AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCOUNT V
S-6/A, 1999-07-14
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           As filed with the Securities and Exchange Commission on


                                  July 14, 1999

                           Registration No. 333-71505


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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                          Pre-Effective Amendment No. 2
                                       to


                                    Form S-6

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


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

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


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

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


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

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


                                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 of the Registration Statement.

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

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


<PAGE>

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

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

         1                Cover Page
         2                Cover Page
         3                Not Applicable
         4                Ameritas Variable Life Insurance Company; Distribution
                          of the Policies
         5                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; 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; 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

<PAGE>

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

             45          Not Applicable
             46          The Funds; Accumulation Value
             47          The Funds
             48          State Regulation
             49          Not Applicable
             50          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 VARIABLE LIFE INSURANCE COMPANY LOGO

PROSPECTUS




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


BRAVO!  is a survivorship  flexible  premium  variable  universal life insurance
Policy ("Policy"), issued by Ameritas Variable Life Insurance Company ("AVLIC"),
that pays a death benefit upon the Second Death.  There is no benefit payable on
the death of the first Insured.  Like  traditional  life insurance  policies,  a
BRAVO! Policy provides Death Benefits to Beneficiaries and gives you, the Policy
Owner,  the  opportunity  to increase the  Policy's  value.  Unlike  traditional
policies,  BRAVO!  lets you vary the frequency  and amount of premium  payments,
rather than follow a fixed premium payment schedule. It also lets you change the
level of Death Benefits as often as once each year.


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


The Investment Options available through BRAVO!  include  investment  portfolios
managed by Fidelity Management & 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 BRAVO!  prospectus.  You may also
choose to allocate premium payments to the Fixed Account managed by AVLIC.


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

This  BRAVO!   prospectus  is  designed  to  assist  you  in  understanding  the
opportunity  and  risks  associated  with  the  purchase  of  a  BRAVO!  Policy.
Prospective 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 BRAVO!
Policy,  information  about AVLIC, a list of the investment  portfolios to which
you may allocate  premium  payments,  and a detailed  description  of the BRAVO!
Policy.  The appendix to the prospectus  includes  tables designed to illustrate
how values and Death Benefits may change with the  investment  experience of the
Investment Options.

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

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

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

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
regulatory  authority has approved  these  securities,  or determined  that this
prospectus  is accurate or  complete.  Any  representation  to the contrary is a
criminal offense.



                                    ______ , 1999

                                     BRAVO!
                                        1

<PAGE>

TABLE OF CONTENTS                                                           PAGE

DEFINITIONS..................................................................  3
SUMMARY......................................................................  6
YEAR 2000.................................................................... 10
AVLIC, THE SEPARATE ACCOUNT AND THE FUNDS ................................... 11
         Ameritas Variable Life Insurance Company............................ 11
         The Separate Account  .............................................. 11
         Performance Information............................................. 12
         The Funds........................................................... 12
         Investment Objectives and Policies of the Funds' Portfolios......... 14
         Addition, Deletion or Substitution of Investments................... 18
         Fixed Account....................................................... 18
POLICY BENEFITS.............................................................. 19
         Purposes of the Policy.............................................. 19
         Death Benefit Proceeds.............................................. 19
         Death Benefit Options............................................... 20
         Methods of Affecting Insurance Protection........................... 21
         Duration of Policy.................................................. 21
         Accumulation Value.................................................. 21
         Payment of Policy Benefits.......................................... 22
POLICY RIGHTS................................................................ 23
         Loan Benefits....................................................... 23
         Surrenders.......................................................... 24
         Partial Withdrawals................................................. 24
         Transfers........................................................... 24
         Systematic Programs................................................. 25
         Free Look Privilege................................................. 25
PAYMENT AND ALLOCATION OF PREMIUMS........................................... 25
         Issuance of a Policy................................................ 25
         Premiums............................................................ 26
         Allocation of Premiums and Accumulation Value....................... 27
         Policy Lapse and Reinstatement...................................... 27
CHARGES AND DEDUCTIONS....................................................... 28
         Deductions From Premium Payments.................................... 28
         Charges From Accumulation Value..................................... 28
         Surrender Charge.................................................... 29
         Daily Charges Against the Separate Account.......................... 30
         Fund Expense Summary................................................ 30
GENERAL PROVISIONS........................................................... 32
DISTRIBUTION OF THE POLICIES................................................. 35
FEDERAL TAX MATTERS.......................................................... 35
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS................................. 38
THIRD PARTY SERVICES......................................................... 38
VOTING RIGHTS................................................................ 38
STATE REGULATION OF AVLIC.................................................... 38
EXECUTIVE OFFICERS AND DIRECTORS OF AVLIC.................................... 38
LEGAL MATTERS................................................................ 40
LEGAL PROCEEDINGS............................................................ 40
EXPERTS...................................................................... 40
ADDITIONAL INFORMATION....................................................... 40
FINANCIAL STATEMENTS......................................................... 41
AMERITAS VARIABLE LIFE INSURANCE COMPANY SEPARATE ACCOUNT V............... F-I-1
AMERITAS VARIABLE LIFE INSURANCE COMPANY................................. F-II-I
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.


