek to provide income and capital
                           65% of its total assets in debt obligations that are appreciation.
                           issued or guaranteed as to principal and interest
                           by either (1) the U.S. Government, its agencies,
                           authorities or instrumentalities or (2) the
                           governments of foreign countries (including
                           emerging markets). May also invest in corporate
                           bonds (including lower rated bonds commonly
                           known as junk bonds) and mortgage-backed and
                           assets-backed securities.



                                      LIFE
                                       15
<PAGE>


New Discovery              Invests, under normal market conditions, at least    Will seek capital appreciation.
                           65% of its total assets in common stocks and related
                           securities, such  as preferred stocks, convertible
                           securities and depositary receipts for those
                           securities, of emerging growth companies.


MSDW UNIVERSAL FUNDS
Emerging Markets
   Equity                  Invests primarily in equity securities of emerging   Long-term capital appreciation.
                           market country  issuers with a focus  on  those
                           issuers  with attractive growth characteristics,
                           reasonable valuations, and management teams
                           that focus on shareholder value.

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

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

Asian Equity               Invests primarily in equity securities of Asian      Long-term capital appreciation.
                           issuers, excluding Japan, using a disciplined,
                           value-oriented approach to security selection.

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

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
AVLIC reserves the right, subject to applicable law, to add, delete, combine, or
substitute  investments  in Separate  Account V if, in our  judgment,  marketing
needs, tax considerations, or investment conditions warrant. This may happen due
to a change in law or a change in a Fund's  objectives or  restrictions,  or for
some other reason.  AVLIC may operate Separate Account V as a management company
under the 1940 Act, it may be deregistered  under that ACT if registration is no
longer required, or it may be combined with other AVLIC separate accounts. AVLIC
may also transfer the assets of Separate Account V to another separate  account.
If necessary, we will notify the SEC and/or state insurance authorities and will
obtain any required approvals before making these changes.

If any  changes  are made,  AVLIC may, by  appropriate  endorsement,  change the
Policy to reflect the changes.  In addition,  AVLIC may, when  permitted by law,
restrict or eliminate  any voting  rights of Policy  Owners or other persons who
have voting rights as to Separate  Account V. AVLIC will determine the basis for
making any new Subaccounts available to existing Policy Owners.

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

FIXED ACCOUNT
You may elect to allocate all or a portion of your premium payments to the Fixed
Account,  and you may also transfer  monies between  Separate  Account V and the
Fixed Account.  (See the section on Transfers.)  AVLIC  guarantees  that it will
credit interest at a declared rate of at least 4.5%.

Each month,  AVLIC will  establish  the declared  rate for the  Policies  with a
Policy Date or Policy anniversary date in that month.  Interest will be credited
on the amounts  transferred  or allocated  to the Fixed  Account at the declared
rate  effective for the month of issue.  The declared rate is guaranteed for the
remainder of the Policy Year. During the later Policy Years, all amounts in the

                                      LIFE
                                       16

<PAGE>


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.

Payments  allocated to the Fixed Account and transferred from Separate Account V
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 and interest credited
thereto, less any deduction for charges and expenses. The Policy Owner bears the
investment  risk after the expiration of a contract year.  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 1940 Act.  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.

POLICY BENEFITS

The rights and benefits under the Policy are summarized in this prospectus.  The
Policy itself is what controls the rights and benefits.  A copy of the Policy is
available upon request from AVLIC.

PURPOSES OF THE POLICY
The  Policy  is  designed  to  provide  you  with  both (1)  lifetime  insurance
protection to the Policy anniversary nearest the Insured's 95th birthday and (2)
flexibility  in the amount and  frequency  of premium  payments and the level of
life  insurance  proceeds  payable  under the Policy.  Unlike  traditional  life
insurance,  other than the Minimum First Year  Premium,  you are not required to
pay scheduled  premiums to keep your Policy in force.  The Policy is designed so
that a single  premium  payment may be made or you have the  flexibility to vary
subsequent premium payments.

Moreover,  the Policy lets you adjust the level of Death Benefits  payable under
the Policy without having to purchase a new Policy.  You can accomplish  this by
decreasing the Specified  Amount or changing the Death Benefit option.  Thus, as
your insurance needs or financial conditions change, you have the flexibility to
adjust your life insurance benefits and vary premium payments.

The Death  Benefit  may,  and the Cash  Value  will,  vary  with the  investment
experience  of the chosen  Subaccounts  of  Separate  Account V. Thus the Policy
Owner  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 Separate Account V.

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

DEATH BENEFIT OPTIONS
The Policy  provides two Death  Benefit  options,  unless the Extended  Maturity
Rider is in effect.  If the  Extended  Maturity  Rider is in  effect,  the Death
Benefit will be the same as the Cash Value.  Extension of the Maturity  Date may
result in adverse tax  consequences.  (See the  sections on Benefits at Maturity
and General  Provisions--Extended  Maturity Rider.) The Policy Owner 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  Specified  Amount currently is the amount that a premium of $10,000
($5,000 for ages 0-15) will  purchase.  The net amount at risk for Option A will
generally be less than the net amount at risk for Option B. If you choose Option
A, your cost of insurance  deduction  will generally be lower than if you choose
Option B. (See the section on Charges and Deductions.)



                                      LIFE
                                       17

<PAGE>


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.


Under Option A, the Death Benefit is the current  Specified Amount of the Policy
or, if greater,  the  applicable  percentage of Cash Value on the date of death.
The  applicable  percentage  is 250% for  Insureds  with an  attained  age 40 or
younger on the Policy  anniversary prior to the date of death. For Insureds with
an Attained Age over 40 on that Policy anniversary, the percentage declines. For
example,  the percentage at 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
108%,  and at Attained  Age 90 is 100%.  Accordingly,  under  Option A the Death
Benefit  will  remain  level  at the  Specified  Amount  unless  the  applicable
percentage of Cash Value exceeds the current Specified Amount, in which case the
amount of the Death  Benefit will vary as the Cash Value  varies.  Policy Owners
who prefer to have  favorable  investment  performance  reflected in higher Cash
Value, rather than increased insurance coverage,  generally should select Option
A.


Option B.

OMITTED GRAPH ILLUSTRATES  PAYOUT UNDER DEATH BENEFIT OPTION  B, SPECIFICALLY BY
SHOWING  THE  RELATIONSHIPS  OVER TIME,  BETWEEN  THE  SPECIFIED  AMOUNT AND THE
ACCUMULATION VALUE.


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

CHANGE IN DEATH BENEFIT  OPTION.  Generally,  the Death Benefit option in effect
may be  changed  once per year any time after the first  Policy  Year by sending
AVLIC a written request for change.  AVLIC will require evidence of insurability
before  making a change in the Death  Benefit  option from Option A to Option B.
The  effective  date of such a change  will be the Monthly  Activity  Date on or
following the date the change is approved by AVLIC.

If the Death  Benefit  option is  changed  from  Option A to Option B, the Death
Benefit after the change will equal the Specified  Amount before the change plus
the Cash Value on the effective date of the change.  If the Death Benefit option
is changed  from Option B to Option A, the Death  Benefit  after the change will
equal the Death Benefit  before the change minus the Cash Value on the effective
date of change.

No charges will be imposed upon a change in Death Benefit option,  nor will such
a change  in and of  itself  result in an  immediate  change in the  amount of a
Policy's Cash Value.  However,  a change in the Death Benefit  option may affect
the monthly  cost of  insurance  charge  since this  charge  varies with the net
amount at risk,  which is the  amount by which the Death  Benefit  that would be
payable on a Monthly Activity Date exceeds the Cash Value on that date. Changing
from Option B to Option A generally  will  decrease the net amount at risk,  and
therefore  cost of  insurance  charges.  Changing  from  Option  A to  Option  B
generally will result in a net amount at risk that remains level. Such a change,
however,  will result in an increase in the cost of insurance charges over time,
since the cost of insurance  rates increase with the Insured's age. If, however,
the  change  was from  Option A to Option B, the cost of  insurance  rate may be
different  for the  increased  Death  Benefit.  (See the  section on Charges and
Deductions--Cost of Insurance.)

                                      LIFE
                                       18

<PAGE>


CHANGE IN SPECIFIED  AMOUNT.  Subject to certain  limitations,  after the second
Policy Year a Policy  Owner may  decrease the  Specified  Amount of a Policy.  A
decrease in Specified  Amount may affect the cost of insurance  rate and the net
amount at risk,  both of which may  affect a Policy  Owner's  cost of  insurance
charge. (See the section on Charges and Deductions--Cost of Insurance.)

Any  decrease  in the  Specified  Amount will  become  effective  on the Monthly
Activity Date on or following  the date a written  request is approved by AVLIC.
The  Specified  Amount of a Policy may be changed only once per year,  and AVLIC
may limit the size of a change in a Policy Year.

The Specified Amount remaining in force after any requested  decrease may not be
less than the amount a Minimum  First Year  Premium of $10,000  ($5,000 for ages
0-15)  would have  purchased  during the first  three  Policy  years and $15,000
thereafter. Further, no decrease will be allowed if the Specified Amount is less
than $15,000 in the first three Policy  years.  In  addition,  if following  the
decrease  in  Specified  Amount,  the Policy  would not comply  with the maximum
premium  limitations  required  by federal  tax law (see the  section on Premium
Limitations),  the  decrease may be limited or cash value may be returned to the
Policy Owner at the Policy  Owner's  election,  to the extent  necessary to meet
these requirements.

METHODS OF  AFFECTING  INSURANCE  PROTECTION.  A Policy  Owner may  increase  or
decrease the pure  insurance  protection  provided by a  Policy--the  difference
between the Death Benefit and the Cash Value--in several ways as insurance needs
change.  These  ways  include  decreasing  the  Specified  Amount of  insurance,
changing  the level of  premium  payments,  and,  to a lesser  extent,  making a
partial withdrawal of the Policy's cash value. The consequences of each of these
methods will depend upon the individual circumstances.

DURATION  OF THE  POLICY.  The Policy will not be placed in force if the Minimum
First  Year  Premium  has not been  paid on or  before  the date the  Policy  is
delivered.  The Policy will remain in force so long as the Cash Surrender  Value
is  sufficient  to pay the  monthly  deduction.  (See  the  section  on  Monthly
Deduction.) Where,  however, the Cash Surrender Value is insufficient to pay the
monthly  deduction and the Grace Period expires  without an adequate  payment by
the Policy Owner,  the Policy will lapse and terminate  without value.  (See the
section on Policy Lapse and Reinstatement.)

CASH VALUE
The  Policy's  Cash Value in  Separate  Account V will  reflect  the  investment
performance of the chosen  Subaccounts  of Separate  Account V, the Net Premiums
paid, any partial  withdrawals,  and the charges assessed in connection with the
Policy.  A Policy  Owner may at any time  Surrender  the Policy and  receive the
Policy's Cash Surrender Value. (See the section on Surrenders.)
There is no guaranteed minimum cash value.

DETERMINATION OF CASH VALUE. Cash Value is determined on each Valuation Date. On
the Policy Issue Date, the Cash Value in a Subaccount  will equal the portion of
any premium  allocated  to the  Subaccount,  reduced by the portion of the first
monthly deduction  allocated to that Subaccount.  (See the section on Allocation
of Premiums and Cash Value.) Thereafter,  on each Valuation Date, the Cash Value
of a Policy will equal:

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

(2)  The value of the Fixed Account; plus

(3)  Any cash value impaired by Policy debt held in the General Account; plus

(4)  Any Net Premiums received on that Valuation Date; less

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

(6)  Any monthly deduction to be made on that Valuation Date; less

(7)  Any federal or state income taxes charged against the Cash Value.

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

                                      LIFE
                                       19

<PAGE>


THE UNIT  VALUE.  The unit  value of each  Subaccount  reflects  the  investment
performance  of that  Subaccount.  The unit  value of each  Subaccount  shall be
calculated by (1) multiplying the per share net asset value of the corresponding
Fund  portfolio  on the  Valuation  Date times the number of shares  held by the
Subaccount,  before the purchase or redemption of any shares on that date; minus
(2) a Daily  Charge not  exceeding  an annual  rate of 1.20% for  mortality  and
expense risk (.90%) and administrative costs (.30%); and (3) dividing the result
by the total  number of units  held in the  Subaccount  on the  Valuation  Date,
before the purchase or redemption of any units on that date. (See 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.

BENEFITS AT MATURITY
If the  Insured is living,  AVLIC  will pay the Cash Value of the  Policy,  less
Outstanding  Policy Debt,  on the Maturity  Date.  The Policy will mature on the
Policy anniversary  nearest the Insured's 95th birthday,  if living,  unless the
maturity  has been  extended by election of the  Extended  Maturity  Rider.  The
Policy may be subject to certain adverse tax consequences  when continued beyond
the   original   scheduled   Maturity   Date.   (See  the   section  on  General
Provisions--Extended Maturity Rider.)

PAYMENT OF POLICY BENEFITS
Death Benefit  Proceeds  under the Policy will usually be paid within seven days
after AVLIC receives Due Proof of Death.  Cash value benefits will ordinarily be
paid  within  seven  days of  receipt  of a  written  request.  Payments  may be
postponed  in  certain  circumstances.  (See  the  section  on  Postponement  of
Payments.)  The Policy Owner may decide the form in which the  benefits  will be
paid. During the Insured's lifetime,  the Policy Owner may arrange for the Death
Benefit  Proceeds to be paid in a lump sum or under one or more of the  optional
methods of payment  described  below.  These  choices are also  available if the
Policy is  Surrendered  or matures.  If no election is made,  AVLIC will pay the
benefits in a lump sum.

When Death  Benefits  are payable in a lump sum and no election  for an optional
method of payment is in force at the death of the Insured,  the  Beneficiary may
select one or more of the optional methods of payment.

An  election  or change of method of  payment  must be in  writing.  A change in
Beneficiary revokes any previous settlement election.  Further, if the Policy is
assigned,  any amounts due to the  assignee  will first be paid in one sum.  The
balance,  if any, may be applied  under any payment  option.  Once payments have
begun, the payment option may not be changed.

PAYMENT  OPTIONS.  The minimum amount of each payment is $25. If a payment would
be less than $25,  AVLIC has the right to make  payments  less often so that the
amount of each payment is at least $25. Once a payment option is in effect,  the
proceeds will be transferred to AVLIC's  General  Account.  AVLIC may make other
payment options available in the future. For additional  information  concerning
these  options,  see the  Policy  itself.  The  following  payment  options  are
currently available:

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

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

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

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

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

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


                                      LIFE
                                       20

<PAGE>


POLICY RIGHTS

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

INTEREST.  The interest  rate charged on the portion of the  Outstanding  Policy
Debt not exceeding the Earnings Loan Value is 4.5% per year.  Outstanding Policy
Debt in excess of the Earnings  Loan Value is charged 6% interest per year.  The
determination  of whether the Outstanding  Policy Debt exceeds the Earnings Loan
Value will be made each time a loan is taken. AVLIC may increase either of these
rates to a maximum  of 8%.  Interest  accrues  daily  and is due on each  Policy
anniversary  date.  If unpaid when due,  interest will be added to the amount of
the loan and bear interest at the same rate.

EFFECT OF POLICY LOANS.  When a loan is made,  cash value equal to the amount of
the loan will be  transferred  from the Cash Value in Separate  Account V to the
General  Account  of AVLIC as  security  for the  indebtedness.  The cash  value
transferred out of Separate  Account V will be allocated among the  Subaccounts,
or the Fixed Account, in accordance with the instructions given when the loan is
requested.  The minimum amount which can remain in a Subaccount as a result of a
loan is $100.  If no  instructions  are given,  the amount will be  withdrawn in
proportion to the various  deposits in the Subaccount or Fixed Account.  If loan
interest  is not paid when due in any Policy  Year,  on the  Policy  anniversary
thereafter,  AVLIC will loan the interest and allocate the amount transferred to
secure the excess  indebtedness  among the  Subaccounts and the Fixed Account as
set out just above. No charge will be imposed for these transfers. A Policy loan
will permanently  affect the Cash Value of a Policy,  and may permanently affect
the amount of the Death Benefit,  even if the loan is repaid.  Should the Policy
lapse while Policy loans are outstanding  the portion of the loans  attributable
to earnings will become taxable.

Cash value in the General Account held to secure  indebtedness  will be credited
with interest at a rate of 4.5% per year.  Currently,  the net cost to borrow to
the Policy Owner ranges from 0% interest per annum (on the amount not  exceeding
the  Earnings  Loan  Value) to 1.5% per annum.  However,  the  Policy  permits a
maximum  net cost to borrow of 3.5%.  Interest  earned  on  amounts  held in the
General  Account will be allocated to the  Subaccounts  and the Fixed Account on
each Policy  anniversary  in the same  proportion  that Net  Premiums  are being
allocated to those Subaccounts and the Fixed Account at the time. Upon repayment
of  indebtedness,  the portion of the  repayment  allocated to a  Subaccount  in
accordance  with the  repayment of  indebtedness  provision  (see below) will be
transferred to the Subaccount and increase the cash value in that  Subaccount or
the Fixed Account.

OUTSTANDING  POLICY DEBT.  The  Outstanding  Policy Debt equals the total of all
Policy loans and accrued  interest on policy loans.  If the  Outstanding  Policy
Debt  exceeds  the Cash Value  less any cash  surrender  charge and any  accrued
expenses,  the Policy Owner must pay the excess. AVLIC will send a notice of the
amount  which  must be paid.  If the  Policy  Owner  does not make the  required
payment  within the 61 days  after  AVLIC  sends the  notice,  the  Policy  will
terminate  without  value.  A lapsed  Policy may later be  reinstated.  (See 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 loans only if the Policy Owner so requests. As a
loan is repaid,  the Cash 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 to those  Subaccounts  at the
time of repayment.

SURRENDERS
At any time during the lifetime of the Insured and prior to the  Maturity  Date,
the Policy Owner may totally  Surrender the Policy by sending a written  request
to AVLIC. Certain partial withdrawals may also be made. Surrenders from Separate
Account V will  generally  be paid  within  seven days of receipt of the written
request.  (See the section on Postponement of Payments.)  SURRENDERS AND PARTIAL
WITHDRAWALS  MAY HAVE  ADVERSE  TAX  CONSEQUENCES.  (See the Federal Tax Matters
subsections   on  Modified   Endowment   Contract   and  Tax  Penalty  on  Early
Withdrawals.)  Surrenders  may be subject to a cash Surrender  charge.  (See the
section on Cash Surrender Charge.)

TOTAL SURRENDERS. If the Policy is being totally Surrendered, the Policy must be
returned to AVLIC along with the request.  AVLIC will pay an amount equal to the
Cash  Surrender  Value  at the end of the  Valuation  Period  during  which  the
Surrender request is received at AVLIC's Home Office.  Coverage under the Policy
will terminate as of the date of a total Surrender.  A Policy Owner may elect to
have the amount paid in a lump sum or under a payment  option.  (See the section
on Payment Options.)

                                      LIFE
                                       21

<PAGE>


PARTIAL  WITHDRAWALS.  Partial  withdrawals  are  irrevocable.  The  amount of a
partial  withdrawal  may not  exceed  the Cash  Surrender  Value on the date the
request is received and in Policy Years one through seven, may not exceed 10% of
the  Minimum  First  Year  Premium.  The Cash  Surrender  Value  after a partial
withdrawal  must be at least  $1,000.  The amount paid will be deducted from the
Policy's Cash Value at the end of the Valuation  Period during which the request
is received.  The amount will be deducted from the Subaccounts  according to the
instructions of the Policy Owner when the withdrawal is requested, provided that
the minimum  amount  remaining in a Subaccount as a result of the  allocation is
$100. If no instructions  are given,  the amount will be withdrawn in proportion
to the various deposits in the Subaccount and/or Fixed Account.

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

The Specified Amount remaining in force after a partial  withdrawal,  during the
first three Policy  Years,  may not be less than the amount a premium of $10,000
would  purchase  ($5,000  for ages  0-15)  and  thereafter  may not be less than
$15,000.  Also, no partial withdrawal will be allowed if the Specified Amount is
less than $15,000 in the first three years. Any request for a partial withdrawal
that  would  reduce  the  Specified   Amount  below  this  amount  will  not  be
implemented.  A fee not to exceed  the  lesser  of  $50.00  or 2% of the  amount
withdrawn is deducted from each partial  withdrawal  amount paid.  Currently the
charge is the lesser of $25 or 2% of the amount  withdrawn.  (See the section on
Partial Withdrawal Charge.)

TRANSFERS
Cash Value may be transferred  among the Subaccounts of Separate  Account V. The
total amount  transferred each time must be at least $250, or the balance of the
Subaccount,  if less. The minimum amount that may remain in a Subaccount after a
transfer is $100.  AVLIC will  effectuate  transfers and determine all values in
connection  with transfers on the later of the date designated in the request or
at the  end of the  Valuation  Period  during  which  the  transfer  request  is
received.  Cash Value on the date of a transfer  will not be affected  except to
the  extent  of any  transfer  charge.  Transfers  may  also  be made  from  the
Subaccounts to the Fixed Account.  One hundred percent of the amount  deposited,
plus interest  thereon,  may be transferred  out of the Fixed Account during the
30-day period following the yearly anniversary of the date of the Policy.


An unlimited  number of transfers may be made, with the first fifteen  transfers
per Policy Year permitted free of charge.  A transfer charge may be imposed each
additional time amounts are  transferred.  This charge will be deducted pro rata
from each Subaccount (and, if applicable, the Fixed Account) in which the Policy
Owner is invested.  The charge is $10 per  transfer.  If you have amounts in the
Ameritas  Portfolios as a result of the substitution which occurred at the close
of business on October 29, 1999  ("Substitution  Date"), the following procedure
applies  until  December 1, 1999:  you may transfer  amounts out of the Ameritas
Portfolios  to any other  Subaccount  available  under the  Policy  without  any
administrative  charge and  without the  transfer  counting as one of your "free
transfers."  (See the  section on Transfer  Charge.)  Transfers  resulting  from
Policy  loans or exercise  of the  exchange  privilege  will not be subject to a
transfer charge. In addition, such transfers will not be counted for purposes of
the limitation on the number of transfers allowed in each year. AVLIC may at any
time revoke or modify the  transfer  privilege,  including  the  minimum  amount
transferable. (See the section on Tax Status of the Policy.)


The privilege to initiate  transactions  by telephone  will be made available to
Policy Owners automatically.  AVLIC will employ reasonable procedures to confirm
that  instructions  communicated  by telephone are genuine,  and if it does not,
AVLIC  may  be  liable  for  any  losses  due  to   unauthorized  or  fraudulent
instructions.  The  procedures  AVLIC  follows  for  transactions  initiated  by
telephone include, but are not limited to, requiring the Policy Owner to provide
the Policy  number at the time of giving  transfer  instructions;  AVLIC's  tape
recording of all telephone transfer instructions;  and the provision,  by AVLIC,
of written confirmation of telephone transactions.

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

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

                                      LIFE
                                       22

<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.  Participation in any
systematic program will automatically  terminate upon death of the Insured.  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 allocate Cash Value among the  Subaccounts  of Separate  Account V on a
systematic basis, according to allocation instructions you specified.

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

EARNINGS SWEEP. Permits systematic redistribution of earnings among Subaccounts.

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.

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

To cancel the Policy,  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  the  Policy  Owner's  bank.  (See the  section  on
Postponement of Payments.)

EXCHANGE PRIVILEGE
During the first 24 Policy  months after the Policy  Date,  you may exchange the
Policy for a non-variable life insurance policy issued by AVLIC or an affiliate.
No new evidence of insurability will be required.

The policy date, issue age and risk  classification  for the Insured will be the
same under the new policy as under the old. In addition,  the policy  provisions
and  applicable  charges  for the new policy and its riders will be based on the
same policy date and issue age as under the Policy. Cash values for the exchange
and payments will be established  after making  adjustments for investment gains
or losses and after  recognizing  variance,  if any, between payment or charges,
dividends or cash values  under the flexible  contract and under the new policy.
You may elect  either the same  specified  amount or the same net amount at risk
for the new policy as under the old.

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

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A POLICY
Individuals wishing to purchase a Policy must complete an application and submit
it to AVLIC's Home Office (5900 "O" Street,  P.O. Box 82550,  Lincoln,  Nebraska
68501). A Policy will generally be issued only to individuals 80 years of age on
their nearest birthday or less who supply satisfactory  evidence of insurability
to AVLIC.  AVLIC may, at its sole  discretion,  issue a Policy to an  individual
above the age of 80.  Acceptance is subject to AVLIC's  underwriting  rules, and
AVLIC reserves the right to reject an application for any reason.

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

                                      LIFE
                                       23

<PAGE>


The Issue Date is the date that all financial,  contractual  and  administrative
requirements  have been met and  processed  for the  Policy.  When all  required
premiums  and  application  amendments  have been  received by AVLIC in its Home
Office, the Issue Date will be the date the Policy is mailed to the Policy Owner
or  sent to the  agent  for  delivery  to the  Policy  Owner.  When  application
amendments  or  additional  premiums  need to be obtained  upon  delivery of the
Policy,  the Issue Date will be when the Policy  receipt and  federal  funds are
received;  and the  application  amendments are received and reviewed in AVLIC's
Home Office.  On the Issue Date, the premium paid (plus any interest credited on
premiums  paid before the Issue Date less any cost of  insurance  charge for the
period  between the Policy Date and the Issue  Date) is  allocated  to the Money
Market  Subaccount.  After the expiration of the refund  period,  the Cash Value
will be allocated  to the  Subaccounts  or the Fixed  Account as selected by the
Policy Owner.

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

Interim  conditional  insurance coverage may be issued prior to the Policy Date,
provided that certain  conditions are met, upon the completion of an application
and the payment of a Specified Amount at the time of the application. The amount
of the interim coverage is limited to the smaller of (1) the amount of insurance
applied for, (2) $100,000,  or (3) $25,000 if the proposed  Insured is under age
10 or over age 60 at his nearest birthday.

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

MINIMUM  FIRST YEAR  PREMIUM.  The  Minimum  First Year  Premium is equal to the
amount designated in the Policy.  The Minimum First Year Premium will be no less
than  $10,000,  except on Insureds who have an age nearest  birthday of 0 to 15,
for which the  Minimum  First  Year  Premium  will be no less than  $5,000.  The
Minimum First Year Premium  generally  approximates  80% of the Guideline Single
Premium, as defined for federal tax purposes,  for the initial Specified Amount.
There is no  representation  that the Policy will not lapse if the Minimum First
Year  Premium is paid,  nor is there a guarantee  that the Policy will not lapse
even if Planned Periodic Premiums are paid.

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

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

PLANNED  PERIODIC  PREMIUMS.  At the time the Policy is issued,  if the  initial
premium is less than 100% of the Guideline Single Premium,  the Policy Owner may
determine a planned  periodic  premium schedule that provides for the payment of
level premiums at selected  intervals;  subject,  however,  to a minimum planned
periodic premium schedule of $1,200 on an annual basis and a maximum schedule of
no greater than the limitation on total premiums established by federal tax law.
The  Policy  Owner is not  required  to pay  premiums  in  accordance  with this
schedule. The Policy Owner has considerable  flexibility to alter the amount and
frequency of premiums paid.

Policy  Owners can also  change  the  frequency  and amount of Planned  Periodic
Premiums  by  sending a  written  request  to the Home  Office,  although  AVLIC
reserves the right to limit any increase.  Premium  payment notices will be sent
annually, semi-annually or quarterly depending upon the frequency of the Planned
Periodic  Premiums.  Payment of the Planned Periodic Premiums does not guarantee
that the Policy  remains in force.  Instead,  the duration of the Policy depends
upon the  Policy's  Cash  Surrender  Value.  (See the section on Duration of the
Policy.) Thus, even if Planned Periodic Premiums are paid by the Policy

                                      LIFE
                                       24

<PAGE>


Owner,  the  Policy  will  nonetheless  lapse any time Cash  Surrender  Value is
insufficient to pay certain monthly charges,  and a Grace Period expires without
a sufficient payment. (See the section on Policy Lapse and Reinstatement.)

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

PREMIUM  LIMITATIONS.  In no event  may the  total of all  premiums  paid,  both
planned  and  unscheduled,   exceed  the  current  maximum  premium  limitations
established  by federal  tax laws.  If at any time a premium is paid which would
result in total premiums exceeding the current maximum premium limitation, AVLIC
will only accept  that  portion of the  premium  which will make total  premiums
equal the  maximum.  Any part of the  premium in excess of that  amount  will be
returned or applied as otherwise agreed and no further premiums will be accepted
until  allowed by the current  maximum  premium  limitations  prescribed by law.
AVLIC may also establish a minimum acceptable premium amount.

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

The initial premium is allocated as of the Issue Date of the Policy to the Money
Market Subaccount for 13 days.  Thereafter,  the Cash Value will be allocated to
the  Subaccounts  or the Fixed Account as selected by the Policy Owner.  Premium
payments  received  by AVLIC  prior to the  Issue  Date are held in the  General
Account and are credited  with  interest at a rate  determined  by AVLIC for the
period from the date the payment has been  converted into federal funds that are
available  to AVLIC  until the date the  amounts  are  transferred  to the Money
Market Subaccount, but in no event will interest be credited prior to the Policy
Date. After the first Policy Year, all premiums are subject to a premium charge,
and thus the Net Premium is allocated to the  selected  Subaccount  or the Fixed
Account.  If there is any Outstanding Policy Debt at the time of payment,  AVLIC
will treat it as a premium payment unless otherwise instructed in proper written
notice.

The value of amounts  allocated to Subaccounts  of Separate  Account V will vary
with the investment performance of these Subaccounts, and the Policy Owner bears
the entire  investment  risk. This will affect the Policy's cash value,  and may
affect the Death Benefit as well. Policy Owners should periodically review their
allocations  of premiums  and values in light of market  conditions  and overall
financial planning requirements.

POLICY LAPSE AND REINSTATEMENT
LAPSE.  Unlike  conventional  life  insurance  policies,  the  failure to make a
planned  periodic  premium  payment  will not itself  cause the Policy to lapse.
Lapse will  occur when the Cash  Surrender  Value is  insufficient  to cover the
monthly deduction,  and a Grace Period expires without a sufficient payment. The
Grace Period is 61 days from the date AVLIC mails a notice that the Grace Period
has begun.  AVLIC will  notify the Policy  Owner at the  beginning  of the Grace
Period by mail  addressed  to the last  known  address on file with  AVLIC.  The
notice will specify the premium required to keep the Policy in force. Failure to
pay the  required  amount  within the Grace  Period  will result in lapse of the
Policy.  If the  Insured  dies  during the Grace  Period,  any  overdue  monthly
deductions and  Outstanding  Policy Debt will be deducted from the proceeds.  If
the Cash Surrender  Value is insufficient  to cover the monthly  deduction,  the
Policy Owner must pay a premium during the Grace Period  sufficient to cover the
monthly deduction. (See the section on Charges and Deductions.)

REINSTATEMENT.  A lapsed Policy may be reinstated  any time within 2 years after
the end of the Grace Period (or if required by state law, longer  periods),  but
before the Maturity  Date. We will  reinstate your Policy based on the Insured's
underwriting  classification at the time of the reinstatement.  Reinstatement is
subject to the following:

        (1)    Evidence of insurability of the Insured satisfactory to AVLIC;

        (2)    Payment of a premium  equal to the greater of $1,000 or an amount
               that, after the deduction of premium charges,  is large enough to
               cover the monthly deductions for at least the three Policy months
               commencing with the effective date of reinstatement; and

        (3)    Any Policy debt will be reinstated with interest due and accrued.

        (4)    The Policy cannot be reinstated if it has been surrendered for
               its full Cash Surrender Value.

The  amount  of cash  value  on the date of  reinstatement  will be equal to the
amount of the cash value on the date of lapse,  increased by the premium paid at
reinstatement,  less the premium charges and the amounts stated above, plus that
part of the deferred sales load (i.e.,  cash surrender charge) which would apply
if the Policy were Surrendered on the date of  reinstatement.  The last addition
to the cash value is designed to avoid  duplicate  cash surrender  charges.  The
original Policy Date will be used for

                                      LIFE
                                       25

<PAGE>


purposes  of  calculating  the cash  surrender  charge.  If any Policy  debt was
reinstated,  that debt  will be held in  AVLIC's  General  Account.  Cash  Value
calculations  will then proceed as described in the section on  Determination Of
Cash 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;  (3) assuming
certain  risks in  connection  with the Policy;  and (4)  incurring  expenses in
distributing  the Policy.  The nature and amount of these  charges are described
more fully below.

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

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

MONTHLY DEDUCTION
Charges  will be deducted on each Monthly  Activity  Date from the cash value of
the Policy to compensate  AVLIC for insurance  provided.  The monthly  deduction
includes:  (1) the cost of  insurance  for the current  Policy  month,  plus (2)
one-twelfth  of any flat extra  rating  charge.  The monthly  deduction  will be
deducted as of the Policy Date and on each Monthly Activity Date thereafter.  It
will be  allocated  among the  Subaccounts  or the Fixed  Account  on a pro rata
basis. Each of these charges is described in more detail below.

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

COST OF  INSURANCE  RATE.  The  annual  cost of  insurance  rate is based on the
Insured's sex,  Attained Age, Policy duration and risk class. The rate will vary
if the Insured is a smoker or non-smoker  or is  considered a  substandard  risk
classification  and rated with a tabular extra rating. For the initial Specified
Amount,  the cost of insurance  rate will not exceed those shown in the Schedule
of Guaranteed  Annual Cost of Insurance Rates shown in the schedule pages of the
Policy.  These guaranteed rates are based on the Insured's age nearest birthday,
risk class, and the 1980 Commissioners  Standard Ordinary Smoker and Non-Smoker,
Male and Female Mortality Tables. Any change in the cost of insurance rates will
apply to all persons of the same age, sex and risk class and whose policies have
been in effect for the same length of time.

If the  underwriting  class for any increase in Death Benefit  resulting  from a
change in Death Benefit  option from A to B is not the same as the  underwriting
class at issue,  the cost of insurance  rate used after such  increase will be a
composite  rate  based upon a  weighted  average  of the rates of the  different
underwriting classes.  Decreases will also be reflected in the cost of insurance
rate as discussed  earlier.  The actual charges made during the Policy Year will
be shown in the annual report delivered to Policy Owners.

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


Insureds  may also be assigned a flat extra rating to reflect  higher  mortality
risks.  The flat extra rating charge will not impact the cost of insurance rate,
but  1/12 of any  flat  extra  cost  will  be  deducted  as part of the  monthly
deduction on each Monthly Activity Date.


                                      LIFE
                                       26

<PAGE>


DAILY CHARGES AGAINST THE SEPARATE ACCOUNT
A Daily  Charge  will be  deducted  from the value of the net assets of Separate
Account V to  compensate  AVLIC for  mortality and expense risks assumed and the
administrative  costs incurred in connection with the Policy.  This daily charge
from Separate Account V will be at the rate of 0.003288  percent  (equivalent to
an annual  rate of 1.20  percent of the  average  daily net  assets of  Separate
Account  V).  The daily  charge  will be  deducted  from the net asset  value of
Separate Account V, and therefore the Subaccounts, on each Valuation Date. Where
the  previous  day or days  was  not a  Valuation  Date,  the  deduction  on the
valuation date will be 0.003288  percent  multiplied by the number of days since
the last Valuation  Date. No mortality and expense charges will be deducted from
the amounts in the Fixed Account.

Of this Daily  Charge,  .002466  percent  (equivalent  to an annual rate of 0.90
percent of the average  daily net assets of  Separate  Account V) is deducted to
compensate  AVLIC for the mortality and expense risk assumed under the Policies.
AVLIC  believes that this level of charge is reasonable in relation to the risks
assumed by AVLIC under the Policies. The mortality risk assumed by AVLIC is that
Insureds' may live for a shorter time than assumed, and that an aggregate amount
of Death  Benefits  greater  than that  assumed  accordingly  will be paid.  The
expense risk assumed is that expenses  incurred in issuing and administering the
policies will exceed the administrative charges provided in the Policies.

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

TAXES. Currently, no charge will be made against Separate Account V for federal,
state or local  income  taxes.  AVLIC  may,  however,  make such a charge in the
future if income or gains within Separate  Account V will incur any federal,  or
any significant state or local income tax liability, or if the federal, state or
local tax treatment of AVLIC changes.  Charges for such taxes,  if any, would be
deducted  from  Separate  Account V as a portion of the Daily  Charge.  (See the
section on Federal Tax Matters.)

FUND EXPENSE SUMMARY

The  information  shown below relating to the Funds was provided to AVLIC by the
Funds and AVLIC has not  independently  verified such  information.  Each of the
Funds, other than the Ameritas Portfolios,  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 Ameritas  Portfolios  are managed by AIC, an AVLIC
affiliate.  Unless otherwise noted, the amount of expenses,  including the asset
based  advisory fee referred to above,  borne by each  portfolio  for the fiscal
year ended December 31, 1998, was as follows:
<TABLE>
<CAPTION>

                              INVESTMENT                               WAIVERS        TOTAL
                               ADVISORY      OTHER                     AND/OR      (REFLECTING
PORTFOLIO                    & MANAGEMENT   EXPENSES     TOTAL     REIMBURSEMENTS  WAIVERS AND/OR
                                                                                 REIMBURSEMENTS,
                                                                                     IF ANY)
<S>                              <C>         <C>          <C>           <C>           <C>
AMERITAS PORTFOLIOS(1)
Ameritas Money Market            .21%        .14%         .35%          .05%          .30%
Ameritas Index 500               .24%        .17%         .41%          .13%          .28%
Ameritas Growth                  .75%        .14%         .89%          .10%          .79%
Ameritas Income & Growth         .63%        .19%         .82%          .12%          .70%
Ameritas Small Capitalization    .85%        .15%        1.00%          .11%          .89%
Ameritas MidCap Growth           .80%        .17%         .97%          .13%          .84%
Ameritas Emerging Growth         .75%        .16%         .91%          .06%          .85%
Ameritas Research                .75%        .40%        1.15%          .29%          .86%
Ameritas Growth With Income      .75%        .25%        1.00%          .12%          .88%

FIDELITY FUNDS
VIP Equity-Income                .49%        .09%         .58%          .01%          .57%(2)


                                      LIFE
                                       27

<PAGE>


VIP Growth                       .59%        .09%         .68%          .02%          .66%(2)
VIP High Income                  .58%        .12%         .70%          -             .70%
VIP Overseas                     .74%        .17%         .91%          .02%          .89%(2)
VIP II Asset Manager             .54%        .10%         .64%          .01%          .63%(2)
VIP II Investment Grade Bond     .43%        .14%         .57%          -             .57%
VIP II Asset Manager: Growth     .59%        .14%         .73%          .01%          .72%(2)
VIP II Contrafund                .59%        .11%         .70%          .04%          .66%(2)

ALGER AMERICAN FUND(3)
Balanced                         .75%        .17%         .92%          -             .92%
Leveraged AllCap                 .85%        .11%         .96%          -             .96%

MFS TRUST
Utilities                        .75%        .26%(4)     1.01%          -            1.01%
Global Governments               .75%        .36%(4)     1.11%          .11%         1.00%(5)
New Discovery                    .90%       4.32%(4)     5.22%         4.07%         1.15%(5)

MSDW UNIVERSAL FUNDS
Emerging Markets Equity         1.25%       2.20%        3.45%         1.50%         1.95%(6)
Global Equity                    .80%        .83%        1.63%          .48%         1.15%(6)
International Magnum             .80%       1.00%        1.80%          .65%         1.15%(6)
Asian Equity                     .80%       2.00%        2.80%         1.59%         1.21%(6)
U.S. Real Estate                 .80%        .93%          1.73%          .63%         1.10%(6)
</TABLE>

(1) This is a new Fund. Total expenses are estimated. Each portfolio's aggregate
    expenses are limited to the advisory and  administrative  fees  disclosed in
    the table under the column "Total (reflecting waivers and/or reimbursements,
    if any)" for a period of one year following the Substitution Date. Following
    this  one year  period,  expenses  of the  Ameritas  Portfolios  will not be
    permitted  to exceed an expense  ratio which is .10%  greater than the prior
    expense ratio of the corresponding replaced fund, unless an amendment to the
    investment  advisory  contract  is approved  modifying  or  eliminating  the
    expense guarantee.

(2) A portion of the  brokerage  commissions  that certain Funds pay was used to
    reduce Fund expenses.  In addition,  certain Funds, or Fidelity on behalf of
    certain Funds,  have entered into  arrangements with their custodian whereby
    credits realized as a result of uninvested cash balances were used to reduce
    custodian expenses. The total operating expenses reflect these reductions.

(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  Balanced,  1.25%,  and Alger American
    Leveraged AllCap, 1.50%. Included in "Other Expenses" of Leveraged AllCap is
    .03% of interest expense.

(4) Each MFS Trust 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. Each series may enter into
    other such  arrangements and directed  brokerage  arrangements  (which would
    also have the effect of reducing the series' expenses). Expenses do not take
    into account these  expense  reductions  and are  therefore  higher than the
    actual expenses of the series.

(5) MFS has agreed to bear  expenses for the Global  Governments  Series and New
    Discovery Series, subject to  reimbursement  by  the 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. Utilities Series has no
    such  limitation.  The  payments  made  by  MFS  on  behalf  of  the  Global
    Governments  Series and New  Discovery  Series  under this  arrangement  are
    subject to reimbursement by the series to MFS, which will be accomplished by
    the payment of an expense  reimbursement  fee by the series to MFS  computed
    and paid monthly at a percentage of the series  average daily net assets for
    its then current fiscal year, with a limitation that immediately  after such
    payment the series "Other Expenses" will not exceed the percentage set forth
    above  for  that  series.  The  obligation  of MFS to bear a  series  "Other
    Expenses" pursuant to this arrangement and the series' obligation to pay the
    reimbursement  fee to MFS,  terminates  on the  earlier of the date on which
    payments  made by the series equal the prior  payment of such  reimbursement
    expenses by MFS, or December 31, 2004.


(6) For the  fiscal  year  ended  December  31,  1998  portfolio  expenses  were
    voluntarily reduced by the Fund's investment adviser.  After reduction,  the
    total expenses were as stated.


                                      LIFE
                                       28

<PAGE>



                                      LIFE
                                       29

<PAGE>



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.

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

The sales load  portion of the cash  Surrender  charge in any Policy Year is not
necessarily  related  to actual  distribution  expenses  incurred  in that year.
Instead,  AVLIC  expects to incur the majority of  distribution  expenses in the
early Policy Years and to recover  amounts to pay such expenses over the life of
the Policy.  AVLIC  anticipates that funds generated by the sales loads will not
be  sufficient  to cover  distribution  expenses.  To the extent  that sales and
distribution  expenses exceed sales loads in any year,  AVLIC will pay them from
its other  assets or surplus  in its  General  Account,  which  include  amounts
derived from mortality and expense risk charges and other charges made under the
Policy. AVLIC believes that this distribution financing arrangement will benefit
Separate Account V and the Policy Owners.

AVLIC has  voluntarily  lowered its maximum cash  Surrender  charge to 9%, which
amount will be charged on Surrenders during Policy Years one, two and three. The
Policy  provides that cash  Surrender  charges may equal,  respectively,  11.5%,
10.5% and 9.5% for the first three years. Thereafter,  the cash Surrender charge
grades to 8.5% in year four,  7% in year five,  5% in year six, 2% in year seven
and 0% after the seventh year. The charge allowed by the Policy is based on a 9%
sales load and a 2.5%  charge for  premium  tax.  The sales load and premium tax
components of the cash Surrender charge grade down proportionately.  There is no
cash Surrender  charge  assessed upon  decreases in the Specified  Amount of the
Policy  or  partial  withdrawals  of cash  value.  There is no  additional  cash
surrender  charge  attributable  to payments  made after the first  Policy Year.
Because  the cash  Surrender  charge may be  significant  upon early  Surrender,
prospective Policy Owners should purchase a Policy only if they do not intend to
Surrender the Policy for a substantial period.

TRANSFER CHARGE
A transfer  charge of $10.00 may be imposed for each  additional  transfer among
the Subaccounts or the Fixed Account after fifteen per Policy Year to compensate
AVLIC for the costs of effecting the transfer. Since the charge reimburses AVLIC
for the cost of  effecting  the  transfer  only,  it does not expect to make any
profit from the transfer charge. This charge will be deducted pro rata from each
Subaccount (and, if applicable,  the Fixed Account) in which the Policy Owner is
invested.  The transfer  charge will not be imposed on transfers that occur as a
result of Policy  loans or the  exercise of exchange  rights.  The amount of the
transfer charge is guaranteed not to be increased.


If you have amounts in the Ameritas  Portfolios as a result of the  substitution
which occurred on the Substitution  Date, the following  procedure applies until
December 1, 1999: you may transfer amounts out of the Ameritas Portfolios to any
other Subaccount  available under the Policy without any  administrative  charge
and without the transfer counting as one of your "free transfers."


PARTIAL WITHDRAWAL CHARGE
A charge will be imposed for each partial withdrawal to compensate AVLIC for the
administrative  costs in effecting the requested payment and in making necessary
calculations  for any  reductions  in Specified  Amount which may be required by
reason of the partial withdrawal. The charge will be deducted from the amount of
the  withdrawal.  The current charge made will be the lesser of 2% of the amount
withdrawn or $25.  This charge is  guaranteed  not to be more than the lesser of
$50 or 2% of the amount withdrawn. AVLIC does not expect to make any profit from
the partial withdrawal charge.


                                      LIFE
                                       30

<PAGE>


GENERAL PROVISIONS

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

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

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

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

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

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

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

MISSTATEMENT OF AGE, SEX, OR SMOKING.  If the age, sex, or smoking habits of the
Insured  have been  misstated,  the amount of the Death  Benefit and Cash Values
under the  Policy  will be  adjusted.  The Death  Benefit  will be  adjusted  in
proportion to the correct and incorrect cost of insurance  rates. The adjustment
in the  Cash  Value  will  be the  difference  between  the  cost  of  insurance
deductions that were made and those that should have been made.

SUICIDE.  Suicide  within  two years of the  Policy  Date is not  covered by the
Policy,  unless otherwise  provided by state law. If the Insured,  while sane or
insane,  commits suicide within two years after the Policy Date,  AVLIC will pay
only the premiums  received,  less any partial  withdrawals  and any Outstanding
Policy Debt.  The laws of Missouri  provide that death by suicide at any time is
covered by the Policy,  and further,  that suicide by an insane  person is not a
defense to the payment of  Accidental  Death  Benefits  unless the insane person
intended suicide when the Insured applied for the Policy.

POSTPONEMENT OF PAYMENTS. Payment of any amount upon complete surrender, partial
withdrawal,  Policy loans, benefits payable at death or maturity,  and transfers
may be postponed whenever:  (1) the New York Stock Exchange is closed other than
customary  week-end  and  holiday  closings,  or  trading  on the New York Stock
Exchange is restricted as determined by the Securities and Exchange  Commission;
(2) the  Commission by order permits  postponement  for the protection of Policy
Owners; (3) an emergency exists, as determined by the Commission, as a result of
which  disposal  of  securities  is  not  reasonably  practicable  or it is  not
reasonably  practicable  to  determine  the value of  Separate  Account  V's net
assets; or, (4) Surrenders or partial  withdrawals from the Fixed Account may be
deferred for up to 6 months from the date of written request.