                                     BRAVO!
                                        2

<PAGE>

DEFINITIONS

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

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

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

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

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

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

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


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


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

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



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

GENERAL  ACCOUNT - The General  Account of AVLIC  includes all of AVLIC's assets
except those assets  segregated into separate  accounts such as 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.  If the Policy Owner makes the payment
specified in the notification of lapse, the Policy will not lapse.

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

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

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

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

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


                                     BRAVO!
                                        3

<PAGE>

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

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

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

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


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


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

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

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


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


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

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

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

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

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

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

POLICY  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.  A  "Policy  Month"  is  measured  from the same date in each
succeeding month as the Policy Date.

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


                                     BRAVO!
                                        4

<PAGE>

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

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

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

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

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 for the Net Cash Surrender Value while
at least one Insured is alive.

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

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

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


                                     BRAVO!
                                        5

<PAGE>

SUMMARY

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

                                DIAGRAM OF POLICY

                                PREMIUM PAYMENTS
                       You can vary amount and frequency.


                            DEDUCTIONS FROM PREMIUMS

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


                                   NET PREMIUM


The net premium may be  invested in the Fixed  Account or in Separate  Account V
which  offers  26  different   Subaccounts.   The  Subaccounts   invest  in  the
corresponding portfolios of Variable Insurance Products Fund, Variable Insurance
Products Fund II, The Alger  American  Fund, MFS Variable  Insurance  Trust,  or
Morgan Stanley Dean Witter Universal Funds, Inc. ("Funds").


                             DEDUCTIONS FROM ASSETS

Monthly charge for Cost of Insurance and cost of any riders.

Monthly  charge  for  administrative  expenses  of the  Policy  (maximum  charge
$16.00/month  plus a charge per month per $1000 of Specified  Amount that varies
by the younger Insured's Issue Age).


<TABLE>
<CAPTION>
<S>                            <C>             <C>              <C>                 <C>          <C>           <C>            <C>
                                  Current Monthly Charge                              Plus        Current Monthly Charge
                                  For Specified Amounts:                                           By Issue Age (/1000/month):

                                   Up to        $1,000,000 up     $5,000,000
                                   $1,000,000   to $5,000,000      or more                        20 - 44        45 - 64        65 +
                                   ----------   -------------      -------                        -------        -------        ----
Policy Year:
1 - 5                            $16.00          $ 8.00            $ 0.00                         $.10           $.08           $.05
6 +                              $ 8.00          $ 4.00            $ 0.00                         $.00           $.00           $.00

Maximum
Monthly Charge:                  $16.00          $16.00            $16.00             Plus        $.10           $.08           $.05



Daily charge from the Subaccounts (not deducted from the Fixed Account):

                                                        Policy Years 1-15                              Policy Years 16+

Mortality and Expense Risk Charge                             0.75%                                          0.30%
Asset-Based Administrative Expense Charge                     0.15%                                          0.15%
                                                              -----                                          -----
Combined annual rate of Subaccount
    daily charges                                             0.90%                                          0.45%

</TABLE>

                                     BRAVO!
                                        6

<PAGE>


Fund expense charges,  which ranged from .28% to 1.95% at the most recent fiscal
year end, are also deducted.