Payments under the Policy of any amounts derived from premiums paid by check may
be delayed until such time as the check has cleared the Policy Owner's bank.

                                      LIFE
                                       31

<PAGE>

REPORTS  AND  RECORDS.  AVLIC will  maintain  all  records  relating to Separate
Account  V and will mail to the  Policy  Owner,  at the last  known  address  of
record,  within 30 days after each Policy  anniversary,  an annual  report which
shows the current Cash Value,  Cash Surrender  Value,  Death  Benefit,  premiums
paid,  Outstanding Policy Debt and other information.  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 Policy Owner
may receive confirmation of such transactions in their quarterly statements. The
Policy Owner should review the information in these  statements  carefully.  All
errors or  corrections  must be reported to AVLIC  immediately  to assure proper
crediting  to the Policy.  AVLIC will  assume all  transactions  are  accurately
reported on quarterly  statements  unless AVLIC is otherwise  notified within 30
days  after  receipt  of the  statement.  The  Policy  Owner 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.

        ACCELERATED  BENEFIT RIDER FOR TERMINAL  ILLNESS (LIVING BENEFIT RIDER).
        Upon  satisfactory  proof of  terminal  illness  and after the  two-year
        contestable  period (no waiting  period in certain  states),  AVLIC will
        accelerate  the  payment  of up to  50% of the  lowest  scheduled  Death
        Benefit  as  provided  by  eligible  coverage,  less an amount up to two
        guideline level premiums.  Future premium  allocations after the payment
        of the benefit must be allocated to the Fixed Account.  Payment will not
        be made for  amounts  less  than  $4,000 or more  than  $250,000  on all
        policies issued by AVLIC or its affiliates.  AVLIC may charge the lesser
        of 2% of the benefit or $50 as a withdrawal charge to cover the costs of
        administration.

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

        The  accelerated  benefit  first  will be used to repay any  outstanding
        Policy  loans and unpaid  loan  interest,  and will also  affect  future
        loans, partial withdrawals, and Surrenders. The accelerated benefit will
        be treated as a lien  against the Death  Benefit  Policy  value and will
        thus reduce the proceeds payable on the death of the Insured.

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

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

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

        The Internal  Revenue Service has not issued a ruling  regarding the tax
        consequences of this rider. The Policy may be subject to certain adverse
        tax  consequences  when  continued  beyond the Maturity Date. Due to the
        lack of specific guidance by the Internal Revenue Service on this issue,
        the  result  is not  certain.  If the  Policy is not  treated  as a life
        insurance  contract for federal  income tax purposes  after the original
        scheduled  Maturity Date,  among other things,  the Death Benefit may be
        taxable to the  recipient.  The Policy Owner should  consult a qualified
        tax advisor  regarding the possible adverse tax  consequences  resulting
        from extension of the original scheduled Maturity Date.

DISTRIBUTION OF THE POLICIES

Ameritas Investment Corp. ("AIC"), a wholly owned subsidiary of AMAL Corporation
and an affiliated company of AVLIC, will act as the principal underwriter of the
Policies,  pursuant to an Underwriting  Agreement  between itself and AVLIC. AIC
was organized  under the laws of the State of Nebraska on December 29, 1983, and
is a registered  broker/dealer  pursuant to the Securities  Exchange Act of 1934
and a member of the National  Association  of Securities  Dealers.  In 1998, AIC
received gross variable  universal life compensation of $12,564,917 and retained
$394,171 in  underwriting  fees, and $3,514 in brokerage  commissions on AVLIC's
variable universal life policies.

                                      LIFE
                                       32

<PAGE>



AIC offers its clients a wide variety of financial products and services and has
the  ability  to execute  stock and bond  transactions  on a number of  national
exchanges.  AIC also  serves  as  principal  underwriter  for  AVLIC's  variable
annuities,  and for Ameritas Life's variable life and variable  annuity.  AIC is
the underwriter for the Ameritas  Portfolios,  and also serves as its investment
adviser. It also has executed selling agreements with a variety of mutual funds,
unit investment trusts and direct participation programs.


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

Registered  representatives  who sell the Policy will receive  commissions based
upon a commission  schedule.  After issuance of the Policy,  commissions paid by
AVLIC to broker-dealers  may vary, but are not expected to exceed 5% of premiums
paid in the first  Policy Year.  Further,  registered  representatives  who meet
certain production  standards may receive  additional  compensation and managers
receive override commission with respect to the policies.

FEDERAL TAX MATTERS

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

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

Counsel and other  competent  advisors  should be  consulted  for more  complete
information  before a Policy is purchased.  AVLIC makes no  representation as to
the likelihood of the continuation of present federal income tax laws nor of the
interpretations by the Internal Revenue Service. Federal tax laws are subject to
change and thus tax consequences to the Insured, Policy Owner 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  Separate  Account V is not an entity  separate  from
        AVLIC,  and its  operations  form a part of AVLIC,  it will not be taxed
        separately as a "regulated investment company" under Subchapter M of the
        Code.

        Net  investment  income and realized net capital  gains on the assets of
        Separate  Account  V are  reinvested  and  are  taken  into  account  in
        determining the Death Benefit and Cash Value of the Policy. As a result,
        such  net   investment   income  and  realized  net  capital  gains  are
        automatically  retained as part of the reserves under the Policy.  AVLIC
        believes that Separate Account V net investment  income and realized net
        capital  gains will not be taxable  to the extent  that such  income and
        gains are retained as reserves under the Policy.

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

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

(2)     MODIFIED  ENDOWMENT  CONTRACT.  The Code  (Section  7702A) states that a
        Policy  becomes a "modified  endowment  contract"  if it does not meet a
        7-pay  premium test  described  in the  section.  Because this Policy is
        designed to operate generally as a single premium contract,  it does not
        meet that test.  While gains  remaining in the Policy continue to be tax
        deferred, distributions such as partial or full Surrenders, assignments,
        Policy pledges,  and loans  (including loans to pay loan interest) under
        the Policy  will be taxable to the extent of any gain under the  Policy.
        All modified endowment policies issued by AVLIC to the same Policy Owner
        in any 12 month  period are treated as one modified  endowment  contract
        for  purposes of  determining  taxable gain under  Section  72(e) of the
        Code.  Any life  insurance  policy  received in exchange  for a modified
        endowment  contract  will  also  be  treated  as  a  modified  endowment
        contract.

                                      LIFE
                                       33

<PAGE>


(3)     TAX PENALTY ON EARLY WITHDRAWALS.  A 10% penalty tax also applies to the
        taxable portion of any distribution  made prior to the taxpayer's age 59
        1/2.  The 10%  penalty  tax does not apply if the  distribution  is made
        because the taxpayer  becomes  disabled as defined  under the code or if
        the  distribution  is paid out in the form of a life annuity on the life
        of the taxpayer or the joint lives of the taxpayer and Beneficiary.


(4)     TAX  STATUS OF THE  POLICY.  The Code  (Section  7702)  also  includes a
        definition of a life insurance contract for federal tax purposes,  which
        places  limitations  on the amount of premiums  that may be paid for the
        Policy  and the  relationship  of the Cash  Value to the Death  Benefit.
        AVLIC believes that the Policy meets the statutory  definition of a life
        insurance  contract.  If the Death  Benefit of a Policy is changed,  the
        applicable  definitional  limitations  may  change.  In  the  case  of a
        decrease in the Death Benefit,  a partial  Surrender,  a change in Death
        Benefit  option,  or any other such change that reduces future  benefits
        under the Policy  during the first 15 years after a Policy is issued and
        that results in a cash  distribution  to the Policy  Owners in order for
        the Policy to  continue  complying  with the Section  7702  definitional
        limitations  on premiums and cash values,  the Policy Owner must include
        in  ordinary  income (to the extent of any gain in the  Policy)  certain
        amounts prescribed in Section 7702 which are so distributed.


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


        While  AIC,  an  AVLIC  affiliate,  is the  adviser  to  certain  of the
        portfolios,  AVLIC does not have  control over any of 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
        policy owners may direct their investments to particular  divisions of a
        separate  account.  Regulations  in this  regard  may be  issued  in the
        future.  It is not clear what these regulations will provide nor whether
        they will be prospective  only. It is possible that when regulations are
        issued,  the  Policy  may  need  to be  modified  to  comply  with  such
        regulations. For these reasons, the Company reserves the right to modify
        the  Policy  as  necessary  to  prevent  the  Policy  Owner  from  being
        considered the owner of the assets of Separate Account V or otherwise to
        qualify the Policy for favorable tax treatment.

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

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

        AVLIC also believes that loans  received  under a Policy will be treated
        as debt of the  Policy  Owner and that  part of any loan  under a Policy
        will constitute income to the Policy Owner so long as the Policy remains
        in force, unless the Policy becomes a modified endowment contract.  (See
        previous  discussion on MODIFIED ENDOWMENT  CONTRACT.) Should the Policy
        lapse  while  Policy  loans are  outstanding  the  portion  of the loans
        attributable to earnings will become taxable.


        Loans  received  from a modified  endowment  contract will be considered
        distributions  to the  extent of any gain under the  Policy.  Generally,
        interest paid on any loan under a Policy owned by an individual will not
        be tax deductible.  Except for Policies with respect to a limited number
        of key persons of an employer  (both as defined in the Internal  Revenue
        Code), and subject to applicable interest rate caps and debt limits, the
        Health Insurance Portability and Accountability Act of 1996 (the "Health
        Insurance  Act")  generally  repealed the deduction for interest paid or
        accrued  after  October  13,  1995 on loans  from  corporate  owned life
        insurance Policies on the lives of individuals who are or were officers,
        employees or persons  financially  interested in the taxpayer's trade or
        business. Certain transitional rules for then 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


                                      LIFE
                                       34

<PAGE>


        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 contracts 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. Also, as a general rule, no deduction is allowed for any amount
        paid or accrued on  indebtedness  incurred or  continued  to purchase or
        carry a business  owned single  premium life  insurance  policy.  Policy
        Owners  should  consult  a  competent  tax  advisor  concerning  the tax
        implications of these changes for their Policies.

        The right to  exchange  the Policy  for a  non-variable  life  insurance
        policy  (see the  section on  Exchange  Privilege),  the right to change
        Policy Owners (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  or  when  benefits  are  paid at
        maturity,  if the  amount  received  plus any  Outstanding  Policy  Debt
        exceeds  the total  premiums  paid that are not  treated  as  previously
        withdrawn by the Policy  Owner,  the excess  generally  will be taxed as
        ordinary income.

        Federal  estate and state and local estate,  inheritance,  and other tax
        consequences  of  ownership  or  receipt  of Policy  proceeds  depend on
        applicable   law  and  the   circumstances   of  each  Policy  Owner  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 the
        use of life insurance in a qualified plan.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

AVLIC  holds the assets of  Separate  Account V. The assets are kept  physically
segregated and held separate and apart from the General  Account  assets.  AVLIC
maintains records of all purchases and redemptions of Fund shares by each of the
Subaccounts.

THIRD PARTY SERVICES

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

VOTING RIGHTS

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

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

                                      LIFE
                                       35

<PAGE>


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

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

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  Separate  Account V 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 Separate Account V.

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

This list  shows  name and  position(s)  with AVLIC  followed  by the  principal
occupations for the last five years.  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.

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

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:  Ameritas Life; also serves as
officer  and/or  director of other  subsidiaries  and/or  affiliates of Ameritas
Life.

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

CHARLES J. CAVANAUGH, SENIOR VICE PRESIDENT, NATIONAL SALES MANAGER*
Director,  Product  Manufacturing  and Supply:  Merrill Lynch  Insurance  Group;
Director of Marketing: ITT Hartford Life Insurance Companies.


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

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

                                      LIFE
                                       36

<PAGE>


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 (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.

JOSEPH K. HAGGERTY, ASSISTANT GENERAL COUNSEL**
Senior Vice President and General Counsel:  AmerUs Life Holdings,  Inc.;  Senior
Vice President and General  Counsel:  AmerUs Life (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.

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

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


CYNTHIA J. LAVELLE, VICE PRESIDENT--PRODUCT, OPERATIONS AND TECHNOLOGY*
Assistant Vice President--Variable Operations: Ameritas Life.


WILLIAM W. LESTER, TREASURER*
Senior Vice President - Investments and Treasurer: Ameritas Life; also serves as
officer of affiliates of Ameritas Life.


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

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


DONALD R. STADING, SECRETARY AND GENERAL COUNSEL*
Senior Vice President,  Secretary and Corporate General Counsel:  Ameritas Life;
also serves as officer and/or director of other  subsidiaries  and/or affiliates
of Ameritas Life.


KEVIN WAGONER, ASSISTANT TREASURER**
Director  Investment  Accounting:  AmerUs  Life  (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
**   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 Donald R.  Stading,  Secretary  and General  Counsel of
AVLIC.


LEGAL PROCEEDINGS

There  are no legal  proceedings  to which  Separate  Account V is a party or to
which the assets of Separate Account V are subject. AVLIC is not involved in any
litigation  that is of material  importance  in relation to its total  assets or
that relates to Separate  Account V. AIC is not involved in any litigation  that
is of  material  importance  in  relation  to its  ability to perform  under its
underwriting agreement.

                                      LIFE
                                       37

<PAGE>


EXPERTS

The financial statements of AVLIC as of December 31, 1998 and 1997, and for each
of the three years in the period  ended  December 31,  1998,  and the  financial
statements  of Separate  Account V as of December 31, 1998,  and for each of the
three  years in the period then ended,  included  in this  prospectus  have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
reports appearing herein,  and are included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.


Actuarial  matters  included in this Prospectus have been examined by Russell J.
Wiltgen,  Vice  President -  Individual  Product  Management  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 Separate Account V, 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 Separate Account V.


                                      LIFE
                                       38

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Ameritas Variable Life Insurance Company
Lincoln, Nebraska

We have audited the  accompanying  statement of net assets of Ameritas  Variable
Life  Insurance  Company  Separate  Account V as of December 31,  1998,  and the
related statements of operations and changes in net assets for each of the three
years  in  the  period  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1998. An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial  position of Ameritas  Variable Life Insurance  Company
Separate  Account V as of December 31, 1998,  and the results of its  operations
and  changes in its net assets  for each of the three  years in the period  then
ended, in conformity with generally accepted accounting principles.

/s/ DELOITTE & TOUCHE LLP

Lincoln, Nebraska
February 5, 1999

                                     F-I-1
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                            STATEMENT OF NET ASSETS
                               DECEMBER 31, 1998

<TABLE>
<S>                                                           <C>
ASSETS
INVESTMENTS AT NET ASSET VALUE:
  VARIABLE INSURANCE PRODUCTS FUND:
     Money Market Portfolio -- 11,105,124.310 shares at
      $1.00 per share (cost $11,105,124)....................  $ 11,105,124
     Equity Income Portfolio -- 1,160,172.618 shares at
      $25.42 per share (cost $20,499,629)...................    29,491,589
     Growth Portfolio -- 1,030,142.884 shares at $44.87 per
      share (cost $24,624,171)..............................    46,222,512
     High Income Portfolio -- 716,563.299 shares at $11.53
      per share (cost $7,807,467)...........................     8,261,973
     Overseas Portfolio -- 729,187.972 shares at $20.05 per
      share (cost $11,215,340)..............................    14,620,219
  VARIABLE INSURANCE PRODUCTS FUND II:
     Asset Manager Portfolio -- 1,752,919.543 shares at
      $18.16 per share (cost $24,869,155)...................    31,833,018
     Investment Grade Bond Portfolio -- 343,207.716 shares
      at $12.96 per share (cost $4,095,562).................     4,447,972
     Contrafund Portfolio -- 562,154.419 shares at $24.44
      per share (cost $10,069,000)..........................    13,739,056
     Index 500 Portfolio -- 140,383.148 shares at $141.25
      per share (cost $14,386,677)..........................    19,829,119
     Asset Manager Growth Portfolio -- 194,121.333 shares at
      $17.03 per share (cost $2,789,533)....................     3,305,886
  ALGER AMERICAN FUND:
     Small Capitalization Portfolio -- 506,281.724 shares at
      $43.97 per share (cost $17,693,318)...................    22,261,208
     Growth Portfolio -- 438,715.956 shares at $53.22 per
      share (cost $15,340,061)..............................    23,348,463
     Income and Growth Portfolio -- 533,655.926 shares at
      $13.12 per share (cost $5,605,420)....................     7,001,566
     Midcap Growth Portfolio -- 390,902.572 shares at $28.87
      per share (cost $7,966,295)...........................    11,285,358
     Balanced Portfolio -- 210,014.615 shares at $12.98 per
      share (cost $2,268,208)...............................     2,725,989
     Leveraged Allcap Portfolio -- 158,890.232 shares at
      $34.90 per share (cost $3,600,937)....................     5,545,268
  MFS VARIABLE INSURANCE TRUST:
     Emerging Growth Series Portfolio -- 568,954.541 shares
      at $21.47 per share (cost $8,532,284).................    12,215,454
     World Governments Series Portfolio -- 51,660.465 shares
      at $10.88 per share (cost $532,514)...................       562,066
     Utilities Series Portfolio -- 166,350.240 shares at
      $19.82 per share (cost $2,770,572)....................     3,297,063
     Research Series Portfolio -- 156,106.437 shares at
      $19.05 per share (cost $2,571,889)....................     2,973,827
     Growth with Income Series Portfolio -- 175,680.697
      shares at $20.11 per share (cost $3,038,764)..........     3,532,938
  MORGAN STANLEY UNIVERSAL FUNDS:
     Asian Equity Portfolio -- 63,862.444 shares at $5.23
      per share (cost $388,097).............................       334,000
     Emerging Markets Equity Portfolio -- 115,841.118 shares
      at $7.11 per share (cost $1,187,272)..................       823,632
     Global Equity Portfolio -- 159,586.755 shares at $13.14
      per share (cost $1,951,259)...........................     2,096,971
     International Magnum Portfolio -- 83,104.465 shares at
      $11.23 per share (cost $938,486)......................       933,263
     U.S. Real Estate Portfolio -- 87,708.290 shares at
      $9.80 per share (cost $951,045).......................       859,540
                                                              ------------
     NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS.........  $282,653,074
                                                              ============
</TABLE>

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

                                     F-I-2
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                 VARIABLE INSURANCE PRODUCTS FUND
                                                               ------------------------------------
                                                                 MONEY       EQUITY
                                                                MARKET       INCOME       GROWTH
                                                    TOTAL      PORTFOLIO   PORTFOLIO     PORTFOLIO
                                                 -----------   ---------   ----------   -----------
<S>                                              <C>           <C>         <C>          <C>
                     1998
INVESTMENT INCOME:
  Dividend distributions received..............  $ 3,349,781   $ 571,068   $  350,608   $   167,972
  Mortality and expense risk charge............   (2,163,874)   (100,578)    (257,976)     (354,109)
                                                 -----------   ---------   ----------   -----------
NET INVESTMENT INCOME (LOSS)...................    1,185,907     470,490       92,632      (186,137)
                                                 -----------   ---------   ----------   -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments......   17,147,973          --    1,247,753     4,393,780
  Net change in unrealized appreciation
     (depreciation)............................   30,032,940          --    1,327,445     8,556,162
                                                 -----------   ---------   ----------   -----------
NET GAIN (LOSS) ON INVESTMENTS.................   47,180,913          --    2,575,198    12,949,942
                                                 -----------   ---------   ----------   -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..............................  $48,366,820   $ 470,490   $2,667,830   $12,763,805
                                                 ===========   =========   ==========   ===========
                     1997
INVESTMENT INCOME:
  Dividend distributions received..............  $ 2,670,710   $ 463,675   $  290,414   $   177,070
  Mortality and expense risk charge............   (1,574,558)    (84,611)    (201,066)     (278,073)
                                                 -----------   ---------   ----------   -----------
NET INVESTMENT INCOME (LOSS)...................    1,096,152     379,064       89,348      (101,003)
                                                 -----------   ---------   ----------   -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments......    6,045,040          --    1,460,138       792,600
  Net change in unrealized appreciation
     (depreciation)............................   21,418,187          --    3,371,385     5,089,744
                                                 -----------   ---------   ----------   -----------
NET GAIN (LOSS) ON INVESTMENTS.................   27,463,227          --    4,831,523     5,882,344
                                                 -----------   ---------   ----------   -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..............................  $28,559,379   $ 379,064   $4,920,871   $ 5,781,341
                                                 ===========   =========   ==========   ===========
                     1996
INVESTMENT INCOME:
  Dividend distributions received..............  $ 1,837,028   $ 383,333   $   19,764   $    56,401
  Mortality and expense risk charge............   (1,085,616)    (71,053)    (141,453)     (223,387)
                                                 -----------   ---------   ----------   -----------
NET INVESTMENT INCOME (LOSS)...................      751,412     312,280     (121,689)     (166,986)
                                                 -----------   ---------   ----------   -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments......    4,152,296          --      566,577     1,424,128
  Net change in unrealized appreciation
     (depreciation)............................    7,185,902          --    1,388,228     1,591,342
                                                 -----------   ---------   ----------   -----------
NET GAIN (LOSS) ON INVESTMENTS.................   11,338,198          --    1,954,805     3,015,470
                                                 -----------   ---------   ----------   -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..............................  $12,089,610   $ 312,280   $1,833,116   $ 2,848,484
                                                 ===========   =========   ==========   ===========
</TABLE>

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

                                     F-I-3
<PAGE>

<TABLE>
<CAPTION>
        VARIABLE INSURANCE
          PRODUCTS FUND                          VARIABLE INSURANCE PRODUCTS FUND II
     ------------------------   ---------------------------------------------------------------------
                                  ASSET        INVESTMENT                               ASSET MANAGER
     HIGH INCOME    OVERSEAS     MANAGER       GRADE BOND     CONTRAFUND   INDEX 500       GROWTH
      PORTFOLIO    PORTFOLIO    PORTFOLIO      PORTFOLIO      PORTFOLIO    PORTFOLIO      PORTFOLIO
     -----------   ----------   ----------   --------------   ----------   ----------   -------------
<S>  <C>           <C>          <C>          <C>              <C>          <C>          <C>
     $   558,849   $  271,677   $  882,316      $146,622      $   56,896   $  131,792     $ 49,741
         (73,002)    (128,820)    (271,404)      (39,733)        (93,506)    (135,441)     (25,300)
     -----------   ----------   ----------      --------      ----------   ----------     --------
         485,847      142,857      610,912       106,889         (36,610)      (3,649)      24,441
     -----------   ----------   ----------      --------      ----------   ----------     --------
         355,102      800,734    2,646,949        17,396         418,590      305,253      232,615
      (1,057,850)     959,668      637,938       179,497       2,407,939    3,342,102      175,258
     -----------   ----------   ----------      --------      ----------   ----------     --------
        (702,748)   1,760,402    3,284,887       196,893       2,826,529    3,647,355      407,873
     -----------   ----------   ----------      --------      ----------   ----------     --------
     $  (216,901)  $1,903,259   $3,895,799      $303,782      $2,789,919   $3,643,706     $432,314
     ===========   ==========   ==========      ========      ==========   ==========     ========
     $   456,382   $  183,138   $  782,791      $138,030      $   28,971   $   32,977     $     --
         (65,009)    (115,217)    (232,839)      (25,608)        (50,896)     (71,508)     (14,685)
     -----------   ----------   ----------      --------      ----------   ----------     --------
         391,373       67,921      549,952       112,422         (21,925)     (38,531)     (14,685)
     -----------   ----------   ----------      --------      ----------   ----------     --------
          56,407      727,004    1,963,611            --          76,565       66,916        1,179
         585,776      646,688    1,992,988        89,590         991,738    1,946,609      322,064
     -----------   ----------   ----------      --------      ----------   ----------     --------
         642,183    1,373,692    3,956,599        89,590       1,068,303    2,013,525      323,243
     -----------   ----------   ----------      --------      ----------   ----------     --------
     $ 1,033,556   $1,441,613   $4,506,551      $202,012      $1,046,378   $1,974,994     $308,558
     ===========   ==========   ==========      ========      ==========   ==========     ========
     $   346,977   $   95,857   $  701,929      $110,640      $       --   $      523     $  8,340
         (52,366)     (87,506)    (192,161)      (22,366)        (12,082)      (6,403)      (2,489)
     -----------   ----------   ----------      --------      ----------   ----------     --------
         294,611        8,351      509,768        88,274         (12,082)      (5,880)       5,851
     -----------   ----------   ----------      --------      ----------   ----------     --------
          67,887      105,443      578,783            --           1,845        1,346       14,028
         303,796      931,213    1,567,972       (39,903)        270,650      153,497       19,517
     -----------   ----------   ----------      --------      ----------   ----------     --------
         371,683    1,036,656    2,146,755       (39,903)        272,495      154,843       33,545
     -----------   ----------   ----------      --------      ----------   ----------     --------
     $   666,294   $1,045,007   $2,656,523      $ 48,371      $  260,413   $  148,963     $ 39,396
     ===========   ==========   ==========      ========      ==========   ==========     ========
</TABLE>

                                     F-I-4
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                   ALGER AMERICAN FUND
                                                 --------------------------------------------------------
                                                     SMALL                       INCOME AND      MIDCAP
                                                 CAPITALIZATION      GROWTH        GROWTH        GROWTH
                                                   PORTFOLIO       PORTFOLIO     PORTFOLIO     PORTFOLIO
                                                 --------------    ----------    ----------    ----------
<S>                                              <C>               <C>           <C>           <C>
                    1998
INVESTMENT INCOME:
  Dividend distributions received............      $       --      $   41,754    $   17,735    $       --
  Mortality and expense risk charge..........        (169,257)       (155,688)      (49,041)      (81,791)
                                                   ----------      ----------    ----------    ----------
NET INVESTMENT INCOME (LOSS).................        (169,257)       (113,934)      (31,306)      (81,791)
                                                   ----------      ----------    ----------    ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments....       2,446,741       2,551,580       490,671       742,049
  Net change in unrealized appreciation
     (depreciation)..........................         623,620       4,267,982     1,071,043     1,766,399
                                                   ----------      ----------    ----------    ----------
NET GAIN (LOSS) ON INVESTMENTS...............       3,070,361       6,819,562     1,561,714     2,508,448
                                                   ----------      ----------    ----------    ----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATION...................      $2,901,104      $6,705,628    $1,530,408    $2,426,657
                                                   ==========      ==========    ==========    ==========
                    1997
INVESTMENT INCOME:
  Dividend distributions received............      $       --      $   32,883    $   12,791    $    3,623
  Mortality and expense risk charge..........        (142,416)        (98,937)      (28,862)      (62,763)
                                                   ----------      ----------    ----------    ----------
NET INVESTMENT INCOME (LOSS).................        (142,416)        (66,054)      (16,071)      (59,140)
                                                   ----------      ----------    ----------    ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments....         550,941          59,552       105,818        88,340
  Net change in unrealized appreciation
     (depreciation)..........................       1,210,960       2,142,136       755,171       768,190
                                                   ----------      ----------    ----------    ----------
NET GAIN (LOSS) ON INVESTMENTS...............       1,761,901       2,201,688       860,989       856,530
                                                   ----------      ----------    ----------    ----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS..................      $1,619,485      $2,135,634    $  844,918    $  797,390
                                                   ==========      ==========    ==========    ==========
                    1996
INVESTMENT INCOME:
  Dividend distributions received............      $       --      $    3,908    $   24,326    $       --
  Mortality and expense risk charge..........        (118,508)        (58,005)      (13,912)      (38,781)
                                                   ----------      ----------    ----------    ----------
NET INVESTMENT INCOME (LOSS).................        (118,508)        (54,097)       10,414       (38,781)
                                                   ----------      ----------    ----------    ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments....          51,224         165,191       813,188        74,978
  Net change in unrealized appreciation
     (depreciation)..........................         368,251         592,282      (557,847)      330,732
                                                   ----------      ----------    ----------    ----------
NET GAIN (LOSS) ON INVESTMENTS...............         419,475         757,473       255,341       405,710
                                                   ----------      ----------    ----------    ----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS..................      $  300,967      $  703,376    $  265,755    $  366,929
                                                   ==========      ==========    ==========    ==========
</TABLE>

- ---------------
(1) Commenced business 04/08/97

(2) Commenced business 04/03/97

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

                                     F-I-5
<PAGE>

<TABLE>
<CAPTION>
      ALGER AMERICAN FUND                               MFS VARIABLE INSURANCE TRUST
    -----------------------    -------------------------------------------------------------------------------
                 LEVERAGED       EMERGING            WORLD          UTILITIES      RESEARCH       GROWTH WITH
    BALANCED       ALLCAP      GROWTH SERIES      GOVERNMENTS        SERIES         SERIES       INCOME SERIES
    PORTFOLIO    PORTFOLIO       PORTFOLIO      SERIES PORTFOLIO    PORTFOLIO    PORTFOLIO(1)    PORTFOLIO(2)
    ---------    ----------    -------------    ----------------    ---------    ------------    -------------
<S> <C>          <C>           <C>              <C>                 <C>          <C>             <C>
    $  24,247    $       --     $       --          $ 3,936         $ 24,469       $  2,571        $     --
      (16,462)      (31,317)       (83,222)          (3,503)         (20,971)       (17,327)        (19,348)
    ---------    ----------     ----------          -------         --------       --------        --------
        7,785       (31,317)       (83,222)             433            3,498        (14,756)        (19,348)
    ---------    ----------     ----------          -------         --------       --------        --------
      107,704       147,338         76,320               --          111,249         33,714              --
      417,950     1,626,709      2,714,274           29,642          262,317        383,697         490,661
    ---------    ----------     ----------          -------         --------       --------        --------
      525,654     1,774,047      2,790,594           29,642          373,566        417,411         490,661
    ---------    ----------     ----------          -------         --------       --------        --------
    $ 533,439    $1,742,730     $2,707,372          $30,075         $377,064       $402,655        $471,313
    =========    ==========     ==========          =======         ========       ========        ========
    $  12,338    $       --     $       --          $ 3,537         $     --       $     --        $  6,744
      (10,092)      (17,451)       (44,359)          (1,978)          (7,542)        (2,824)         (2,761)
    ---------    ----------     ----------          -------         --------       --------        --------
        2,246       (17,451)       (44,359)           1,559           (7,542)        (2,824)          3,983
    ---------    ----------     ----------          -------         --------       --------        --------
       16,729            --             --            1,603               --             --          31,548
      162,920       298,847        937,800           (6,568)         255,610         18,241           3,513
    ---------    ----------     ----------          -------         --------       --------        --------
      179,649       298,847        937,800           (4,965)         255,610         18,241          35,061
    ---------    ----------     ----------          -------         --------       --------        --------
    $ 181,895    $  281,396     $  893,441          $(3,406)        $248,068       $ 15,417        $ 39,044
    =========    ==========     ==========          =======         ========       ========        ========
    $  29,838    $       --     $       --          $    --         $  9,070       $     --        $     --
       (6,215)       (5,432)        (9,549)            (913)          (1,520)            --              --
    ---------    ----------     ----------          -------         --------       --------        --------
       23,623        (5,432)        (9,549)            (913)           7,550             --              --
    ---------    ----------     ----------          -------         --------       --------        --------
      199,719         4,125         21,561               --           23,532             --              --
     (168,250)       17,914         32,735            7,363            9,810             --              --
    ---------    ----------     ----------          -------         --------       --------        --------
       31,469        22,039         54,296            7,363           33,342             --              --
    ---------    ----------     ----------          -------         --------       --------        --------
    $  55,092    $   16,607     $   44,747          $ 6,450         $ 40,892       $     --        $     --
    =========    ==========     ==========          =======         ========       ========        ========
</TABLE>

                                     F-I-6
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                    MORGAN STANLEY UNIVERSAL FUNDS
                                                            ----------------------------------------------
                                                                               EMERGING          GLOBAL
                                                            ASIAN EQUITY    MARKETS EQUITY       EQUITY
                                                            PORTFOLIO(1)     PORTFOLIO(2)     PORTFOLIO(3)
                          1998                              ------------    --------------    ------------
<S>                                                         <C>             <C>               <C>
INVESTMENT INCOME:
  Dividend distributions received........................     $  2,129        $   4,381        $  14,013
  Mortality and expense risk charge......................       (2,084)          (7,282)         (13,265)
                                                              --------        ---------        ---------
NET INVESTMENT INCOME (LOSS).............................           45           (2,901)             748
                                                              --------        ---------        ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on investments................           --               --           12,591
  Net change in unrealized appreciation (depreciation)...       (2,798)        (219,226)         143,561
                                                              --------        ---------        ---------
NET GAIN (LOSS) ON INVESTMENTS...........................       (2,798)        (219,226)         156,152
                                                              --------        ---------        ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS.............................................     $ (2,753)       $(222,127)       $ 156,900
                                                              ========        =========        =========
                          1997
INVESTMENT INCOME:
  Dividend distributions received........................     $    232        $   4,896        $   5,533
  Mortality and expense risk charge......................         (495)          (3,435)          (2,294)
                                                              --------        ---------        ---------
NET INVESTMENT INCOME (LOSS).............................         (263)           1,461            3,239
                                                              --------        ---------        ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on investments................           --           21,661           11,816
  Net change in unrealized appreciation (depreciation)...      (51,298)        (144,415)           2,150
                                                              --------        ---------        ---------
NET GAIN (LOSS) ON INVESTMENTS...........................      (51,298)        (122,754)          13,966
                                                              --------        ---------        ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS.............................................     $(51,561)       $(121,293)       $  17,205
                                                              ========        =========        =========
                          1996
INVESTMENT INCOME:
  Dividend distributions received........................     $     --        $      --        $      --
  Mortality and expense risk charge......................           --               --               --
                                                              --------        ---------        ---------
NET INVESTMENT INCOME (LOSS).............................           --               --               --
                                                              --------        ---------        ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on investments................           --               --               --
  Net change in unrealized appreciation (depreciation)...           --               --               --
                                                              --------        ---------        ---------
NET GAIN (LOSS) ON INVESTMENTS...........................           --               --               --
                                                              --------        ---------        ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS.............................................     $     --        $      --        $      --
                                                              ========        =========        =========
</TABLE>

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

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

                                     F-I-7
<PAGE>

<TABLE>
<CAPTION>
      MORGAN STANLEY UNIVERSAL FUNDS             DREYFUS
    ----------------------------------         -----------
    INTERNATIONAL          U.S. REAL
       MAGNUM                ESTATE            STOCK INDEX
    PORTFOLIO(4)          PORTFOLIO(5)          PORTFOLIO
    -------------         ------------         -----------
<S> <C>                   <C>                  <C>
      $  2,795             $  24,210            $     --
        (6,689)               (6,758)                 --
      --------             ---------            --------
        (3,894)               17,452                  --
      --------             ---------            --------
         3,255                 6,589                  --
        39,545              (110,595)                 --
      --------             ---------            --------
        42,800              (104,006)                 --
      --------             ---------            --------
      $ 38,906             $ (86,554)           $     --
      ========             =========            ========
      $ 15,852             $   9,641            $  9,192
        (1,903)               (1,584)             (5,350)
      --------             ---------            --------
        13,949                 8,057               3,842
      --------             ---------            --------
         1,056                11,556                  --
       (44,768)               19,091              54,025
      --------             ---------            --------
       (43,712)               30,647              54,025
      --------             ---------            --------
      $(29,763)            $  38,704            $ 57,867
      ========             =========            ========
      $     --             $      --            $ 46,122
            --                    --             (21,515)
      --------             ---------            --------
            --                    --              24,607
      --------             ---------            --------
            --                    --              38,741
            --                    --             366,600
      --------             ---------            --------
            --                    --             405,341
      --------             ---------            --------
      $     --             $      --            $429,948
      ========             =========            ========
</TABLE>

                                     F-I-8
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                      STATEMENTS OF CHANGES IN NET ASSETS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                   VARIABLE INSURANCE PRODUCTS FUND
                                                             --------------------------------------------
                                                                MONEY           EQUITY
                                                                MARKET          INCOME          GROWTH
                                                TOTAL         PORTFOLIO        PORTFOLIO       PORTFOLIO
                                             ------------    ------------    -------------    -----------
<S>                                          <C>             <C>             <C>              <C>
                  1998
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss)...........    $  1,185,907    $   470,490      $    92,632     $  (186,137)
  Net realized gain (loss) on
     investments.........................      17,147,973             --        1,247,753       4,393,780
  Net change in unrealized appreciation
     (depreciation)......................      30,032,940             --        1,327,445       8,556,162
                                             ------------    -----------      -----------     -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS..............      48,366,820        470,490        2,667,830      12,763,805
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS...........................      36,557,125      3,082,148        2,101,252       1,105,036
                                             ------------    -----------      -----------     -----------
TOTAL INCREASE (DECREASE) IN NET
  ASSETS.................................      84,923,945      3,552,638        4,769,082      13,868,841
NET ASSETS AT JANUARY 1, 1998............     197,729,129      7,552,486       24,722,507      32,353,671
                                             ------------    -----------      -----------     -----------
NET ASSETS AT DECEMBER 31, 1998..........    $282,653,074    $11,105,124      $29,491,589     $46,222,512
                                             ============    ===========      ===========     ===========
                  1997
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss)...........    $  1,096,152    $   379,064      $    89,348     $  (101,003)
  Net realized gain (loss) on
     investments.........................       6,045,040             --        1,460,138         792,600
  Net change in unrealized appreciation
     (depreciation)......................      21,418,187             --        3,371,385       5,089,744
                                             ------------    -----------      -----------     -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS..............      28,559,379        379,064        4,920,871       5,781,341
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS...........................      33,090,017       (464,346)       2,617,832         382,227
                                             ------------    -----------      -----------     -----------
TOTAL INCREASE (DECREASE) IN NET
  ASSETS.................................      61,649,396        (85,282)       7,538,703       6,163,568
NET ASSETS AT JANUARY 1, 1997............     136,079,733      7,637,768       17,183,804      26,190,103
                                             ------------    -----------      -----------     -----------
NET ASSETS AT DECEMBER 31, 1997..........    $197,729,129    $ 7,552,486      $24,722,507     $32,353,671
                                             ============    ===========      ===========     ===========
                  1996
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss)...........    $    751,412    $   312,280      $  (121,689)    $  (166,986)
  Net realized gain (loss) on
     investments.........................       4,152,296             --          566,577       1,424,128
  Net change in unrealized appreciation
     (depreciation)......................       7,185,902             --        1,388,228       1,591,342
                                             ------------    -----------      -----------     -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS..............      12,089,610        312,280        1,833,116       2,848,484
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS...........................      30,380,460      1,711,961        2,778,194       2,837,486
                                             ------------    -----------      -----------     -----------
TOTAL INCREASE (DECREASE) IN NET
  ASSETS.................................      42,470,070      2,024,241        4,611,310       5,685,970
NET ASSETS AT JANUARY 1, 1996............      93,609,663      5,613,527       12,572,494      20,504,133
                                             ------------    -----------      -----------     -----------
NET ASSETS AT DECEMBER 31, 1996..........    $136,079,733    $ 7,637,768      $17,183,804     $26,190,103
                                             ============    ===========      ===========     ===========
</TABLE>

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

                                    F-I-9
<PAGE>

<TABLE>
<CAPTION>
    VARIABLE INSURANCE PRODUCTS FUND                    VARIABLE INSURANCE PRODUCTS FUND II
    ---------------------------------   --------------------------------------------------------------------
                                           ASSET      INVESTMENT                               ASSET MANAGER
      HIGH INCOME        OVERSEAS         MANAGER     GRADE BOND   CONTRAFUND     INDEX 500       GROWTH
       PORTFOLIO         PORTFOLIO       PORTFOLIO    PORTFOLIO     PORTFOLIO     PORTFOLIO      PORTFOLIO
    ---------------   ---------------   -----------   ----------   -----------   -----------   -------------
<S> <C>               <C>               <C>           <C>          <C>           <C>           <C>
      $   485,847       $   142,857     $   610,912   $  106,889   $   (36,610)  $    (3,649)   $   24,441
          355,102           800,734       2,646,949       17,396       418,590       305,253       232,615
       (1,057,850)          959,668         637,938      179,497     2,407,939     3,342,102       175,258
      -----------       -----------     -----------   ----------   -----------   -----------    ----------
         (216,901)        1,903,259       3,895,799      303,782     2,789,919     3,643,706       432,314
          353,039          (628,523)        353,744    1,166,836     3,190,211     5,349,378       582,288
      -----------       -----------     -----------   ----------   -----------   -----------    ----------
          136,138         1,274,736       4,249,543    1,470,618     5,980,130     8,993,084     1,014,602
        8,125,835        13,345,483      27,583,475    2,977,354     7,758,926    10,836,035     2,291,284
      -----------       -----------     -----------   ----------   -----------   -----------    ----------
      $ 8,261,973       $14,620,219     $31,833,018   $4,447,972   $13,739,056   $19,829,119    $3,305,886
      ===========       ===========     ===========   ==========   ===========   ===========    ==========
      $   391,373       $    67,921     $   549,952   $  112,422   $   (21,925)  $   (38,531)   $  (14,685)
           56,407           727,004       1,963,611           --        76,565        66,916         1,179
          585,776           646,688       1,992,988       89,590       991,738     1,946,609       322,064
      -----------       -----------     -----------   ----------   -----------   -----------    ----------
        1,033,556         1,441,613       4,506,551      202,012     1,046,378     1,974,994       308,558
          104,745         1,242,175         614,816      422,976     3,787,942     6,930,829     1,426,686
      -----------       -----------     -----------   ----------   -----------   -----------    ----------
        1,138,301         2,683,788       5,121,367      624,988     4,834,320     8,905,823     1,735,244
        6,987,534        10,661,695      22,462,108    2,352,366     2,924,606     1,930,212       556,040
      -----------       -----------     -----------   ----------   -----------   -----------    ----------
      $ 8,125,835       $13,345,483     $27,583,475   $2,977,354   $ 7,758,926   $10,836,035    $2,291,284
      ===========       ===========     ===========   ==========   ===========   ===========    ==========
      $   294,611       $     8,351     $   509,768   $   88,274   $   (12,082)  $    (5,880)   $    5,851
           67,887           105,443         578,783           --         1,845         1,346        14,028
          303,796           931,213       1,567,972      (39,903)      270,650       153,497        19,517
      -----------       -----------     -----------   ----------   -----------   -----------    ----------
          666,294         1,045,007       2,656,523       48,371       260,413       148,963        39,396
        1,995,433         2,133,197         518,914      167,556     2,534,900     1,776,610       503,059
      -----------       -----------     -----------   ----------   -----------   -----------    ----------
        2,661,727         3,178,204       3,175,437      215,927     2,795,313     1,925,573       542,455
        4,325,807         7,483,491      19,286,671    2,136,439       129,293         4,639        13,585
      -----------       -----------     -----------   ----------   -----------   -----------    ----------
      $ 6,987,534       $10,661,695     $22,462,108   $2,352,366   $ 2,924,606   $ 1,930,212    $  556,040
      ===========       ===========     ===========   ==========   ===========   ===========    ==========
</TABLE>

                                    F-I-10
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                      STATEMENTS OF CHANGES IN NET ASSETS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                      ALGER AMERICAN FUND
                                                   ----------------------------------------------------------
                                                       SMALL                        INCOME AND      MIDCAP
                                                   CAPITALIZATION      GROWTH         GROWTH        GROWTH
                                                     PORTFOLIO        PORTFOLIO     PORTFOLIO      PORTFOLIO
                                                   --------------    -----------    ----------    -----------
<S>                                                <C>               <C>            <C>           <C>
                     1998
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss).................     $  (169,257)     $  (113,934)   $  (31,306)   $   (81,791)
  Net realized gain (loss) on investments......       2,446,741        2,551,580       490,671        742,049
  Net change in unrealized appreciation
    (depreciation).............................         623,620        4,267,982     1,071,043      1,766,399
                                                    -----------      -----------    ----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..............................       2,901,104        6,705,628     1,530,408      2,426,657
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS.................................       1,708,481        3,802,750     1,281,319      1,308,265
                                                    -----------      -----------    ----------    -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS........       4,609,585       10,508,378     2,811,727      3,734,922
NET ASSETS AT JANUARY 1, 1998..................      17,651,623       12,840,085     4,189,839      7,550,436
                                                    -----------      -----------    ----------    -----------
NET ASSETS AT DECEMBER 31, 1998................     $22,261,208      $23,348,463    $7,001,566    $11,285,358
                                                    ===========      ===========    ==========    ===========
                     1997
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss).................     $  (142,416)     $   (66,054)   $  (16,071)   $   (59,140)
  Net realized gain (loss) on investments......         550,941           59,552       105,818         88,340
  Net change in unrealized appreciation
    (depreciation).............................       1,210,960        2,142,136       755,171        768,190
                                                    -----------      -----------    ----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..............................       1,619,485        2,135,634       844,918        797,390
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS.................................       1,904,475        2,704,106     1,369,132      1,117,517
                                                    -----------      -----------    ----------    -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS........       3,523,960        4,839,740     2,214,050      1,914,907
NET ASSETS AT JANUARY 1, 1997..................      14,127,663        8,000,345     1,975,789      5,635,529
                                                    -----------      -----------    ----------    -----------
NET ASSETS AT DECEMBER 31, 1997................     $17,651,623      $12,840,085    $4,189,839    $ 7,550,436
                                                    ===========      ===========    ==========    ===========
                     1996
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss).................     $  (118,508)     $   (54,097)   $   10,414    $   (38,781)
  Net realized gain (loss) on investments......          51,224          165,191       813,188         74,978
  Net change in unrealized appreciation
    (depreciation).............................         368,251          592,282      (557,847)       330,732
                                                    -----------      -----------    ----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS..............................         300,967          703,376       265,755        366,929
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS.................................       3,449,194        2,618,412       791,272      2,585,782
                                                    -----------      -----------    ----------    -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS........       3,750,161        3,321,788     1,057,027      2,952,711
NET ASSETS AT JANUARY 1, 1996..................      10,377,502        4,678,557       918,762      2,682,818
                                                    -----------      -----------    ----------    -----------
NET ASSETS AT DECEMBER 31, 1996................     $14,127,663      $ 8,000,345    $1,975,789    $ 5,635,529
                                                    ===========      ===========    ==========    ===========
</TABLE>