<TABLE>
<CAPTION>
<S>                                                        <C>                               <C>
           LIVING BENEFITS                                  RETIREMENT INCOME                  DEATH BENEFITS

You may make  partial  withdrawals,  subject  to            Loans  may be  available  on a     Generally, Death
certain restrictions.  The Death Benefit will be            more favorable interest  rate      Benefit  income is tax
reduced  by the  amount  of the  partial withdrawal.        basis after the tenth Policy Year. free to the  Beneficiary.
AVLIC guarantees up to 15 free transfers                    Should the Policy lapse while      The Beneficiary may be
between the Investment  Options each Policy Year.           loans are outstanding, the         paid a lump sum or may
Under current practice, unlimited  free  transfers          portion of the loan attributable   select  any of the five
are  permitted.                                             to earnings will become  taxable   payment  methods
You may Surrender the Policy at any time for its            distributions.  (See page 24)      available as retirement
Net Cash Surrender Value.                                                                      benefits.
Some expenses that AVLIC incurs immediately                 You may Surrender the Policy
upon the issuance of the Policy are recovered  over         or make a partial withdrawal and
a period of years. Therefore, a Policy Surrender on or      take values as payments
before the 14th  anniversary  date will be assessed         under one or more of five
a Surrender Charge. The charge decreases each year          different payment options.
until no Surrender  Charge is applied  after the
14th Policy Year.  Increases in coverage  after
issue will also have a Surrender  Charge  associated
with them.  (See pages 24 and 29.)
Accelerated  payment of up to 50% of the lowest
scheduled Death Benefit is available under certain
conditions if the surviving Insured is suffering from
terminal illness.
</TABLE>

SUMMARY
The following summary is intended to highlight the most important  features of a
BRAVO! 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.  As you review this summary,
take note of the terms that appear in italics.  Each  italicized term is 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 BRAVO! Policy, which is available upon request from AVLIC.

WHO IS THE ISSUER OF A BRAVO! POLICY?
AVLIC  is the  issuer  of  each  BRAVO!  Policy.  AVLIC  enjoys  a  rating  of A
(Excellent)  for  financial  strength and operating  performance  from A.M. Best
Company, a firm that analyzes insurance  carriers.  This is the third highest of
Best's 15  categories.  AVLIC is rated AA (Very Strong) for financial  insurance
strength from Standard & Poor's.  This is the third highest of Standard & Poor's
21 ratings.  A stock life insurance  company  organized in Nebraska,  AVLIC is a
wholly owned subsidiary of AMAL Corporation which is, in turn, owned by Ameritas
Life  Insurance  Corp.  ("Ameritas  Life") and  AmerUs  Life  Insurance  Company
("AmerUs Life").  Ameritas Life, AmerUs Life and AMAL Corporation  guarantee the
obligations  of AVLIC,  including  the  obligations  of AVLIC  under each BRAVO!
Policy;  taken  together,  these  companies have aggregate  assets of over $14.5
billion as of December  31,  1998.  (See the section on Ameritas  Variable  Life
Insurance Company.)

WHY SHOULD I CONSIDER PURCHASING A BRAVO! POLICY?
The primary purpose of a BRAVO!  Policy is to provide life insurance  protection
on the two Insureds named in the Policy.  This means that, so long as the Policy
is in force,  it will provide for:  |X| 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.) |X| Policy loan,  Surrender and  withdrawal
features  (See the section on Policy  Rights.) A BRAVO!  Policy also includes an
investment  component.  This means that, so long as the Policy is in force,  you
will be  responsible  for  selecting  the manner in which Net  Premiums  will be
invested.  Thus,  the value of a BRAVO!  Policy  will  reflect  your  investment
choices over the life of the Policy.