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

(1) Commenced business 04/08/97
(2) Commenced business 04/03/97

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

                                    F-I-11
<PAGE>

<TABLE>
<CAPTION>
      ALGER AMERICAN FUND                             MFS VARIABLE INSURANCE TRUST
    -----------------------   ----------------------------------------------------------------------------
                 LEVERAGED      EMERGING           WORLD         UTILITIES      RESEARCH      GROWTH WITH
     BALANCED      ALLCAP     GROWTH SERIES     GOVERNMENTS        SERIES        SERIES      INCOME SERIES
    PORTFOLIO    PORTFOLIO      PORTFOLIO     SERIES PORTFOLIO   PORTFOLIO    PORTFOLIO(1)   PORTFOLIO(2)
    ----------   ----------   -------------   ----------------   ----------   ------------   -------------
<S> <C>          <C>          <C>             <C>                <C>          <C>            <C>
    $    7,785   $  (31,317)   $   (83,222)       $    433       $    3,498    $  (14,756)    $  (19,348)
       107,704      147,338         76,320              --          111,249        33,714             --
       417,950    1,626,709      2,714,274          29,642          262,317       383,697        490,661
    ----------   ----------    -----------        --------       ----------    ----------     ----------
       533,439    1,742,730      2,707,372          30,075          377,064       402,655        471,313
       844,417    1,370,291      2,799,432         310,132        1,222,669     1,600,841      1,428,853
    ----------   ----------    -----------        --------       ----------    ----------     ----------
     1,377,856    3,113,021      5,506,804         340,207        1,599,733     2,003,496      1,900,166
     1,348,133    2,432,247      6,708,650         221,859        1,697,330       970,331      1,632,772
    ----------   ----------    -----------        --------       ----------    ----------     ----------
    $2,725,989   $5,545,268    $12,215,454        $562,066       $3,297,063    $2,973,827     $3,532,938
    ==========   ==========    ===========        ========       ==========    ==========     ==========
    $    2,246   $  (17,451)   $   (44,359)       $  1,559       $   (7,542)   $   (2,824)    $    3,983
        16,729           --             --           1,603               --            --         31,548
       162,920      298,847        937,800          (6,568)         255,610        18,241          3,513
    ----------   ----------    -----------        --------       ----------    ----------     ----------
       181,895      281,396        893,441          (3,406)         248,068        15,417         39,044
       253,322      962,301      3,250,610          41,843        1,057,600       954,914      1,593,728
    ----------   ----------    -----------        --------       ----------    ----------     ----------
       435,217    1,243,697      4,144,051          38,437        1,305,668       970,331      1,632,772
       912,916    1,188,550      2,564,599         183,422          391,662            --             --
    ----------   ----------    -----------        --------       ----------    ----------     ----------
    $1,348,133   $2,432,247    $ 6,708,650        $221,859       $1,697,330    $  970,331     $1,632,772
    ==========   ==========    ===========        ========       ==========    ==========     ==========
    $   23,623   $   (5,432)   $    (9,549)       $   (913)      $    7,550    $       --     $       --
       199,719        4,125         21,561              --           23,532            --             --
      (168,250)      17,914         32,735           7,363            9,810            --             --
    ----------   ----------    -----------        --------       ----------    ----------     ----------
        55,092       16,607         44,747           6,450           40,892            --             --
       421,333    1,071,187      2,401,694         161,157          332,223            --             --
    ----------   ----------    -----------        --------       ----------    ----------     ----------
       476,425    1,087,794      2,446,441         167,607          373,115            --             --
       436,491      100,756        118,158          15,815           18,547            --             --
    ----------   ----------    -----------        --------       ----------    ----------     ----------
    $  912,916   $1,188,550    $ 2,564,599        $183,422       $  391,662    $       --     $       --
    ==========   ==========    ===========        ========       ==========    ==========     ==========
</TABLE>

                                    F-I-12
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                      STATEMENTS OF CHANGES IN NET ASSETS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                    MORGAN STANLEY UNIVERSAL FUNDS
                                                            ----------------------------------------------
                                                                               EMERGING          GLOBAL
                                                            ASIAN EQUITY    MARKETS EQUITY       EQUITY
                                                            PORTFOLIO(1)     PORTFOLIO(2)     PORTFOLIO(3)
                          1998                              ------------    --------------    ------------
<S>                                                         <C>             <C>               <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss)..........................      $     45        $  (2,901)       $      748
  Net realized gain (loss) on investments...............            --               --            12,591
  Net change in unrealized appreciation(depreciation)...        (2,798)        (219,226)          143,561
                                                              --------        ---------        ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS............................................        (2,753)        (222,127)          156,900
NET INCREASE (DECREASE) FROM POLICYOWNER TRANSACTIONS...       149,362          308,380         1,088,835
                                                              --------        ---------        ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS.................       146,609           86,253         1,245,735
NET ASSETS AT JANUARY 1, 1998...........................       187,391          737,379           851,236
                                                              --------        ---------        ----------
NET ASSETS AT DECEMBER 31, 1998.........................      $334,000        $ 823,632        $2,096,971
                                                              ========        =========        ==========
                          1997
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss)..........................      $   (263)       $   1,461        $    3,239
  Net realized gain (loss) on investments...............            --           21,661            11,816
  Net change in unrealized appreciation
     (depreciation).....................................       (51,298)        (144,415)            2,150
                                                              --------        ---------        ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS............................................       (51,561)        (121,293)           17,205
NET INCREASE (DECREASE) FROM POLICYOWNER TRANSACTIONS...       238,952          858,672           834,031
                                                              --------        ---------        ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS.................       187,391          737,379           851,236
NET ASSETS AT JANUARY 1, 1997...........................            --               --                --
                                                              --------        ---------        ----------
NET ASSETS AT DECEMBER 31, 1997.........................      $187,391        $ 737,379        $  851,236
                                                              ========        =========        ==========
                          1996
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss)..........................      $     --        $      --        $       --
  Net realized gain (loss) on investments...............            --               --                --
  Net change in unrealized appreciation
     (depreciation).....................................            --               --                --
                                                              --------        ---------        ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS............................................            --               --                --
NET INCREASE (DECREASE) FROM POLICYOWNER TRANSACTIONS...            --               --                --
                                                              --------        ---------        ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS.................            --               --                --
NET ASSETS AT JANUARY 1, 1996...........................            --               --                --
                                                              --------        ---------        ----------
NET ASSETS AT DECEMBER 31, 1996.........................      $     --        $      --        $       --
                                                              ========        =========        ==========
</TABLE>

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

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

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

                                    F-I-13
<PAGE>

<TABLE>
<CAPTION>
              MORGAN STANLEY
              UNIVERSAL FUNDS             DREYFUS
       -----------------------------    -----------
       INTERNATIONAL     U.S. REAL
          MAGNUM           ESTATE       STOCK INDEX
       PORTFOLIO(4)     PORTFOLIO(5)     PORTFOLIO
       -------------    ------------    -----------
<S>    <C>              <C>             <C>
         $ (3,894)       $  17,452      $        --
            3,255            6,589               --
           39,545         (110,595)              --
         --------        ---------      -----------
           38,906          (86,554)              --
          363,729          313,960               --
         --------        ---------      -----------
          402,635          227,406               --
          530,628          632,134               --
         --------        ---------      -----------
         $933,263        $ 859,540      $        --
         ========        =========      ===========
         $ 13,949        $   8,057      $     3,842
            1,056           11,556               --
          (44,768)          19,091           54,025
         --------        ---------      -----------
          (29,763)          38,704           57,867
          560,391          593,430       (2,270,889)
         --------        ---------      -----------
          530,628          632,134       (2,213,022)
               --               --        2,213,022
         --------        ---------      -----------
         $530,628        $ 632,134      $        --
         ========        =========      ===========
         $     --        $      --      $    24,607
               --               --           38,741
               --               --          366,600
         --------        ---------      -----------
               --               --          429,948
               --               --         (409,104)
         --------        ---------      -----------
               --               --           20,844
               --               --        2,192,178
         --------        ---------      -----------
         $     --        $      --      $ 2,213,022
         ========        =========      ===========
</TABLE>

                                    F-I-14
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                    F-I-15
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                         NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND ACCOUNTING POLICIES

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

The Account is registered under the Investment  Company Act of 1940, as amended,
as a  unit  investment  trust.  At  December  31,  1998,  there  are  twenty-six
subaccounts  within  the  Account.  Five  of the  subaccounts  invest  only in a
corresponding Portfolio of Variable Insurance Products Fund and five invest only
in a corresponding  Portfolio of Variable Insurance Products Fund II. Both funds
are  diversified  open-end  management  investment  companies and are managed by
Fidelity Management and Research Company.  Six of the subaccounts invest only in
a corresponding Portfolio of Alger American Fund which is a diversified open-end
management investment company managed by Fred Alger Management, Inc. Five of the
subaccounts  invest only in a corresponding  Portfolio of MFS Variable Insurance
Trust which is a diversified  open-end management  investment company managed by
Massachusetts Financial Services Company. Five of the subaccounts invest only in
a corresponding  Portfolio of Morgan Stanley  Universal  Funds,  Inc. which is a
diversified  open-end  management  investment  company managed by Morgan Stanley
Asset  Management,  Inc.  All five  funds are  registered  under the  Investment
Company  Act of 1940,  as  amended.  Each  Portfolio  is  registered  under  the
Investment  Company Act of 1940, as amended.  Each  Portfolio pays the manager a
monthly fee for managing its investments and business affairs. The assets of the
Account are carried at the net asset value of the  underlying  Portfolios of the
Funds.

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

USE OF ESTIMATES

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

VALUATION OF INVESTMENTS

The assets of the Account  are carried at the net asset value of the  underlying
Portfolios of the Funds. The value of the policyowners' units corresponds to the
Account's  investment  in  the  underlying  subaccounts.   The  availability  of
investment  portfolio and subaccount  options may vary between  products.  Share
transactions and security transactions are accounted for on a trade date basis.

FEDERAL AND STATE TAXES

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

2. POLICYOWNER CHARGES

AVLIC  charges the Account for  mortality  and expense  risks  assumed.  A daily
charge is made on the average daily value of the net assets  representing equity
of  policyowners  held in each  subaccount  per each  product's  current  policy
provisions.  Additional  charges are made at  intervals  and in amounts per each
product's  current  policy  provisions.  These charges are prorated  against the
balance  in each  investment  option  of the  policyowner,  including  the Fixed
Account option which is not reflected in this separate account.

                                    F-I-16
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                          NOTES TO FINANCIAL STATEMENTS

3. SHARES OWNED

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

<TABLE>
<CAPTION>
                                                         VARIABLE INSURANCE PRODUCTS FUND
                               -------------------------------------------------------------------------------------
                                MONEY MARKET      EQUITY INCOME       GROWTH         HIGH INCOME         OVERSEAS
                                  PORTFOLIO         PORTFOLIO        PORTFOLIO        PORTFOLIO         PORTFOLIO
                               ---------------    -------------    -------------    --------------    --------------
<S>                            <C>                <C>              <C>              <C>               <C>
Shares owned at January 1,
  1998.....................      7,552,485.910    1,018,225.148      872,066.612       598,367.840       695,077.235
Shares acquired............     96,112,872.130      590,346.286      801,025.403     2,095,006.665     2,333,977.875
Shares disposed of.........    (92,560,233.730)    (448,398.816)    (642,949.131)   (1,976,811.206)   (2,299,867.138)
                               ---------------    -------------    -------------    --------------    --------------
Shares owned at December
  31, 1998.................     11,105,124.310    1,160,172.618    1,030,142.884       716,563.299       729,187.972
                               ===============    =============    =============    ==============    ==============

Shares owned at January 1,
  1997.....................      7,637,767.850      817,109.096      841,043.772       558,109.727       565,907.403
Shares acquired............     57,423,437.350      511,389.228      339,254.481     1,118,068.428     1,175,596.501
Shares disposed of.........    (57,508,719.290)    (310,273.176)    (308,231.641)   (1,077,810.315)   (1,046,426.669)
                               ---------------    -------------    -------------    --------------    --------------
Shares owned at December
  31, 1997.................      7,552,485.910    1,018,225.148      872,066.612       598,367.840       695,077.235
                               ===============    =============    =============    ==============    ==============

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

                                    F-I-17
<PAGE>

<TABLE>
<CAPTION>
                   VARIABLE INSURANCE PRODUCTS FUND II                           ALGER AMERICAN FUND
- -------------------------------------------------------------------------   -----------------------------
                 INVESTMENT                                 ASSET MANAGER       SMALL
ASSET MANAGER    GRADE BOND     CONTRAFUND     INDEX 500       GROWTH       CAPITALIZATION      GROWTH
  PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO       PORTFOLIO       PORTFOLIO
- -------------   ------------   ------------   -----------   -------------   --------------   ------------
<S>             <C>            <C>            <C>           <C>             <C>              <C>
1,531,564.418    237,050.443    389,113.666    94,728.864    140,054.018      403,465.664     300,282.630
  678,058.443    639,413.242    496,047.058   128,107.356    152,783.138      441,926.395     397,157.183
 (456,703.318)  (533,255.969)  (323,006.305)  (82,453.072)   (98,715.823)    (339,110.335)   (258,723.857)
- -------------   ------------   ------------   -----------    -----------     ------------    ------------
1,752,919.543    343,207.716    562,154.419   140,383.148    194,121.333      506,281.724     438,715.956
=============   ============   ============   ===========    ===========     ============    ============

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

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

                                    F-I-18
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                         NOTES TO FINANCIAL STATEMENTS

3. SHARES OWNED -- (CONTINUED)

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

<TABLE>
<CAPTION>
                                                               ALGER AMERICAN FUND
                                           -----------------------------------------------------------
                                            INCOME AND        MIDCAP                       LEVERAGED
                                              GROWTH          GROWTH        BALANCED         ALLCAP
                                            PORTFOLIO       PORTFOLIO       PORTFOLIO      PORTFOLIO
                                           ------------    ------------    -----------    ------------
<S>                                        <C>             <C>             <C>            <C>
Shares owned at January 1, 1998........     381,241.041     312,259.570    125,291.131     104,973.976
Shares acquired........................     471,468.634     272,665.784    179,874.177     159,683.710
Shares disposed of.....................    (319,053.749)   (194,022.782)   (95,150.693)   (105,767.454)
                                           ------------    ------------    -----------    ------------
Shares owned at December 31, 1998......     533,655.926     390,902.572    210,014.615     158,890.232
                                           ============    ============    ===========    ============

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

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

- ---------------
(1) Commenced business 04/08/97
(2) Commenced business 04/03/97
(3) Commenced business 04/22/97
(4) Commenced business 04/08/97

                                    F-I-19
<PAGE>

<TABLE>
<CAPTION>
                             MFS VARIABLE INSURANCE TRUST                            MORGAN STANLEY UNIVERSAL FUNDS
    ------------------------------------------------------------------------------   -------------------------------
      EMERGING           WORLD          UTILITIES       RESEARCH      GROWTH WITH       ASIAN       EMERGING MARKETS
    GROWTH SERIES     GOVERNMENTS         SERIES         SERIES      INCOME SERIES      EQUITY           EQUITY
      PORTFOLIO     SERIES PORTFOLIO    PORTFOLIO     PORTFOLIO(1)   PORTFOLIO(2)    PORTFOLIO(3)     PORTFOLIO(4)
    -------------   ----------------   ------------   ------------   -------------   ------------   ----------------
<S>                 <C>                <C>            <C>            <C>             <C>            <C>
     415,653.648       21,729.618        94,348.503    61,452.261      99,317.062     33,225.337        78,194.995
     513,918.012       88,429.719       186,751.323   173,038.858     226,820.471     99,976.563       334,441.671
    (360,617.119)     (58,498.872)     (114,749.586)  (78,384.682)   (150,456.836)   (69,339.456)     (296,795.548)
    ------------      -----------      ------------   -----------    ------------    -----------      ------------
     568,954.541       51,660.465       166,350.240   156,106.437     175,680.697     63,862.444       115,841.118
    ============      ===========      ============   ===========    ============    ===========      ============

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

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

                                    F-I-20
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                         NOTES TO FINANCIAL STATEMENTS

3. SHARES OWNED -- (CONTINUED)

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

<TABLE>
<CAPTION>
                                                   MORGAN STANLEY UNIVERSAL FUNDS               DREYFUS
                                            ---------------------------------------------    --------------
                                               GLOBAL       INTERNATIONAL     U.S. REAL
                                               EQUITY          MAGNUM           ESTATE        STOCK INDEX
                                            PORTFOLIO(1)    PORTFOLIO(2)     PORTFOLIO(3)    FUND PORTFOLIO
                                            ------------    -------------    ------------    --------------
<S>                                         <C>             <C>              <C>             <C>
Shares owned at January 1, 1998.........     72,507.289       51,120.253       55,401.749               --
Shares acquired.........................    172,405.252      120,740.453      136,182.392               --
Shares disposed of......................    (85,325.786)     (88,756.241)    (103,875.851)              --
                                            -----------      -----------     ------------     ------------
Shares owned at December 31, 1998.......    159,586.755       83,104.465       87,708.290               --
                                            ===========      ===========     ============     ============

Shares owned at January 1, 1997.........             --               --               --      109,123.387
Shares acquired.........................     93,896.403       77,530.448       97,640.967        2,530.208
Shares disposed of......................    (21,389.114)     (26,410.195)     (42,239.218)    (111,653.595)
                                            -----------      -----------     ------------     ------------
Shares owned at December 31, 1997.......     72,507.289       51,120.253       55,401.749               --
                                            ===========      ===========     ============     ============

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

- ---------------
(1) Commenced business 04/17/97

(2) Commenced business 04/07/97

(3) Commenced business 04/28/97

                                    F-I-21

<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                             STATEMENT OF NET ASSETS
                                  JUNE 30, 1999
                                   (UNAUDITED)

ASSETS
INVESTMENTS AT NET ASSET VALUE:
  VARIABLE INSURANCE PRODUCTS FUND:
    Money Market Portfolio--13,560,919.230 shares at $1.00 per
      share (cost $13,560,919)                                      $ 13,560,919
    Equity Income Portfolio--1,208,468.678 shares at $27.25 per
      share (cost $21,648,927)                                        32,930,771
    Growth Portfolio--1,214,766.221 shares at $45.73 per share
      (cost $32,585,209)                                              55,551,259
    High Income Portfolio--600,230.495 shares at $11.29 per
     share (cost $6,483,788)                                           6,776,602
    Overseas Portfolio--755,971.484 shares at $20.80 per share
      (cost $11,714,070)                                              15,724,207
  VARIABLE INSURANCE PRODUCTS FUND II:
    Asset Manager Portfolio--1,827,238.568 shares at $17.69 per
      share (cost $26,108,017)                                        32,323,850
    Investment Grade Bond Portfolio--337,505.281 shares at
      $12.08 per share (cost $4,036,702)                               4,077,064
    Contrafund Portfolio--667,123.798 shares at $26.10 per share
      (cost $12,663,670)                                              17,411,931
    Index 500 Portfolio--169,927.201 shares at $155.65 per
      share (cost $18,730,921)                                        26,449,169
    Asset Manager Growth Portfolio--221,836.491 shares at
      $17.15 per share (cost $3,242,324)                               3,804,496
  ALGER AMERICAN FUND:
    Small Capitalization Portfolio--561,379.657 shares at $43.58
      per share (cost $19,808,247)                                    24,464,925
    Growth Portfolio--531,471.925 shares at $55.84 per share
      (cost $20,332,642)                                              29,677,392
    Income and Growth Portfolio--607,709.682 shares at $13.32
      per share (cost $6,546,404)                                      8,094,693
    Midcap Growth Portfolio--484,381.913 shares at $27.60 per
      share (cost $10,409,836)                                        13,368,941
    Balanced Portfolio--279,071.116 shares at $13.89 per share
      (cost $3,197,943)                                                3,876,298
    Leveraged Allcap Portfolio--266,230.450 shares at $40.87 per
      share (cost $7,974,738)                                         10,880,838
  MFS VARIABLE INSURANCE TRUST:
    Emerging Growth Series Portfolio--597,879.552 shares at
      $24.22 per share (cost $9,178,974)                              14,480,643
    World Governments Series Portfolio--38,588.793 shares at
      $9.99 per share (cost $389,345)                                    385,502
    Utilities Series Portfolio--206,496.262 shares at $20.23 per
      share (cost $3,570,206)                                          4,177,419
    Research Series Portfolio--188,175.865 shares at $20.48 per
      share (cost $3,193,815)                                          3,853,842
    Growth with Income Series Portfolio--171,500.632 shares at
      $21.14 per share (cost $2,971,999)                               3,625,523
  MORGAN STANLEY UNIVERSAL FUNDS:
    Asian Equity Portfolio--115,427.953 shares at $7.69 per share
      (cost $724,722)                                                    887,641
    Emerging Markets Equity Portfolio--148,721.98 shares at $9.82
      per share (cost $1,503,308)                                      1,460,450
    Global Equity Portfolio--186,605.597 shares at $13.62 per
      share (cost $2,304,695)                                          2,541,568
    International Magnum Portfolio--96,117.145 shares at $11.90
      per share (cost $1,082,389)                                      1,143,795
    U.S. Real Estate Portfolio--90,242.886 shares at $10.63 per
      share (cost $978,023)                                              959,283
                                                                    ------------
    NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS                  $332,489,021
                                                                    ============


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                    F-I(U)-1
<PAGE>
<TABLE>
<CAPTION>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                   (UNAUDITED)

STATEMENT OF OPERATIONS:

                                                       VARIABLE INSURANCE PRODUCTS FUND
                                                    ------------------------------------
                                                      MONEY       EQUITY
                                                     MARKET       INCOME       GROWTH
                                       TOTAL        PORTFOLIO    PORTFOLIO    PORTFOLIO
                                      -------       ---------    ---------    ---------
<S>                                  <C>           <C>            <C>         <C>
             1999
INVESTMENT INCOME:
  Dividend distributions
    received                         $ 3,627,121   $   326,655  $   438,682   $    82,737
  Mortality and expense
    risk charge                       (1,368,013)      (63,177)    (140,442)     (228,756)
                                      ----------      --------     --------    ----------
NET INVESTMENT INCOME (LOSS)           2,259,108       263,478      298,240      (146,019)
                                      ----------      --------     --------    ----------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net realized gain (loss)
    on investments                    17,482,085            --      969,719     5,202,111
  Net change in unrealized
    appreciation (depreciation)       11,692,196            --    2,289,886     1,367,711
                                     -----------     ---------    ---------    ----------
NET GAIN (LOSS) ON INVESTMENTS        29,174,281            --    3,259,605     6,569,822
                                     -----------     ---------   ----------    ----------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS                         $31,433,389     $ 263,478  $ 3,557,845   $ 6,423,803
                                     ===========     =========   ==========    ==========


STATEMENT OF CHANGES IN NET ASSETS:
                                                        VARIABLE INSURANCE PRODUCTS FUND
                                                     -------------------------------------
                                                      MONEY       EQUITY
                                                     MARKET       INCOME       GROWTH
                                       TOTAL        PORTFOLIO    PORTFOLIO    PORTFOLIO
                                      -------       ---------    ---------    ---------
          1999
INCREASE (DECREASE) IN NET
   ASSETS FROM OPERATIONS:
   Net investment income
    (loss)                           $  2,259,108  $   263,478  $   298,240   $  (146,019)
   Net realized gain
    (loss) on investments              17,482,085           --      969,719     5,202,111
   Net change in unrealized
    appreciation (depreciation)        11,692,196           --    2,289,886     1,367,711
                                      -----------  -----------   ----------    ----------
NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS    31,433,389      263,478    3,557,845     6,423,803
NET INCREASE (DECREASE) FROM
   POLICYOWNER TRANSACTIONS            18,402,558    2,192,317     (118,663)    2,904,944
                                       ----------   ----------    ----------   ----------
TOTAL INCREASE (DECREASE) IN
   NET ASSETS                          49,835,947    2,455,795    3,439,182     9,328,747
NET ASSETS AT JANUARY 1, 1999         282,653,074   11,105,124   29,491,589    46,222,512
                                     ------------  -----------  -----------   -----------
NET ASSETS AT JUNE 30, 1999          $332,489,021  $13,560,919  $32,930,771   $55,551,259
                                     ============  ===========  ===========   ===========



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>

                                    F-I(U)-2
<PAGE>


<TABLE>
<CAPTION>

VARIABLE INSURANCE PRODUCTS FUND                 VARIABLE INSURANCE PRODUCTS FUND II
- --------------------------------   --------------------------------------------------------------
                                                                                           ASSET
                                    ASSET     INVESTMENT                                  MANAGER
    HIGH INCOME     OVERSEAS       MANAGER    GRADE BOND    CONTRAFUND     INDEX 500      GROWTH
     PORTFOLIO      PORTFOLIO     PORTFOLIO    PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO
     ----------     ---------     ---------    ---------    ----------     ---------     ---------


<S>   <C>           <C>         <C>             <C>         <C>            <C>           <C>
      $ 792,857     $ 226,340   $ 1,054,568     $178,023    $   68,862     $ 201,036     $ 80,579

        (37,144)      (64,778)     (144,356)     (21,258)      (68,176)     (100,822)     (15,137)
      ----------    ---------    ----------     --------     ---------     ---------     --------
        755,713       161,562       910,212      156,765           686       100,214       65,442
      ---------     ---------    ----------     --------     ---------     ---------     --------



         29,640       365,064     1,335,786       55,850       504,989       136,417      133,643

       (161,693)      605,258      (748,030)    (312,048)    1,078,207     2,275,805       45,820
      ---------     ---------    ----------    ----------    ---------     ---------     --------
       (132,053)      970,322       587,756     (256,198)    1,583,196     2,412,222      179,463
      ---------     ---------    ----------    ----------    ---------     ---------     --------


      $ 623,660    $1,131,884    $1,497,968     $(99,433)   $1,583,882    $2,512,436     $244,905
      =========    ==========    ==========     =========   ==========    ==========     ========



VARIABLE INSURANCE PRODUCTS FUND                 VARIABLE INSURANCE PRODUCTS FUND II
- --------------------------------     -------------------------------------------------------------
                                                                                           ASSET
                                    ASSET     INVESTMENT                                  MANAGER
    HIGH INCOME     OVERSEAS       MANAGER    GRADE BOND    CONTRAFUND     INDEX 500      GROWTH
     PORTFOLIO      PORTFOLIO     PORTFOLIO    PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO
     ----------     ---------     ---------    ---------    ----------     ---------     ---------


    $   755,713    $  161,562   $   910,212  $   156,765      $    686   $   100,214     $ 65,442

         29,640       365,064     1,335,786       55,850       504,989       136,417      133,643

       (161,693)      605,258      (748,030)    (312,048)    1,078,207     2,275,805       45,820
      ---------      --------     ---------     ---------    ---------     ---------      -------

        623,660     1,131,884     1,497,968      (99,433)    1,583,882     2,512,436      244,905

     (2,109,031)      (27,896)   (1,007,136)    (271,475)    2,088,993     4,107,614      253,705
     -----------     --------   -----------   -----------    ---------    ----------      -------

     (1,485,371)    1,103,988       490,832     (370,908)    3,672,875     6,620,050      498,610
      8,261,973    14,620,219    31,833,018    4,447,972    13,739,056    19,829,119    3,305,886
      ---------    ----------    ----------    ---------    ----------    ----------    ---------
    $ 6,776,602   $15,724,207   $32,323,850  $ 4,077,064   $17,411,931   $26,449,169   $3,804,496
    ===========   ===========   ===========  ===========   ===========   ===========   ==========



                                    F-I(U)-3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                              AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                         SEPARATE ACCOUNT V
                               FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                             (UNAUDITED)


STATEMENT OF OPERATIONS:

                                                        ALGER AMERICAN FUND
                                  -------------------------------------------------------------

                                         SMALL                      INCOME AND       MIDCAP
                                    CAPITALIZATION      GROWTH        GROWTH         GROWTH
                                       PORTFOLIO       PORTFOLIO     PORTFOLIO      PORTFOLIO
                                     ------------     ----------     ---------      ----------
<S>                                      <C>              <C>           <C>          <C>
             1999
INVESTMENT INCOME:
  Dividend distributions
    received                            $       --     $   37,125     $  14,347      $       --
  Mortality and expense
    risk charge                            (99,001)      (116,905)      (33,317)        (53,519)
                                        ----------      ---------     ---------      ----------
NET INVESTMENT INCOME (LOSS)               (99,001)       (79,780)      (18,970)        (53,519)
                                        ----------      ---------     ---------      ----------
REALIZED AND UNREALIZED
  GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss)
    on investments                       2,786,842      2,534,821       426,544       1,862,002
  Net change in unrealized
    appreciation (depreciation)             88,789      1,336,348       152,144        (359,958)
                                        ----------     ----------      --------      ----------
NET GAIN (LOSS) ON INVESTMENTS           2,875,631      3,871,169       578,688       1,502,044
                                        ----------     ----------      --------      ----------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATION                             $2,776,630     $3,791,389      $559,718      $1,448,525
                                        ==========     ==========      ========      ==========


STATEMENT OF CHANGES IN NET ASSETS:

                                                          ALGER AMERICAN FUND
                                   -------------------------------------------------------------

                                         SMALL                       INCOME AND         MIDCAP
                                    CAPITALIZATION      GROWTH         GROWTH           GROWTH
                                       PORTFOLIO       PORTFOLIO      PORTFOLIO        PORTFOLIO
                                       ---------      ----------      ---------        ----------
          1999
INCREASE (DECREASE) IN NET
   ASSETS FROM OPERATIONS:
   Net investment income (loss)        $   (99,001)   $   (79,780)   $   (18,970)   $   (53,519)
   Net realized gain (loss)
    on investments                       2,786,842      2,534,821        426,544      1,862,002
   Net change in unrealized
    appreciation (depreciation)             88,789      1,336,348        152,144       (359,958)
                                       -----------     ----------       --------      ----------
NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS      2,776,630      3,791,389        559,718      1,448,525
NET INCREASE (DECREASE) FROM
   POLICYOWNER TRANSACTIONS               (572,913)     2,537,540        533,409        635,058
                                       -----------     ----------       --------      ---------
TOTAL INCREASE (DECREASE)
   IN NET ASSETS                         2,203,717      6,328,929      1,093,127      2,083,583
NET ASSETS AT JANUARY 1, 1999           22,261,208     23,348,463      7,001,566     11,285,358
                                       -----------    -----------     ----------    -----------
NET ASSETS AT JUNE 30, 1999            $24,464,925    $29,677,392     $8,094,693    $13,368,941
                                       ===========    ===========     ==========    ===========



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</TABLE>

                                    F-I(U)-4
<PAGE>

<TABLE>
<CAPTION>

      ALGER AMERICAN FUND                               MFS VARIABLE INSURANCE TRUST
- ----------------------------          ------------------------------------------------------------
                                                                                            GROWTH
                                    EMERGING       WORLD                                     WITH
                      LEVERAGED      GROWTH     GOVERNMENTS    UTILITIES     RESEARCH       INCOME
     BALANCED          ALLCAP        SERIES       SERIES        SERIES        SERIES        SERIES
     PORTFOLIO        PORTFOLIO     PORTFOLIO    PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO
     ---------       -----------    ---------    ---------    -----------    ---------     ---------

<S>  <C>             <C>           <C>        <C>             <C>           <C>          <C>
     $   39,415      $       --    $       -- $     21,210    $   45,844    $    6,589   $   12,252

        (14,283)        (37,791)      (58,080)      (1,849)      (16,144)      (13,748)     (15,403)
      ---------      ----------    ----------      -------      --------       -------      -------
         25,132         (37,791)      (58,080)      19,361        29,700        (7,159)      (3,151)
      ---------      ----------    ----------      -------      --------       -------      -------



        199,925         658,702            --           --       230,507        34,817       14,706

        220,573         961,769     1,618,498      (33,395)       80,723       258,088      159,350
      ---------      ----------     ---------      --------     --------       -------      -------
        420,498       1,620,471     1,618,498      (33,395)      311,230       292,905      174,056
      ---------      ----------     ---------      --------     --------       -------      -------


      $ 445,630      $1,582,680    $1,560,418     $(14,034)     $340,930      $285,746     $170,905
      =========      ==========    ==========     =========     ========      ========     ========




      ALGER AMERICAN FUND                               MFS VARIABLE INSURANCE TRUST
- ----------------------------          ------------------------------------------------------------
                                                                                           GROWTH
                                       EMERGING       WORLD                                 WITH
                        LEVERAGED       GROWTH     GOVERNMENTS   UTILITIES   RESEARCH       INCOME
        BALANCED         ALLCAP         SERIES       SERIES       SERIES      SERIES        SERIES
        PORTFOLIO       PORTFOLIO      PORTFOLIO    PORTFOLIO    PORTFOLIO   PORTFOLIO    PORTFOLIO
        ---------       -----------    ---------    ---------    ---------   ---------    ---------


     $    25,132    $    (37,791)   $   (58,080)  $   19,361   $    29,700   $  (7,159)  $  (3,151)

         199,925         658,702              --          --       230,507      34,817      14,706

         220,573         961,769       1,618,498     (33,395)       80,723     258,088     159,350
      ----------     -----------      ----------    ---------     --------    --------   ---------

         445,630       1,582,680       1,560,418     (14,034)      340,930     285,746     170,905

         704,679       3,752,890         704,771    (162,530)      539,426     594,269     (78,320)
      ----------    ------------      ----------   ----------    ---------    --------    --------

       1,150,309       5,335,570       2,265,189    (176,564)      880,356     880,015      92,585
       2,725,989       5,545,268      12,215,454     562,066     3,297,063   2,973,827   3,532,938
      ----------    ------------     -----------    --------    ----------  ----------  ----------
      $3,876,298    $ 10,880,838    $ 14,480,643    $385,502    $4,177,419  $3,853,842  $3,625,523
      ==========    ============    ============    ========    ==========  ==========  ==========


                                         F-I(U)-5

</TABLE>

<PAGE>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                   (UNAUDITED)


STATEMENT OF OPERATIONS:
                                            MORGAN STANLEY UNIVERSAL FUNDS
                                        -------------------------------------
                                                        EMERGING        GLOBAL
                                      ASIAN EQUITY   MARKETS EQUITY     EQUITY
                                        PORTFOLIO       PORTFOLIO      PORTFOLIO
                                       -----------     ----------      ---------
                   1999
INVESTMENT INCOME:
   Dividend distributions received       $     --       $      --     $      --
   Mortality and expense risk charge       (2,001)         (4,040)       (9,688)
                                        ---------        ---------     --------
NET INVESTMENT INCOME (LOSS)               (2,001)         (4,040)       (9,688)
                                        ----------       --------      ---------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
   Net realized gain (loss)
     on investments --                         --              --            --
   Net change in unrealized
     appreciation (depreciation)          217,015         320,783        91,162
                                        ---------        --------      --------
NET GAIN (LOSS) ON INVESTMENTS            217,015         320,783        91,162
                                        ---------        --------      --------
NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS     $ 215,014       $ 316,743      $ 81,474
                                        =========       =========      ========




STATEMENT OF CHANGES IN NET ASSETS:
                                            MORGAN STANLEY UNIVERSAL FUNDS
                                          --------------------------------
                                                        EMERGING        GLOBAL
                                      ASIAN EQUITY   MARKETS EQUITY     EQUITY
                                        PORTFOLIO       PORTFOLIO     PORTFOLIO
                                        ---------       ---------     ---------
                   1999
INCREASE (DECREASE) IN NET
   ASSETS FROM OPERATIONS:
   Net investment income (loss)        $   (2,001)     $   (4,040)   $   (9,688)
   Net realized gain (loss) on
     investments                               --              --            --
   Net change in unrealized
     appreciation(depreciation)           217,015         320,783        91,162
                                         --------       ---------       -------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS              215,014         316,743        81,474
NET INCREASE (DECREASE) FROM
   POLICYOWNER TRANSACTIONS               338,627         320,075       363,123
                                         --------        --------      --------
TOTAL INCREASE (DECREASE) IN
   NET ASSETS                             553,641         636,818       444,597
NET ASSETS AT JANUARY 1, 1999             334,000         823,632     2,096,971
                                         --------        --------    ----------
NET ASSETS AT JUNE 30, 1999             $ 887,641      $1,460,450    $2,541,568
                                        =========      ==========    ==========



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



                                         F-I(U)-6
<PAGE>



         MORGAN STANLEY UNIVERSAL FUNDS
        --------------------------------
         INTERNATIONAL         U.S. REAL
             MAGNUM             ESTATE
            PORTFOLIO          PORTFOLIO


            $      --         $       --
               (4,566)            (3,632)
             --------          ---------
               (4,566)            (3,632)
             ---------         ----------



                   --                 --

               66,628             72,763
            ---------          ---------
               66,628             72,763
            ---------          ---------

           $   62,062          $  69,131
           ==========          =========





         MORGAN STANLEY UNIVERSAL FUNDS
       ---------------------------------
       INTERNATIONAL           U.S. REAL
           MAGNUM               ESTATE
         PORTFOLIO             PORTFOLIO


           $   (4,566)       $   (3,632)

                   --                --

               66,628            72,763
             --------         ---------

               62,062            69,131

              148,470            30,612
             --------         ---------

              210,532            99,743
              933,263           859,540
           ----------        ----------
           $1,143,795        $  959,283
           ==========        ==========



                                    F-I(U)-7


<PAGE>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)


1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Ameritas  Variable Life Insurance  Company  Separate Account V (the Account) was
established  on August 28, 1985,  under  Nebraska law by Ameritas  Variable Life
Insurance  Company (AVLIC),  a wholly-owned  subsidiary of AMAL  Corporation,  a
majority-owned  affiliate of Ameritas Life Insurance Corp.  (ALIC) The assets of
the  Account  are  segregated  from  AVLIC's  other  assets and are used only to
support variable life products issued by AVLIC.

The Account is registered under the Investment  Company Act of 1940, as amended,
as a unit investment  trust. At June 30, 1999, there are twenty-six  subaccounts
within the  Account.  Five of the  subaccounts  invest  only in a  corresponding
Portfolio  of  Variable  Insurance  Products  Fund  and  five  invest  only in a
corresponding  Portfolio of Variable  Insurance Products Fund II. Both funds are
diversified open-end management investment companies and are managed by Fidelity
Management  and  Research  Company.  Six of the  subaccounts  invest  only  in a
corresponding  Portfolio of Alger American Fund which is a diversified  open-end
management investment company managed by Fred Alger Management, Inc. Five of the
subaccounts  invest only in a corresponding  Portfolio of MFS Variable Insurance
Trust which is a diversified  open-end management  investment company managed by
Massachusetts Financial Services Company. Five of the subaccounts invest only in
a corresponding  Portfolio of Morgan Stanley  Universal  Funds,  Inc. which is a
diversified  open-end  management  investment  company managed by Morgan Stanley
Asset  Management,  Inc.  All five  funds are  registered  under the  Investment
Company Act of 1940, as amended.  Each  Portfolio pays the manager a monthly fee
for managing its investments and business affairs. The assets of the Account are
carried at the net asset value of the  underlying  Portfolios of the Funds.  The
value of the policyowners' units corresponds to the Account's  investment in the
underlying subaccounts.  The availability of investment portfolio and subaccount
options may vary between products.

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


2.  BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL STATEMENTS

Management  believes that all  adjustments,  consisting of only normal recurring
accruals,  considered necessary for a fair presentation of the unaudited interim
financial  statements  have been  included.  The results of  operations  for any
interim period are not necessarily  indicative of results for the full year. The
unaudited  interim  financial  statements should be read in conjunction with the
audited financial  statements and notes thereto for the years ended December 31,
1998, 1997, and 1996.

                                    F-I(U)-8
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Ameritas Variable Life Insurance Company
Lincoln, Nebraska

     We have audited the accompanying  balance sheets of Ameritas  Variable Life
Insurance  Company as of December 31, 1998 and 1997, and the related  statements
of operations,  comprehensive  income,  stockholder's equity, and cash flows for
each of the three years in the period ended December 31, 1998.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

     In our opinion,  such financial  statements present fairly, in all material
respects,  the financial position of Ameritas Variable Life Insurance Company as
of December 31, 1998 and 1997,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1998,  in
conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Lincoln, Nebraska
February 5, 1999

                                    F-II- 1
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                 BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                    DECEMBER 31
                                                              -----------------------
                                                                 1998         1997
                                                              ----------   ----------
<S>                                                           <C>          <C>
                           ASSETS
Investments:
  Fixed maturity securities, available for sale (amortized
     cost $146,650 -- 1998 and $113,158 -- 1997)............  $  150,462   $  115,955
  Equity securities, available for sale (amortized cost
     $2,031 -- 1998 $4,061 -- 1997).........................       2,020        4,135
  Loans on insurance policies...............................      10,949        7,482
  Other invested assets.....................................      10,020        2,206
                                                              ----------   ----------
          Total investments.................................     173,451      129,778
Cash and cash equivalents...................................      12,011       13,711
Accrued investment income...................................       2,425        1,801
Reinsurance recoverable -- affiliates.......................         455          514
Prepaid reinsurance premium -- affiliates...................       2,380        2,298
Deferred policy acquisition costs...........................     121,236       98,746
Other.......................................................       1,695          199
Separate Accounts...........................................   1,709,448    1,265,348
                                                              ----------   ----------
                                                              $2,023,101   $1,512,395
                                                              ==========   ==========
            LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
  Policy and contract reserves..............................  $    1,681   $      941
  Policy and contract claims................................         625          925
  Accumulated contract values...............................     213,874      154,281
  Unearned policy charges...................................       1,814        1,498
  Unearned reinsurance ceded allowance......................       3,596        3,268
  Federal income taxes --
     Current................................................       2,941        1,466
     Deferred...............................................       8,348        9,326
  Other.....................................................       8,086       10,200
  Separate Accounts.........................................   1,709,448    1,265,348
                                                              ----------   ----------
          Total Liabilities.................................   1,950,413    1,447,253
                                                              ----------   ----------
Commitments and contingencies
STOCKHOLDER'S EQUITY:
  Common stock, par value $100 per share; authorized 50,000
     shares, issued and outstanding 40,000 shares...........       4,000        4,000
  Additional paid-in capital................................      40,370       40,370
  Retained earnings.........................................      27,434       20,180
  Accumulated other comprehensive income....................         884          592
                                                              ----------   ----------
          Total Stockholder's Equity........................      72,688       65,142
                                                              ----------   ----------
                                                              $2,023,101   $1,512,395
                                                              ==========   ==========
</TABLE>

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

                                    F-II- 2
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                            STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31
                                                                -----------------------------
                                                                 1998       1997       1996
                                                                -------    -------    -------
<S>                                                             <C>        <C>        <C>
INCOME:
Insurance revenues:
  Contract charges..........................................    $42,775    $33,717    $26,345
  Premium-reinsurance ceded.................................     (7,836)    (6,840)    (5,895)
  Reinsurance ceded allowance...............................      3,169      2,752      2,235
Investment revenues:
  Investment income, net....................................     14,052      8,277      3,603
  Realized gains, net.......................................         79        368         19
Other.......................................................      2,269        980        567
                                                                -------    -------    -------
                                                                 54,508     39,254     26,874
                                                                -------    -------    -------
BENEFITS AND EXPENSES:
Policy benefits:
  Death benefits............................................      2,200      1,356        716
  Interest credited.........................................     13,400      7,258      2,736
  Increase in policy and contract reserves..................        740        192        140
  Other.....................................................        222         92         52
Sales and operating expenses................................     15,980     11,641     10,041
Amortization of deferred policy acquisition costs...........     11,847      9,584      5,531
                                                                -------    -------    -------
                                                                 44,389     30,123     19,216
                                                                -------    -------    -------
INCOME BEFORE FEDERAL INCOME TAXES..........................     10,119      9,131      7,658
                                                                -------    -------    -------
Income taxes -- current.....................................      4,000      4,305      3,819
Income taxes -- deferred....................................     (1,135)      (844)      (811)
                                                                -------    -------    -------
       Total income taxes...................................      2,865      3,461      3,008
                                                                -------    -------    -------
NET INCOME..................................................    $ 7,254    $ 5,670    $ 4,650
                                                                =======    =======    =======
</TABLE>

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

                                    F-II- 3
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                       STATEMENTS OF COMPREHENSIVE INCOME
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31
                                                                --------------------------
                                                                 1998      1997      1996
                                                                 ----      ----      ----
<S>                                                             <C>       <C>       <C>
Net income..................................................    $7,254    $5,670    $4,650
Other comprehensive income, net of tax:
  Unrealized gains on securities:
     Unrealized holding gains arising during the period (net
      of deferred tax of $185, $378, and ($159) for 1998,
      1997 and 1996, respectively)..........................       343       702      (295)
     Reclassification adjustment for gains included in net
      income (net of deferred tax of $28, $129 and $7 for
      1998, 1997 and 1996, respectively)....................       (51)     (239)      (12)
                                                                ------    ------    ------
  Other comprehensive income (loss).........................       292       463      (307)
                                                                ------    ------    ------
Comprehensive income........................................    $7,546    $6,133    $4,343
                                                                ======    ======    ======
</TABLE>

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

                                    F-II- 4
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                       STATEMENTS OF STOCKHOLDER'S EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                         (IN THOUSANDS, EXCEPT SHARES)

<TABLE>
<CAPTION>
                                                                                            ACCUMULATED
                                               COMMON STOCK      ADDITIONAL                    OTHER
                                             ----------------     PAID-IN      RETAINED    COMPREHENSIVE
                                             SHARES    AMOUNT     CAPITAL      EARNINGS       INCOME         TOTAL
                                             ------    ------    ----------    --------    -------------     -----
<S>                                          <C>       <C>       <C>           <C>         <C>              <C>
BALANCE, January 1, 1996.................    40,000    $4,000     $ 29,700     $ 9,860      $       436     $ 43,996
  Return of capital......................        --       --       (15,000)         --               --      (15,000)
  Capital contribution from AMAL
    Corporation..........................        --       --        25,670          --               --       25,670
  Net unrealized investment loss, net....        --       --            --          --             (307)        (307)
  Net income.............................        --       --            --       4,650               --        4,650
                                             ------    ------     --------     -------      -----------     --------
BALANCE, December 31, 1996...............    40,000    4,000        40,370      14,510              129       59,009
  Net unrealized investment gain, net....        --       --            --          --              463          463
  Net income.............................        --       --            --       5,670               --        5,670
                                             ------    ------     --------     -------      -----------     --------
BALANCE, December 31, 1997...............    40,000    4,000        40,370      20,180              592       65,142
  Net unrealized investment gain, net....        --       --            --          --              292          292
  Net income.............................        --       --            --       7,254               --        7,254
                                             ------    ------     --------     -------      -----------     --------
BALANCE, December 31, 1998...............    40,000    $4,000     $ 40,370     $27,434      $       884     $ 72,688
                                             ======    ======     ========     =======      ===========     ========
</TABLE>

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

                                    F-II- 5
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31
                                                                --------------------------------
                                                                  1998        1997        1996
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
OPERATING ACTIVITIES
Net Income..................................................    $  7,254    $  5,670    $  4,650
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Amortization of deferred policy acquisition costs.........      11,847       9,584       5,531
  Policy acquisition costs deferred.........................     (34,820)    (30,642)    (26,596)
  Interest credited to contract values......................      13,400       7,258       2,736
  Amortization of discounts or premiums.....................         (28)        (40)        (83)
  Net gains on other invested assets........................      (3,732)       (631)         --
  Net realized gains on investment transactions.............         (79)       (368)        (19)
  Deferred income taxes.....................................      (1,135)       (844)       (811)
  Change in assets and liabilities:
     Accrued investment income..............................        (624)       (705)       (306)
     Reinsurance recoverable-affiliates.....................          59        (505)         48
     Prepaid reinsurance premium-affiliates.................         (82)       (142)       (650)
     Other assets...........................................      (1,496)        284        (377)
     Policy and contract reserves...........................         740         192         140
     Policy and contract claims.............................        (300)        819         106
     Unearned policy charges................................         316         255         279
     Federal income tax payable-current.....................       1,475         591        (310)
     Unearned reinsurance ceded allowance...................         328         129         860
     Other liabilities......................................      (2,114)      2,172       3,762
                                                                --------    --------    --------
  Net cash from operating activities........................      (8,991)     (6,923)    (11,040)
                                                                --------    --------    --------
INVESTING ACTIVITIES
Purchase of fixed maturity securities available for sale....     (70,904)    (92,291)    (31,514)
Purchase of equity securities available for sale............          --      (4,311)         --
Purchase of other invested assets...........................      (7,760)     (1,611)         --
Proceeds from maturities or repayment of fixed maturity
  securities available for sale.............................      23,124      25,168       5,307
Proceeds from sales of fixed maturity securities available
  for sale..................................................      14,447      16,419       3,014
Proceeds from the sale of equity securities available for
  sale......................................................       1,979         252          --
Proceeds from the sale of other invested assets.............       3,678          35          --
Net change in loans on insurance policies...................      (3,467)     (3,173)     (1,670)
                                                                --------    --------    --------
  Net cash from investing activities........................     (38,903)    (59,512)    (24,863)
                                                                --------    --------    --------
FINANCING ACTIVITIES
Return of capital...........................................          --          --     (15,000)
Capital contribution........................................          --          --      25,670
Net change in accumulated contract values...................      46,194      69,462      30,257
                                                                --------    --------    --------
  Net cash from financing activities........................      46,194      69,462      40,927
                                                                --------    --------    --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............      (1,700)      3,027       5,024
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............      13,711      10,684       5,660
                                                                --------    --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................    $ 12,011    $ 13,711    $ 10,684
                                                                ========    ========    ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes..................................    $  2,525    $  3,714    $  4,129
</TABLE>

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

                                    F-II- 6
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                                 (IN THOUSANDS)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Ameritas Variable Life Insurance  Company (the Company),  a stock life insurance
company  domiciled in the State of Nebraska,  was a  wholly-owned  subsidiary of
Ameritas  Life  Insurance  Corp.  (ALIC),  until  April of 1996 when it became a
wholly-owned subsidiary of AMAL Corporation, a holding company 66% owned by ALIC
and 34% owned by AmerUs Life  Insurance  Company  (AmerUs).  The  Company  began
issuing  variable life insurance and variable  annuity  policies in 1987,  fixed
premium  annuities in 1996 and equity  indexed  annuities in 1997.  The variable
life,  variable  annuity,  fixed  premium  annuity  and equity  indexed  annuity
policies are not participating with respect to dividends.