                                     BRAVO!
                                       7

<PAGE>

HOW DOES THE INVESTMENT COMPONENT OF MY BRAVO! 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
BRAVO!  Policy  Owners and  owners of  certain  other  variable  universal  life
products  offered  by  AVLIC.  Separate  Account  V  is  divided  into  separate
Subaccounts.  Each  Subaccount  invests  exclusively  in  shares  of  one of the
investment  portfolios  available  through BRAVO! Each Policy Owner may allocate
Net  Premiums to one or more  Subaccounts,  or to AVLIC's  Fixed  Account in the
initial  application.  These  allocations  may be changed,  without  charge,  by
notifying  AVLIC's Home Office.  The  aggregate  value of your  interests in the
Subaccounts,  the Fixed  Account and any amount  held in the General  Account to
secure Policy debt will represent the Accumulation Value of your BRAVO!  Policy.
(See the section on Accumulation Value.)

WHAT INVESTMENT OPTIONS ARE AVAILABLE THROUGH THE BRAVO! POLICY?

The  Investment   Options  available   through  BRAVO!   include  26  investment
portfolios,  each of which is a  separate  series of a mutual  fund  managed  by
Fidelity   Management  &  Research  Company,   Fred  Alger   Management,   Inc.,
Massachusetts   Financial  Services  Company,  or  Morgan  Stanley  Dean  Witter
Investment Management Inc. These portfolios are:




|X|Fidelity Management & Research Company:

                                VIP Money Market

                        VIP Equity-Income: Service Class
                            VIP Growth: Service Class
                         VIP High Income: Service Class
                           VIP Overseas: Service Class
                       VIP II Asset Manager: Service Class
                          VIP II Investment Grade Bond
                   VIP II Asset Manager: Growth: Service Class

                                VIP II Index 500

                        VIP II Contrafund: Service Class


|X|Fred Alger Management, Inc.:

                                     Growth
                                Income and Growth
                              Small Capitalization
                                    Balanced
                                  MidCap Growth
                                Leveraged AllCap


|X|Massachusetts Financial Services Company:

                                 Emerging Growth
                                    Utilities
                               Global Governments
                                    Research
                               Growth With Income



                                     BRAVO!
                                        8

<PAGE>

|X|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 sections
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 BRAVO! POLICY WORK?

A BRAVO!  Policy  provides for the payment of a minimum  Death  Benefit upon the
Second Death. There is no benefit payable on the death of the first Insured. The
amount of the minimum  death  benefit -- sometimes  referred to as the Specified
Amount of your BRAVO!  Policy -- is chosen by you at the time your BRAVO! Policy
is established.  However,  Death Benefit Proceeds -- the actual amount that will
be paid after AVLIC  receives  Satisfactory  Proof of Death -- may vary over the
life of your BRAVO!  Policy,  depending on which of the two  available  coverage
options you select.


If you choose Option A, the Death Benefit payable under your BRAVO!  Policy will
be the Specified  Amount of your BRAVO!  Policy OR the applicable  percentage of
its Accumulation Value,  whichever is greater. If you choose Option B, the Death
Benefit  payable under your BRAVO!  Policy will be the Specified  Amount of your
BRAVO!  Policy PLUS the Accumulation  Value of your BRAVO!  Policy,  or if it is
higher, the applicable percentage of the Accumulation Value on the Second Death.
In either case, the applicable  percentage is established  based on the Attained
Age at the Second Death.
(See the section on Death Benefit Options.)

ARE THERE ANY RISKS INVOLVED IN OWNING A BRAVO! POLICY?
Yes. Over the life of your BRAVO!  Policy, the Subaccounts to which you allocate
your  premiums  will  fluctuate  with  changes in the stock  market and  overall
economic factors. These fluctuations will be reflected in the Accumulation Value
of your BRAVO! Policy and may result in loss of principal.  For this reason, the
purchase of a BRAVO! Policy may not be suitable for all individuals.  It may not
be advantageous to purchase a BRAVO!  Policy to replace or augment your existing
insurance arrangements.  Appendix A includes tables illustrating the impact that
hypothetical  market  returns would have on  Accumulation  Values under a BRAVO!
Policy (page A-1).

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

The distinction  between traditional life policies and a BRAVO! Policy is that a
BRAVO!  Policy  will not lapse  simply  because  premium  payments  are not made
according to that payment schedule. However, a BRAVO! Policy will lapse, even if
scheduled  premium  payments are made, if the Net Cash  Surrender  Value of your
BRAVO! Policy falls below zero or premiums paid do not, in the aggregate,  equal
the premium  necessary to satisfy the Minimum  Benefit or the  Guaranteed  Death
Benefit requirements. (See the section on Premiums.)

HOW ARE PREMIUMS PAID, PROCESSED AND CREDITED TO ME?
Your BRAVO! Policy will be issued after a completed application is accepted, and
the initial  premium payment is received,  by AVLIC at its Home Office.  AVLIC's
Home Office is located at 5900 "O" Street,  P.O. Box 82550,  Lincoln,  NE 68501.
Your initial Net Premium  will be allocated on the Issue Date to the  Subaccount
and/or  the  Fixed  Account  according  to  the  selections  you  made  in  your
application.  If state or other applicable law or regulation  requires return of
at least your  premium  payments  should you return the Policy  pursuant  to the
Free-Look  Privilege,  your  initial Net Premium  will be allocated to the Money
Market Subaccount. Thirteen days after the Issue Date, the Accumulation Value of
the Policy will be  allocated  among the  Subaccounts  and/or the Fixed  Account
according to the instructions in your application. You have the right to examine
your BRAVO! Policy and return it for a refund for a limited time, even after the
Issue Date. (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,  we will deduct any applicable
Percent of Premium Charge for Taxes and the Net Premium will be allocated to the
Subaccounts  and/or the Fixed  Account  according to your  selections.  (See the
sections on Premiums and Allocations of Premiums and Accumulation Value.)

As already noted,  BRAVO!  provides you considerable  flexibility in determining
the frequency and amount of premium payments.  This flexibility is not, however,
unlimited.  You should keep certain  factors in mind in determining  the payment
schedule  that is best  suited to your  needs.  These  include the amount of the
Minimum  Premium,  Guaranteed  Death Benefit  Premium  and/or Net Policy Funding
requirement needed to keep your BRAVO! Policy in force; maximum

                                     BRAVO!
                                        9

<PAGE>

premium limitations  established under the federal tax laws; and the impact that
reduced premium payments may have on the Net Cash Surrender Value of your BRAVO!
Policy. (See the section on Premuims.)

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

You may also  access  the  value  of your  BRAVO!  Policy  by  making a  partial
withdrawal.  A partial  withdrawal is not subject to Surrender  Charges,  but is
subject to a maximum  charge not to exceed the lesser of $50 or 2% of the amount
withdrawn (currently, the partial withdrawal charge is the lesser of $25 or 2%).
(See the section on Partial Withdrawals.)