USE OF ESTIMATES

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

The principal accounting and reporting practices followed are:

INVESTMENTS

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

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

The Company records  write-offs or allowances for its  investments  based upon a
evaluation of specific problem investments.  The Company reviews, on a continual
basis,  all invested assets to identify  investments  where the Company may have
credit concerns.  Investments with credit concerns include those the Company has
identified as experiencing a deterioration in financial  condition.  The Company
has no write-offs or allowances recorded as of December 31, 1998, 1997 and 1996.

CASH EQUIVALENTS

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

SEPARATE ACCOUNTS

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


                                    F-II- 7
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

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

PREMIUM REVENUE AND BENEFITS TO POLICYOWNERS

RECOGNITION OF UNIVERSAL LIFE-TYPE CONTRACTS REVENUE AND BENEFITS TO
POLICYOWNERS

Universal  life-type  policies are insurance  contracts  with terms that are not
fixed and guaranteed. The terms that may be changed could include one or more of
the amounts  assessed  the  policyowner,  premiums  paid by the  policyowner  or
interest accrued to policyowners balances. Amounts received as payments for such
contracts are reflected as deposits in accumulated  contract  values and are not
reported as premium revenues.

Revenues for universal  life-type  policies  consist of charges assessed against
policy account values for deferred policy loading,  mortality risk expense,  the
cost of insurance and policy administration. Policy benefits and claims that are
charged  to expense  include  interest  credited  to  contracts  under the fixed
account investment option and benefit claims incurred in the period in excess of
related policy account balances.

RECOGNITION OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYOWNERS

Contracts  that do not  subject the Company to risks  arising  from  policyowner
mortality or morbidity are referred to as investment contracts. Certain deferred
annuities are considered investment contracts.  Amounts received as payments for
such contracts are reflected as deposits in accumulated  contract values and are
not reported as premium revenues.

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

POLICY ACQUISITION COSTS

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

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


                                    F-II- 8
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

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

A  roll-forward  of the  amounts  reflected  in the  balance  sheets as deferred
acquisition costs is as follows:

<TABLE>
<CAPTION>
                                                                         DECEMBER 31
                                                                ------------------------------
                                                                  1998       1997       1996
                                                                --------    -------    -------
<S>                                                             <C>         <C>        <C>
Beginning balance...........................................    $ 98,746    $79,272    $57,664
Acquisition costs deferred..................................      34,820     30,642     26,596
Amortization of deferred policy acquisition costs...........     (11,847)    (9,584)    (5,531)
Adjustment for unrealized investment (gain)/loss............        (483)    (1,584)       543
                                                                --------    -------    -------
Ending balance..............................................    $121,236    $98,746    $79,272
                                                                ========    =======    =======
</TABLE>

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

FUTURE POLICY AND CONTRACT BENEFITS

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

INCOME TAXES

The provision for income taxes includes amounts  currently  payable and deferred
income taxes resulting from the cumulative differences in assets and liabilities
determined on a tax return and financial  statement basis at the current enacted
tax rates.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 133,  entitled  "Accounting  for Derivative
Instruments and Hedging  Activities" (SFAS no. 133). The statement requires that
all  derivatives  (including  certain  derivatives  embedded  in  contracts)  be
recorded on the balance sheet and measured at fair value.  SFAS no. 133 requires
that  changes  in the fair  value of  derivatives  be  recognized  currently  in
operations  unless specific hedge accounting  criteria are met. If such criteria
are met, the derivative's gain or loss will offset related results of the hedged
item in the statement of operations. A company must formally document, designate
and  assess  the   effectiveness  of  transactions  to  apply  hedge  accounting
treatment.

SFAS No. 133 is effective for fiscal years  beginning  after June 15, 1999, with
earlier  implementation  permitted.  The statement must be implemented as of the
beginning of a quarter and  retroactive  application to financial  statements of
prior  periods is  prohibited.  The Company  has not  determined  the  financial
statement impact of adopting this statement.

RECLASSIFICATIONS

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

                                    F-II- 9
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

2. INVESTMENTS

Investment income summarized by type of investment was as follows:

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31
                                                                ---------------------------
                                                                 1998       1997      1996
                                                                 ----       ----      ----
<S>                                                             <C>        <C>       <C>
Fixed maturity securities available for sale................    $ 9,099    $6,622    $3,308
Equity Securities available for sale........................        179       156        --
Loans on insurance policies.................................        590       370       214
Cash equivalents............................................        659       642       618
Other invested assets.......................................      3,732       631        --
                                                                -------    ------    ------
  Gross investment income...................................     14,259     8,421     4,140
Investment expenses.........................................        207       144       537
                                                                -------    ------    ------
  Net investment income.....................................    $14,052    $8,277    $3,603
                                                                =======    ======    ======
</TABLE>

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

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31
                                                                   -------------------------
                                                                   1998      1997       1996
                                                                   ----      ----       ----
<S>                                                                <C>       <C>        <C>
Net gains on disposals of fixed maturity securities
  available for sale........................................       $131      $365       $19
Net gains (losses) on disposal of equity securities
  available for sale........................................        (52)        3        --
                                                                   ----      ----       ---
Net gains on disposal of securities available for sale......       $ 79      $368       $19
                                                                   ====      ====       ===
</TABLE>

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

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 1998
                                                                ---------------------------------
                                                                PROCEEDS       GAINS       LOSSES
                                                                --------       -----       ------
<S>                                                             <C>            <C>         <C>
Fixed maturity securities available for sale................    $22,282        $433         $302
Equity securities available for sale........................      1,979          --         $ 52
                                                                -------        ----         ----
  Total securities available for sale.......................    $24,261        $433         $354
                                                                =======        ====         ====
</TABLE>

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

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 1996
                                                                ---------------------------------
                                                                PROCEEDS       GAINS       LOSSES
                                                                --------       -----       ------
<S>                                                             <C>            <C>         <C>
Fixed maturity securities available for sale................     $3,014         $30          $--
                                                                 ======         ===          ==
</TABLE>

                                    F-II- 10
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

2. INVESTMENTS -- (CONTINUED)
The amortized cost and fair value of investments in securities by type of
investment were as follows:

<TABLE>
<CAPTION>
                                                                      DECEMBER 31, 1998
                                                      --------------------------------------------------
                                                                       GROSS UNREALIZED
                                                      AMORTIZED       -------------------         FAIR
                                                        COST          GAINS        LOSSES        VALUE
                                                      ---------       ------       ------       --------
<S>                                                   <C>             <C>          <C>          <C>
U. S. Corporate...................................    $ 98,658        $3,146        $159        $101,645
Mortgage-backed...................................      35,314           430          14          35,730
U.S. Treasury securities and obligations of U.S.
  government agencies.............................      12,678           409          --          13,087
                                                      --------        ------        ----        --------
  Total fixed maturity securities available for
     sale.........................................     146,650         3,985         173         150,462
                                                      --------        ------        ----        --------
Equity securities available for sale..............       2,031            --          11           2,020
                                                      --------        ------        ----        --------
  Total securities available for sale.............    $148,681        $3,985        $184        $152,482
                                                      ========        ======        ====        ========
</TABLE>

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

The amortized  cost and fair value of fixed  maturity  securities  available for
sale by  contractual  maturity at December  31, 1998 are shown  below.  Expected
maturities may differ from contractual maturities because borrowers may have the
right  to  call  or  prepay  obligations  with or  without  call  or  prepayment
penalties.

<TABLE>
<CAPTION>
                                                                AMORTIZED      FAIR
                                                                  COST        VALUE
                                                                ---------    --------
<S>                                                             <C>          <C>
Due in one year or less.....................................    $  3,933     $  3,964
Due after one year through five years.......................      39,120       40,029
Due after five years through ten years......................      54,266       56,034
Due after ten years.........................................      14,017       14,705
Mortgage-backed securities..................................      35,314       35,730
                                                                --------     --------
  Total.....................................................    $146,650     $150,462
                                                                ========     ========
</TABLE>

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

                                    F-II- 11
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

2. INVESTMENTS -- (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 1998
                                                                ---------------------------------
                                                                NOTIONAL                   FAIR
                                                                 AMOUNT        COST        VALUE
                                                                --------       ----        -----
<S>                                                             <C>           <C>         <C>
Options.....................................................    $18,655       $7,096      $10,020
                                                                =======       ======      =======
</TABLE>

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

3. INCOME TAXES

The items that give rise to deferred  tax assets and  liabilities  relate to the
following:

<TABLE>
<CAPTION>
                                                                 YEARS ENDED
                                                                 DECEMBER 31
                                                              -----------------
                                                               1998      1997
                                                               ----      ----
<S>                                                           <C>       <C>
Net unrealized investment gains on securities available for
  sale......................................................  $ 1,365   $ 1,080
Deferred policy acquisition costs...........................   36,031    29,271
Prepaid expenses............................................      833       804
                                                              -------   -------
Gross deferred tax liability................................   38,229    31,155
                                                              -------   -------
Future policy and contract benefits.........................   27,810    20,014
Deferred future revenues....................................    1,894     1,668
Other.......................................................      177       147
                                                              -------   -------
Gross deferred tax asset....................................   29,881    21,829
                                                              -------   -------
  Net deferred tax liability................................  $ 8,348   $ 9,326
                                                              =======   =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                              YEARS ENDED DECEMBER 31
                                                              ------------------------
                                                              1998      1997      1996
                                                              ----      ----      ----
<S>                                                           <C>       <C>       <C>
Federal statutory tax rate..................................  35.0%     35.0%     35.0%
Other.......................................................  (6.7)      2.9       4.3
                                                              ----      ----      ----
  Effective tax rate........................................  28.3%     37.9%     39.3%
                                                              ====      ====      ====
</TABLE>

The  Company's  federal  income tax returns  have been  examined by the Internal
Revenue Service (IRS) through 1995. The Company is currently  appealing  certain
adjustments  proposed  by the IRS for tax years 1993  through  1995.  Management
believes  adequate  provisions have been made for any additional taxes which may
become due with respect to the adjustments proposed by the IRS.

                                    F-II- 12
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

4. RELATED PARTY TRANSACTIONS

Affiliates  provide  technical,   financial,  legal,  marketing  and  investment
advisory support to the Company under  administrative  service  agreements.  The
cost of these  services to the Company for years ended  December 31, 1998,  1997
and 1996 was $11,737, $12,082 and $10,922, respectively.

The Company entered into  reinsurance  agreements  (yearly  renewable term) with
affiliates. Under this agreement, these affiliates assume life insurance risk in
excess of the Company's  retention  limit.  These  reinsurance  contracts do not
relieve the Company of its  obligations  to its  policyowners.  The Company paid
$4,104,  $3,810 and $3,301 of net  reinsurance  premiums to  affiliates  for the
years ended  December 31,  1998,  1997 and 1996,  respectively.  The Company has
received reinsurance  recoveries from affiliates of $3,310,  $2,260 and $659 for
the years ended December 31, 1998, 1997 and 1996, respectively.

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

The  Company's  variable  life and  annuity  products  are  distributed  through
Ameritas  Investment Corp., a wholly-owned  subsidiary of AMAL Corporation.  The
Company  received  $93 and $54 for the years ended  December  31, 1997 and 1996,
respectively, from this affiliate to partially defray the costs of materials and
prospectuses. The Company received no recovery to defray these cost for the year
ended December 31, 1998. Policies placed by this affiliate generated  commission
expense of $28,353,  $23,232 and $20,373 for the years ended  December 31, 1998,
1997 and 1996, respectively.

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

5. BENEFIT PLANS

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

The Company is included in a multiple employer  noncontributory  defined benefit
plan  that  covers  substantially  all  full-time  employees  of  Ameritas  Life
Insurance Corp. and its subsidiaries and AMAL Corporation and its  subsidiaries.
Pension costs include current  service costs,  which are accrued and funded on a
current  basis,  and post service  costs,  which are amortized  over the average
remaining  service life of all  employees on the adoption  date.  Total  Company
contributions  for the years ended December 31, 1998 and 1997 were $163 and $29,
respectively. The Company had no full time employees during 1996.

The Company's  employees also participate in a defined  contribution thrift plan
that covers  substantially  all full time  employees of Ameritas Life  Insurance
Corp. and its subsidiaries.  Company matching contributions under the plan range
from 1% to 3% of the participant's compensation. Total Company contributions for
the years ended December 31, 1998 and 1997 were $47 and $24,  respectively.  The
Company had no full time employees during 1996.

The Company is also included in the postretirement  benefit plan providing group
medical coverage to retired  employees of AMAL Corporation and its subsidiaries.
Prior to August 1, 1997 these  benefits were provided under a plan with Ameritas
Life Insurance Corp. These benefits are a specified  percentage of premium until
age 65 and a flat dollar amount thereafter.  Employees become eligible for these
benefits upon the attainment of age 55, 15 years of service and participation in
the plan for the  immediately  preceding  5 years.  Benefit  costs  include  the
expected cost of postretirement benefits for newly eligible

                                    F-II- 13
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

5. BENEFIT PLANS -- (CONTINUED)

employees,  interest cost, and gains and losses arising from differences between
actuarial assumptions and actual experience. Total Company contributions for the
years  ended  December  31,  1998 and 1997  were $12 and $5,  respectively.  The
Company had no full time employees during 1996.

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

6. INSURANCE REGULATORY MATTERS

Net income  (loss),  as  determined  in  accordance  with  statutory  accounting
practices, was $321, $2,048 and $855 for 1998, 1997 and 1996, respectively.  The
Company's  statutory  surplus was  $44,589,  $45,265 and $44,100 at December 31,
1998, 1997 and 1996, respectively. Effective January 1, 1996 the Company changed
reserving  methods used for most existing  products  resulting in an increase in
statutory surplus of approximately  $20,601. The Company is required to maintain
a certain level of surplus to be in compliance with state laws and  regulations.
Company surplus is monitored by state regulators to ensure  compliance with risk
based capital requirements.

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

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

The fair value  estimates  presented  herein are based on pertinent  information
available to management as of December 31, 1998 and 1997. Although management is
not aware of any factors  that would  significantly  affect the  estimated  fair
value amounts, such amounts have not been comprehensively  revalued for purposes
of these financial statements since that date;  therefore,  current estimates of
fair value may differ significantly from the amounts presented herein.

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

          FIXED MATURITY SECURITIES AVAILABLE FOR SALE -- For publicly traded
     securities, fair value is determined using an independent pricing source.
     For securities without a readily ascertainable fair value, the value has
     been determined using an interest rate spread matrix based upon quality,
     weighted average maturity and Treasury yields.

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

          LOANS ON INSURANCE POLICIES -- Fair values for loans on insurance
     policies are estimated using a discounted cash flow analysis at interest
     rates currently offered for similar loans with similar remaining


                                    F-II- 14

<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

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

     terms. Loans on insurance policies with similar characteristics are
     aggregated for purposes of the calculations.

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

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

          ACCUMULATED CONTRACT VALUES -- Funds on deposit which do not have
     fixed maturities are carried at the amount payable on demand at the
     reporting date, which approximates fair value.

Estimated fair values are as follows:

<TABLE>
<CAPTION>
                                                                          DECEMBER 31
                                                        ------------------------------------------------
                                                                 1998                      1997
                                                        ----------------------    ----------------------
                                                        CARRYING                  CARRYING
                                                         AMOUNT     FAIR VALUE     AMOUNT     FAIR VALUE
                                                        --------    ----------    --------    ----------
<S>                                                     <C>         <C>           <C>         <C>
Financial assets:
  Fixed maturity securities, available for sale.....    $150,462     $150,462     $115,955     $115,955
  Equity securities, available for sale.............       2,020        2,020        4,135        4,135
  Loans on insurance policies.......................      10,949       10,286        7,482        6,657
  Other invested assets.............................      10,020       10,020        2,206        2,206
  Cash and cash equivalents.........................      12,011       12,011       13,711       13,711
  Accrued investment income.........................       2,425        2,425        1,801        1,801
  Reinsurance recoverable -- affiliates.............         455          455          514          514
Financial liabilities:
  Accumulated contract values excluding amounts held
     under insurance contracts......................     199,585      199,585      144,109      144,109
</TABLE>

8. SEPARATE ACCOUNTS

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

Amounts in the Separate Accounts are:

<TABLE>
<CAPTION>
                                                                           DECEMBER 31
                                                                   ---------------------------
                                                                      1998             1997
                                                                   ----------       ----------
<S>                                                                <C>              <C>
Separate Account V..........................................       $  282,653       $  197,729
Separate Account VA-2.......................................        1,426,795        1,067,619
                                                                   ----------       ----------
                                                                   $1,709,448       $1,265,348
                                                                   ==========       ==========
</TABLE>

9. COMMITMENTS AND CONTINGENCIES

The Company has a $15,000  unsecured  line of credit  entered into in September,
1998. No balance was outstanding at any time during 1998.

                                    F-II- 15


<PAGE>



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                  BALANCE SHEET
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


                                 ASSETS
                                                                 JUNE 30, 1999
                                                                 -------------
Investments:
   Fixed maturity securities, available for sale
     (amortized cost $167,459)                                    $  164,317
   Equity securities, available for sale (amortized
     cost $2,031)                                                      1,813
   Loans on insurance policies                                        13,136
   Other invested assets                                              12,939
                                                                  ----------
        Total investments                                            192,205
Cash and cash equivalents                                              6,921
Accrued investment income                                              2,709
Prepaid reinsurance premium--affiliates                                2,482
Deferred policy acquisition costs                                    139,467
Other                                                                  1,938
Separate Accounts                                                  2,035,317
                                                                  ----------
                                                                  $2,381,039
                                                                  ==========

                  LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
   Policy and contract reserves                                   $    2,033
   Policy and contract claims                                            446
   Accumulated contract values                                       244,218
   Unearned policy charges                                             1,898
   Unearned reinsurance ceded allowance                                3,700
   Federal income taxes--
     Current                                                           1,596
     Deferred                                                          6,622
   Other                                                               9,767
   Separate Accounts                                               2,035,317
                                                                  ----------
        Total Liabilities                                          2,305,597
                                                                  ----------
   Commitments and contingencies
STOCKHOLDER'S EQUITY:
   Common stock, par value $100 per share;
     authorized 50,000 shares, issued and
     outstanding 40,000 shares                                         4,000
   Additional paid-in capital                                         41,870
   Retained earnings                                                  30,551
   Accumulated other comprehensive income                               (979)
                                                                  ----------
   Total Stockholder's Equity                                         75,442
                                                                  ----------
                                                                  $2,381,039
                                                                  ==========


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                   F-II(U)-1
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                 (IN THOUSANDS)
                                   (UNAUDITED)


INCOME:
Insurance revenues:
   Contract charges                                                  $24,413
   Premium-reinsurance ceded                                          (4,232)
   Reinsurance ceded allowance                                         1,801
Investment revenues:
   Investment income, net                                              8,765
   Realized gain(loss), net                                              (51)
Other                                                                  1,620
                                                                     -------
                                                                      32,316
                                                                     -------
BENEFITS AND EXPENSES:
Policy benefits:
   Death benefits                                                      1,061
   Interest credited                                                   7,651
   Increase in policy and contract reserves                              352
   Other                                                                 118
Sales and operating expenses                                          10,827
Amortization of deferred policy
   acquisition costs                                                   7,492
                                                                     -------
                                                                      27,501
                                                                     -------
INCOME BEFORE FEDERAL INCOME TAXES                                     4,815
                                                                     -------
Income taxes--current                                                  2,422
Income taxes--deferred                                                  (724)
                                                                     -------
        Total income taxes                                             1,698
                                                                     -------
NET INCOME                                                           $ 3,117
                                                                     =======




THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                    F-II(U)-2

<PAGE>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                        STATEMENT OF COMPREHENSIVE INCOME
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                 (IN THOUSANDS)
                                   (UNAUDITED)



Net income                                                            $3,117
Other comprehensive income, net of tax:
   Unrealized gain(loss) on securities:
     Unrealized holding gains arising
        during the period (net of deferred
        tax of $1,021)                                                (1,897)
     Reclassification adjustment for gain(loss)
        included in net income (net of deferred
        tax of $18)                                                       34
                                                                     -------
   Other comprehensive income (loss)                                  (1,863)
                                                                     -------
Comprehensive income                                                  $1,254
                                                                     =======





THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                    F-II(U)-3




<PAGE>
<TABLE>
<CAPTION>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                        STATEMENT OF STOCKHOLDER'S EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                          (IN THOUSANDS, EXCEPT SHARES)
                                   (UNAUDITED)


                                                                       ACCUMULATED
                                                 ADDITIONAL               OTHER
                                 COMMON STOCK     PAID-IN    RETAINED COMPREHENSIVE
                                SHARES   AMOUNT   CAPITAL    EARNINGS     INCOME     TOTAL
                                ------   ------   -------    --------  -----------  -------
<S>                             <C>      <C>      <C>       <C>          <C>       <C>
BALANCE, January 1, 1999        40,000   $4,000   $ 40,370  $ 27,434     $   884   $ 72,688
   Capital contribution from
    AMAL Corporation                --       --      1,500        --          --      1,500
   Net unrealized investment
    loss, net                       --       --         --        --      (1,863)    (1,863)
   Net income                       --       --          -     3,117          --      3,117
                                ------   ------    -------  --------    --------   --------
BALANCE, June 30, 1999          40,000   $4,000   $ 41,870  $ 30,551     $  (979)  $ 75,442
                                ------   ------   --------  --------    --------   --------




THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</TABLE>


                                    F-II(U)-4




<PAGE>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                 (IN THOUSANDS)
                                   (UNAUDITED)




OPERATING ACTIVITIES
Net Income                                                           $ 3,117
Adjustments to reconcile net income to net cash
   provided by operating activities:
   Amortization of deferred policy acquisition
    costs                                                              7,492
   Policy acquisition costs deferred                                 (21,428)
   Interest credited to contract values                                7,651
   Amortization of discounts or premiums                                  51
   Net gains on other invested assets                                 (2,817)
   Net realized loss on investment transactions                           51
   Deferred income taxes                                                (724)
   Change in assets and liabilities:
     Accrued investment income                                          (284)
     Reinsurance recoverable-affiliates                                  455
     Prepaid reinsurance premium-affiliates                             (102)
     Other assets                                                       (244)
     Policy and contract reserves                                        352
     Policy and contract claims                                         (179)
     Unearned policy charges                                              84
     Federal income tax payable-current                               (1,345)
     Unearned reinsurance ceded allowance                                104
     Other liabilities                                                 1,685
                                                                     -------
   Net cash from operating activities                                 (6,081)
                                                                     -------
INVESTING ACTIVITIES
Purchase of fixed maturity securities
  available for sale                                                 (27,822)
Purchase of other invested assets                                     (1,253)
Proceeds from maturities or repayment of
   fixed maturity securities available for sale                        4,472
Proceeds from sales of fixed maturity securities
   available for sale                                                  2,439
Proceeds from the sale of other invested assets                        1,150
Net change in loans on insurance policies                             (2,187)
                                                                     --------
   Net cash from investing activities                                (23,201)
                                                                     -------
FINANCING ACTIVITIES
Capital contribution                                                   1,500
Net change in accumulated contract values                             22,692
                                                                     -------
  Net cash from financing activities                                  24,192
                                                                     -------
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                         (5,090)
CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                                           12,011
                                                                     -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $6,921
                                                                     =======

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes                                           $ 3,767




THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                    F-II(U)-5



<PAGE>


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)


1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Ameritas Variable Life Insurance  Company (the Company),  a stock life insurance
company domiciled in the State of Nebraska, is a wholly-owned subsidiary of AMAL
Corporation,  a holding company 66% owned by Ameritas Life Insurance Corporation
(ALIC) and 34% owned by AmerUs  Life  Insurance  Company  (AmerUs).  The Company
began issuing  variable life  insurance and variable  annuity  policies in 1987,
fixed  premium  annuities  in 1996 and equity  indexed  annuities  in 1997.  The
variable  life,  variable  annuity,  fixed  premium  annuity and equity  indexed
annuity policies are not participating with respect to dividends.

USE OF ESTIMATES

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



2. BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL STATEMENTS:

Management  believes that all  adjustments,  consisting of only normal recurring
accruals,  considered necessary for a fair presentation of the unaudited interim
financial  statements  have been  included.  The results of  operations  for any
interim period are not necessarily  indicative of results for the full year. The
unaudited  interim  financial  statements should be read in conjunction with the
audited financial  statements and notes thereto for the years ended December 31,
1998, 1997 and 1996.



                                   F-II(U)-6
<PAGE>

APPENDIX A

ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES

The  following  tables  illustrate  how the Cash Values and Death  Benefits of a
Policy may change with the  investment  experience of the Fund.  The tables show
how the Cash  Values and Death  Benefits  of a Policy  issued to an Insured of a
given age and  specified  underwriting  risk  classification  who pays the given
premium  at issue  would vary over time if the  investment  return on the assets
held in each portfolio of the Funds were a uniform, gross, after-tax annual rate
of 0%,  6%, or 12%.  The tables on pages A-3  through  A-6  illustrate  a Policy
issued to a male, age 35, under a preferred rate  non-smoker  underwriting  risk
classification.  This Policy provides for a standard smoker and non-smoker,  and
preferred  non-smoker  classification  and different rates for certain Specified
Amounts.  The Cash Values and Death Benefits would be different from those shown
if the gross annual  investment  rates of return averaged 0%, 6%, and 12% over a
period of years,  but  fluctuated  above and below those averages for individual
Policy Years, or if the Insured were assigned to a different  underwriting  risk
classification.

The second column of the tables shows the accumulated value of the premiums paid
at 5%. The  following  columns  show the Death  Benefits and the Cash Values for
uniform  hypothetical rates of return shown in these tables. The tables on pages
A-3 and A-5 are based on the current cost of insurance  rates,  current  expense
deductions and the maximum percent of premium loads.  These reflect the basis on
which  AVLIC  currently  sells  its  Policies.  The  maximum  allowable  cost of
insurance rates under the Policy are based upon the 1980 Commissioner's Standard
Ordinary Smoker and Non-Smoker,  Male and Female Mortality  Tables.  Since these
are recent tables and are split to reflect  smoking  habits and sex, the current
cost of insurance rates used by AVLIC are at this time equal to the maximum cost
of  insurance  rates  for  many  ages.  AVLIC   anticipates   reflecting  future
improvements in actual mortality  experience through  adjustments in the current
cost of insurance rates actually applied.  AVLIC also anticipates reflecting any
future  improvements in expenses  incurred by applying lower percent of premiums
of loads and other expense deductions.  The Death Benefits and Cash Values shown
in the tables on pages A-4 and A-6 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,  Cash Surrender Values and Cash 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  at an  equivalent  annual  rate of .89% (which is in
excess of the current  equivalent  annual rate of .87% of the aggregate  average
daily net assets of the Funds)  and the daily charge by AVLIC to each Subaccount
for assuming  mortality  and expense  risks and  administrative  costs (which is
equivalent  to a charge at an annual  rate of 1.20% of the average net assets of
the Subaccounts). After deduction of these amounts, the illustrated gross annual
investment  rates of return of 0%, 6%, and 12%,  correspond to  approximate  net
annual rates of -2.06%, 3.94%, and 9.94% respectively.

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  whereby  interest earned on uninvested cash
balances  was used to  reduce  custodian  expenses.  Without  these  reductions,
expenses would have been higher.  The investment  advisor or other affiliates of
the various Funds have agreed to reimburse the portfolios to the extent that the
aggregate  operating  expenses  (certain  portfolio's may exclude certain items)
were in  excess  of an  annual  rate  of .30%  for  the  Ameritas  Money  Market
portfolio,  .28% for the  Ameritas  Index 500  Portfolio,  .79% for the Ameritas
Growth portfolio;  .70% for the Ameritas Income & Growth portfolio, .89% for the
Ameritas Small  Capitalization  portfolio,  .84% for the Ameritas  MidCap Growth
portfolio,  .85%  for the  Ameritas  Emerging  Growth  portfolio,  .86%  for the
Ameritas Research portfolio, .88% for the Ameritas Growth With Income portfolio,
1.25% for the Alger American  Balanced  portfolio;  1.50% for the Alger American
Leveraged AllCap portfolio,  1.20% for the MSDW Asian Equity, 1.15% for the MSDW
Global Equity and MSDW International Magnum, 1.10% for the MSDW U.S. Real Estate
Portfolios  of daily net  assets.  MFS Co. has agreed to bear  expenses  for the
Global Governments Series and New Discovery Series,  subject to reimbursement by
the 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  hypothetical  values  shown in the tables do not  reflect  any  charges for
federal income tax burden attributable to Separate Account V, 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.)


                                       A-1

<PAGE>


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 Separate  Account V, and if no Policy loans
have been made.  The tables  are also based on the  assumptions  that the Policy
Owner has not requested an increase or decrease in the initial Specified Amount,
that no  partial  withdrawals  have been  made,  and that no more  than  fifteen
transfers  have been made in any Policy  Year so that no transfer  charges  have
been  incurred.  Illustrated  values would be different if the proposed  Insured
were female, a smoker, in substandard risk classification,  or were another age,
or if a higher or lower premium was illustrated.

Upon request, AVLIC will provide comparable illustration based upon the proposed
Insured's age, sex and underwriting  classification,  the Specified Amount,  the
Death Benefit option, and Planned Periodic Premium schedule  requested,  and any
available riders requested. In addition, upon client request,  illustrations may
be furnished reflecting  allocation of premiums to specified  Subaccounts.  Such
illustrations will reflect the expenses of the portfolio in which the Subaccount
invests.


                                       A-2

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

                               ENDOWMENT AT AGE 95

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

                       MINIMUM FIRST YEAR PREMIUM: $10000
                        INITIAL SPECIFIED AMOUNT: $55620
                             DEATH BENEFIT OPTION: A

                USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                               Cash Value Less Any
                           Cash Surrender Charge (l)(2)          Death Benefit (1)(2)
                          ----------------------------           --------------------


            Accumulated Assuming Hypothetical Gross            Assuming Hypothetical Gross
  End Of    Premiums At  Annual Investment Rate of Return Of:  Annual Investment Rate of Return Of:
  Policy    5% Interest    0% Gross    6% Gross   12% Gross     0% Gross   6%Gross    12%Gross
   Year      Per Year    (-2.09% net) (3.91% net) (9.91% net) (6.00% net) (9.91% net) (12.00%)
  ------    ----------   -----------   ---------  ----------  -----------  ---------  ----------
<S>            <C>           <C>         <C>         <C>         <C>         <C>        <C>
    1          10500          8815        9413      10011         55620      55620       55620
    2          11025          8532        9735      11010         55620      55620       55620
    3          11576          8249       10065      12105         55620      55620       55620
    4          12155          8016       10453      13356         55620      55620       55620
    5          12762          7882       10949      14822         55620      55620       55620
    6          13400          7796       11503      16466         55620      55620       55620
    7          14071          7807       12163      18349         55620      55620       55620
    8          14774          7715       12730      20286         55620      55620       55620
    9          15513          7419       13104      22193         55620      55620       55620
   10          16288          7118       13484      24288         55620      55620       55620

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

Ages
   60          33863           876       19333     94459          55620      55620       126576
   65          43219            0*       21064    149151             0*      55620       181964
   70          55160            0*       21998    235218             0*      55620       272853
   75          70399            0*       20803    371035             0*      55620       397007

</TABLE>

* In the absence of an additional premium

1)  Assumes a minimum  first  year  premium  of $l0000 is paid at issue  with no
additional premium payment. Values would be difference if premiums are paid with
a different frequency or in different amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient  cash value.  Should a policy
lapse with loans  outstanding  the portion ofthe loans  attributable to earnings
will become taxable.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  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.



                                       A-3
<PAGE>

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

                               ENDOWMENT AT AGE 95

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

                       MINIMUM FIRST YEAR PREMIUM: $10000
                        INITIAL SPECIFIED AMOUNT: $55620
                             DEATH BENEFIT OPTION: A

              USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE

                               Cash Value Less Any
                           Cash Surrender Charge (l)(2)          Death Benefit (1)(2)
                          ----------------------------           --------------------


            Accumulated Assuming Hypothetical Gross            Assuming Hypothetical Gross
  End Of    Premiums At  Annual Investment Rate of Return Of:  Annual Investment Rate of Return Of:
  Policy    5% Interest    0% Gross    6% Gross   12% Gross     0% Gross   6%Gross    12%Gross
   Year      Per Year    (-2.09% net) (3.91% net) (9.91% net) (6.00% net) (9.91% net) (12.00%)
  ------    ----------   -----------   ---------  ----------  -----------  ---------  ----------
<S>            <C>           <C>         <C>         <C>         <C>         <C>        <C>
    1          10500          8565        9163       9761         55620      55620       55620
    2          11025          8382        9585      10860         55620      55620       55620
    3          11576          8199       10015      12055         55620      55620       55620
    4          12155          8016       10453      13356         55620      55620       55620
    S          12762          7882       10949      14822         55620      55620       55620
    6          13400          7796       11503      16466         55620      55620       55620
    7          14071          7807       12163      18349         55620      55620       55620
    8          14774          7715       12730      20286         55620      55620       55620
    9          15513          7419       13104      22193         55620      55620       55620
   10          16288          7118       13484      24288         55620      55620       55620

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

 Ages
   60          33863           725       19211      94343         55620      55620      126420
   65          43219             0*      20225     148329             0*     55620      180961
   70          55160             0*      19450     232468             0*     55620      269663
   75          70399             0*      14584     364477             0*     55620      389991
</TABLE>

* In the absence of an additional premium

1)  Assumes a minimum  first  year  premium  of $10000 is paid at issue  with no
additional premium payment. Values would be difference if premiums are paid with
a different frequency or in different amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient  cash value.  Should a policy
lapse with loans  outstanding  the portion ofthe loans  aifributable to earnings
will become taxable.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  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.


                                       A-4


<PAGE>

<TABLE>
<CAPTION>

ILLUSTRATION OF POLICY VALUES AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               ENDOWMENT AT AGE 95

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

                       MINIMUM FIRST YEAR PREMIUM: $10000
                        INITIAL SPECIFIED AMOUNT: $55620
                             DEATH BENEFIT OPTION: B

                USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                               Cash Value Less Any
                           Cash Surrender Charge (l)(2)          Death Benefit (1)(2)
                          ----------------------------           --------------------


            Accumulated Assuming Hypothetical Gross            Assuming Hypothetical Gross
  End Of    Premiums At  Annual Investment Rate of Return Of:  Annual Investment Rate of Return Of:
  Policy    5% Interest    0% Gross    6% Gross   12% Gross     0% Gross   6%Gross    12%Gross
   Year      Per Year    (-2.09% net) (3.91% net) (9.91% net) (6.00% net) (9.91% net) (12.00%)
  ------    ----------   -----------   ---------  ----------  -----------  ---------  ----------
<S>            <C>           <C>         <C>         <C>         <C>         <C>        <C>
    1          10500          8798        9395       9992         65318      65915       66512
    2          11025          8499        9698      10969         65019      66218       67489
    3          11576          8199       10006      12035         64719      66526       68555
    4          12155          7950       10369      13251         64420      66839       69721
    5          12762          7799       10837      14673         64119      67157       70993
    6          13400          7696       11358      16263         63816      67478       72383
    7          14071          7689       11982      18081         63509      67802       73901
    8          14774          7579       ~2509      19938         63199      68129       75558
    9          15513          7264       12836      21747         62884      68456       77367
   10          16288          6944       13164      23723         62564      68784       79343

   15          20789          5220       14761      36685         60840      70381       92305
   20          26532          3145       16095      56787         58765      71715      112407

Ages
   60          33863           450       16760      87945         56070      72380      143565
   65          43219             0*      16598     136807             0*     72218      192427
   70          55160             0*      14337     212866             0*     69957      268486
   75          70399             0*       7785     330599             0*     63405      386219
</TABLE>

* In the absence of an additional premium

1)  Assumes a minimum  first  year  premium  of $l0000 is paid at issue  with no
additional premium payment. Values would be difference if premiums are paid with
a different frequency or in different amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient  cash value.  Should a policy
lapse with loans  outstanding  the portion ofthe loans  attributable to earnings
will become taxable.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  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.



                                       A-5

<PAGE>
<TABLE>
<CAPTION>

ILLUSTRATION OF POLICY VALUES
AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               ENDOWMENT AT AGE 95

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

                       MINIMUM FIRST YEAR PREMIUM: $10000
                        INITIAL SPECIFIED AMOUNT: $55620
                             DEATH BENEFIT OPTION: B

           USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                                Cash Value Less Any
                           Cash Surrender Charge (l)(2)          Death Benefit (1)(2)
                          ----------------------------           --------------------


            Accumulated Assuming Hypothetical Gross            Assuming Hypothetical Gross
  End Of    Premiums At  Annual Investment Rate of Return Of:  Annual Investment Rate of Return Of:
  Policy    5% Interest    0% Gross    6% Gross   12% Gross     0% Gross   6%Gross    12%Gross
   Year      Per Year    (-2.09% net) (3.91% net) (9.91% net) (6.00% net) (9.91% net) (12.00%)
  ------    ----------   -----------   ---------  ----------  -----------  ---------  ----------
<S>            <C>           <C>         <C>         <C>         <C>         <C>        <C>
    1          10500          8548        9145       9742         65318      65915       66512
    2          11025          8349        9548      10819         65019      66218       67489
    3          11576          8149        9956      11985         64719      66526       68555
    4          12155          7950       10369      13251         64420      66839       69721
    5          12762          7799       10837      ~4673         64119      67157       70993
    6          13400          7696       11358      16263         63816      67478       72383
    7          14071          7689       11982      18081         63509      67802       73901
    8          14774          7519       12509      19938         63199      68129       75558
    9          15513          7264       12836      21747         62884      68456       77367
   10          16288          6944       13164      23723         62564      68784       79343

   15          20789          5220       14761      36685         60840      70381       92305
   20          26532          3134       16083      56775         58754      71703      112395

Ages
   60          33863           296       16581      87738         55916      72201      143358
   65          43219             0*      15348     135315             0*     70968      190935
   70          55160             0*      10689     208044             0*     66309      263664
   75          70399             0*          0*    318899             0*         0*     374519
</TABLE>

* In the absence of an additional premium

1)  Assumes a minimum  first  year  premium  of $l0000 is paid at issue  with no
additional premium payment. Values would be difference if premiums are paid with
a different frequency or in different amounts.

2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
cause this policy to lapse because of insufficient  cash value.  Should a policy
lapse with loans  outstanding  the portion ofthe loans  attributable to earnings
will become taxable.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  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.

                                       A-6


<PAGE>



INCORPORATION BY REFERENCE


The  Registrant,  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:


                          Calvert Variable Series, Inc.
                               Ameritas Portfolios
                            Registration No. 2-80154


                      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
meets all the requirements for  effectiveness of this  Post-Effective  Amendment
No.  23 to  the  Registration  Statement  pursuant  to  Rule  485(a)  under  the
Securities  Act of 1933  and  has  caused  this  Amendment  to the  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized  in the City of Lincoln,  County of  Lancaster,  State of Nebraska on
this 26th day of August, 1999.


                                       AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                                 SEPARATE ACCOUNT V, Registrant

                            AMERITAS VARIABLE LIFE INSURANCE COMPANY, Depositor



Attest: /s/Donald R. Stading                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    August 26, 1999
- ------------------------     and Chief Executive Officer
    Lawrence J. Arth


/s/ William J. Atherton      Director, President and            August 26, 1999
- -------------------------    Chief Operating Officer
    William J. Atherton


/s/ Kenneth C. Louis         Director, Executive Vice President  August 26, 1999
- -------------------------
    Kenneth C. Louis


/s/ Gary R. McPhail          Director, Executive Vice President  August 26, 1999
- -------------------------
    Gary R. McPhail


/s/ Thomas C. Godlasky       Director, Senior Vice President     August 26, 1999
- -------------------------    and Chief Investment Officer
    Thomas C. Godlasky


/s/ JoAnn M. Martin          Director, Controller                August 26, 1999
- -------------------------
    JoAnn M. Martin


<PAGE>


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

/s/ Michael G. Fraizer
- -------------------------           Director                     August 26, 1999
    Michael G. Fraizer


/s/ William W. Lester
- -------------------------           Treasurer                    August 26, 1999
    William W. Lester


/s/ Donald R. Stading
- -------------------------      Secretary and General Counsel     August 26, 1999
    Donald R. Stading



<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:
  The facing sheet.

  The prospectus  consisting of 95 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) Russell J. Wiltgen
    (b) Donald R. Stading
    (c) Deloitte & Touche LLP Independent Auditors


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

         (e) Form of Participation Agreement in the Calvert Variable Series,
             Inc. Ameritas Portfolios******
   (9)   Not applicable.

   (10)  Application for Policy.*
   (11)  Memorandum describing AVLIC's exchange procedure.*****

   (12)  Memorandum  describing  AVLIC's  issuance,   transfer,  and  redemption
         procedures  for the  Policy.*****
2.(a)(b) Opinion and Consent of Donald R. Stading, 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
 7.(a)(b) Opinion and Consent of Actuary
 8. Consent of  Independent Auditors
 9. Form of Notice of Withdrawal Right and Refund pursuant to Rule 6e-3(T)(b)
   (13)(viii) under the Investment Company Act of 1940.***

*       Incorporated by reference to the Post-Effective  Amendment No. 18 to the
        Registration  Statement  for Ameritas  Variable Life  Insurance  Company
        Separate Account V. File No. 33-1576, filed February 29, 1996.
**      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.
*****   Incorporated by reference to the Post-Effective  Amendment No. 20 to the
        Registration  Statement  for Ameritas  Variable Life  Insurance  Company
        Separate Account V, File No. 33-176, filed April 3, 1998.

******  Incorporated  by  reference  to  Post-Effective  Amendment  No. 5 to the
        Registration  Statement  for Ameritas  Variable Life  Insurance  Company
        Separate Account V, File No. 333-15585, filed August 30, 1999.


<PAGE>



                                  EXHIBIT INDEX


EXHIBIT                                                                PAGE
- -------
2.(a)(b)   Opinion and Consent of Donald R. Stading

7.(a)(b)   Opinion and Consent of Russell J. Wiltgen

8.         Consent of Deloitte & Touche LLP




                                EXHIBIT 2.(A)(B)

                    Opinion and Consent of Donald R. Stading



<PAGE>
                                   AMERITAS VARAIBLE LIFE INSURANCE COMPANY LOGO


August 30, 1999




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

Gentlemen:

With reference to Post-Effective  Amendment No. 23 on Form S-6 filed by Ameritas
Variable Life Insurance  Company and Ameritas  Variable Life  Insurance  Company
Separate Account V with the Securities & Exchange  Commission  covering flexible
premium life insurance policies, I have examined such documents and such laws as
I considered necessary and appropriate, and on the basis of such examination, it
is my opinion that:

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

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

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

I  hereby  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
Post-Effective  Amendment No. 23 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/ Donald R. Stading
Donald R. Stading
Secretary and General Counsel





                                EXHIBIT 7.(A)(B)

                    Opinion and Consent of Russell J. Wiltgen




<PAGE>
                                              AMERITAS LIFE INSURANCE CORP. LOGO


August 30, 1999



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


Gentlemen:


This  opinion is  furnished  in  connection  with the  registration  by Ameritas
Variable Life Insurance  Company of Nebraska of a flexible premium variable life
insurance policy  ("Contract")  under the Securities Act of 1933. The prospectus
included in Post-  Effective  Amendment  No. 23 to  Registration  Statement  No.
33-1576 on Form S-6 describes  the  Contract.  The form of Contract was prepared
under my  direction  and I am  familiar  with  the  Registration  Statement  and
Exhibits  thereto.  This contract was developed and filed under  Securities  and
Exchange  Commission Rule 6E-3(T), as interpreted at this time by the SEC staff.
In my opinion:


The  illustrations  of death  benefits  and cash values  included in the section
entitled  "Illustrations of Death Benefits and Cash Values" in the Appendices of
the  prospectus,  based on the  assumptions  stated  in the  illustrations,  are
consistent  with the  provisions  of the  Contract.  The rate  structure  of the
Contract has not been designed so as to make the  relationship  between premiums
and  benefits,  as  shown  in  the  illustrations,   appear  more  favorable  to
prospective  purchasers  of the  Contract  for male age 45, than to  prospective
purchasers of the Contract for other ages or for females.


I hereby consent to the use of this opinion as an exhibit to the  Post-Effective
Amendment No. 23 to the  Registration  Statement and to the reference to my name
under the heading "Experts" in the prospectus.

Very truly yours,



/s/ Russell J. Wiltgen
Russell J. Wiltgen
Vice President - Individual Product Management


                                   EXHIBIT 8.

                        Consent of Deloitte & Touche LLP



<PAGE>

INDEPENDENT AUDITORS' CONSENT



We consent to the use in this  Post-Effective  Amendment No. 23 to  Registration
Statement No.  33-1576 of Ameritas  Variable  Life  Insurance  Company  Separate
Account V of our reports dated February 5, 1999, on the financial  statements of
Ameritas  Variable Life Insurance  Company and Ameritas  Variable Life Insurance
Company Separate Account V appearing in the Prospectus,  which is a part of such
Registration  Statement,  and to the reference to us under the heading "Experts"
in such Prospectus.



/s/ Deloitte & Touche LLP

Lincoln, Nebraska
August 27, 1999



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