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


Charges  are  deducted  against  the  Accumulation  Value to  cover  the Cost of
Insurance  under the  Policy  and to  compensate  AVLIC for  administering  each
individual  BRAVO!  Policy.  These  charges,  which  are  part  of  the  Monthly
Deduction,  are calculated  and paid on each Monthly  Activity Date. The Cost of
Insurance  is  calculated  based on risk  factors  relating  to the  Insureds as
reflected in relevant actuarial tables.  The Administrative  Expense Charges are
based on your Specified Amount and the Policy duration. Currently, the level per
Policy charge for  Specified  Amounts  between  $100,000 and $999,999 is $16 per
month in Policy Years 1-5 and $8 per month  thereafter;  for  Specified  Amounts
between  $1,000,000  and  $4,999,999,  the charge is  currently  $8 per month in
Policy Years 1-5 and $4 per month  thereafter;  and there is currently no charge
for  Specified  Amounts  $5,000,000 or greater.  In addition,  for all Specified
Amounts there currently is a charge per month per $1000 of Specified  Amount, as
follows:  for Issue Ages 20-44, the rate is $.10, for Issue Ages 45-64, the rate
is $.08,  and for Issue Ages 65 and over,  the rate is $.05. At the current time
we anticipate the charge per $1000 of Specified Amount will reduce to $0 in year
6. The Administrative Expense Charge is levied throughout the life of the Policy
and is  guaranteed  not to  increase  above $16 per month plus a charge of up to
$.10 per  month  per $1000 of  Specified  Amount  that  depends  on the  younger
Insured's Issue Age.


For its services in  administering  Separate  Account V and  Subaccounts  and as
compensation  for bearing  certain  mortality and expense  risks,  AVLIC is also
entitled to receive fees.  These fees are  calculated  daily during the first 15
years of each BRAVO!  Policy, at a combined annual rate of 0.90% of the value of
the net assets of Separate  Account V. After the 15th Policy  Anniversary  Date,
the  combined  annual  rate will  decrease  to .45% of the  daily net  assets of
Separate  Account V. These  charges will not be deducted from the amounts in the
Fixed Account. (See the section on Daily Charges Against the Separate Account.)

Finally, because AVLIC incurs expenses immediately upon the issuance of a BRAVO!
Policy  that are  recovered  over a period of  years,  a BRAVO!  Policy  that is
Surrendered  on or before  its 14th  Policy  Anniversary  Date is  subject  to a
Surrender  Charge.  Additional  Surrender  Charges may apply if you increase the
Specified  Amount of your BRAVO!  Policy.  Because the  Surrender  Charge may be
significant  upon early Surrender,  you should purchase a BRAVO!  Policy only if
you intend to maintain  your BRAVO!  Policy for a substantial  period.  (See the
section on Surrender Charge.)

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.  No such management fees are assessed against Net Premiums  allocated to
the Fixed Account. (See the section on Fund Expense Summary.)

WHEN DOES MY BRAVO! POLICY TERMINATE?
You may terminate your BRAVO!  Policy by Surrendering  the Policy while at least
one Insured is alive for its Net Cash  Surrender  Value.  As noted  above,  your
BRAVO!  Policy will  terminate if you fail to pay required  premiums or maintain
sufficient Net Cash Surrender Value to cover Policy  charges.  (See the sections
on Surrenders and Premiums.)

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.


                                     BRAVO!
                                       10

<PAGE>

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 THE SEPARATE ACCOUNT AND THE FUNDS

AMERITAS VARIABLE LIFE INSURANCE COMPANY
Ameritas  Variable Life  Insurance  Company  ("AVLIC") is a stock life insurance
company  organized in the State of Nebraska.  AVLIC was incorporated on June 22,
1983 and commenced  business  December 29, 1983. AVLIC is currently  licensed to
sell  life  insurance  in 46  states,  and the  District  of  Columbia.  AVLIC's
financial statements may be found at page F-II-1.

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

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

Ameritas Life and its subsidiaries had total assets at December 31, 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  insurer  financial  strength  from  Standard & Poor's.  This is the
third-highest  of  Standard & Poor's 21  ratings.  Ameritas  Life  enjoys a long
standing A+  (Superior)  rating  from A.M.  Best,  the second  highest of 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 are not affected by 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  Accumulation  Values  invested in
Separate  Account V.  Nevertheless,  to the extent assets in Separate  Account V
exceed

                                     BRAVO!
                                       11

<PAGE>

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 Policy Owners or prospective purchasers.  AVLIC
may also provide a hypothetical  illustration  of Accumulation  Value,  Net Cash
Surrender Value and Death Benefit based on historical  investment returns of the
Funds for a sample Policy based on assumptions as to age, sex, and risk class of
each Insured, and other Policy specific assumptions.

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

THE FUNDS

There are currently 26 Subaccounts within 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"):  Variable  Insurance Products Fund and Variable Insurance Products
Fund II, (respectively,  "VIP" and "VIP II"; collectively "Fidelity Funds"); The
Alger American Fund ("Alger American Fund");  MFS Variable Insurance Trust ("MFS
Trust");  and Morgan Stanley Dean Witter Universal Funds,  Inc. ("MSDW Universal
Funds").





VIP, which is managed by Fidelity  Management & Research  Company  ("Fidelity"),
offers the following  portfolios:  VIP Money Market, VIP Equity-Income:  Service
Class,  VIP Growth:  Service  Class,  VIP High Income:  Service  Class,  and VIP
Overseas:  Service Class. VIP II, also managed by Fidelity, offers the following
portfolios:  VIP II Asset Manager:  Service Class, VIP II Investment Grade Bond,
VIP II Asset  Manager:  Growth:  Service  Class,  VIP II Index  500,  and VIP II
Contrafund:  Service Class.  The Alger  American Fund,  which is managed by Fred
Alger Management,  Inc. ("Alger  Management"),  offers the following portfolios:
Alger American Growth ("Growth"),  Alger American Income and Growth ("Income and
Growth"),  Alger American Small Capitalization ("Small  Capitalization"),  Alger
American Balanced ("Balanced"),  Alger American MidCap Growth ("MidCap Growth"),
and Alger American Leveraged AllCap ("Leveraged AllCap"). The MFS Trust, managed
by Massachusetts  Financial  Services Company ("MFS Co."),  offers the following
portfolios or series in connection with this Policy:  MFS Emerging  Growth,  MFS
Utilities, MFS Global Governments, MFS Research, and MFS Growth With Income. 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.


                                     BRAVO!
                                       12

<PAGE>

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

The investment  objectives and policies of each portfolio are summarized  below.
There is no  assurance  that any of the  portfolios  will  achieve  their stated
objectives.  More detailed  information,  including a description  of investment
objectives, policies,  restrictions,  expenses and risks, is in the prospectuses
for each of the Funds,  which must  accompany  or precede this  prospectus.  All
underlying Fund information,  including Fund prospectuses,  has been provided to
AVLIC  by the  underlying  Funds.  AVLIC  has not  independently  verified  this
information. One or more of the portfolios may employ investment techniques that
involve certain risks,  including  investing in non-investment  grade, high risk
debt  securities,  entering into  repurchase  agreements and reverse  repurchase
agreements,  lending portfolio securities,  engaging 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:  Service Class, VIP Equity-Income:  Service Class, VIP II Asset
Manager:  Growth: Service Class, VIP II Asset Manager:  Service Class portfolios
of the  Fidelity  Funds,  and the Research  portfolio  of the MFS Fund.  Certain
portfolios  are  designed  to  invest a  substantial  portion  of  their  assets
overseas,   such  as  the  VIP  Overseas:   Service  Class   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  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,  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.

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

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 Surrender Values, partial withdrawals,  and make Policy
loans or to transfer  assets  among  Investment  Options as you  requested.  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  their  separate  accounts  from the Funds,  to resolve  the
matter.  The risks of such mixed and shared funding are described further in the
prospectuses of the Funds.


                                     BRAVO!
                                       13

<PAGE>

Investment Objectives and Policies of the Funds' Portfolios



                                     BRAVO!
                                       14

<PAGE>



<TABLE>
<CAPTION>
<S>                       <C>                                                            <C>
FIDELITY FUNDS

PORTFOLIO                  INVESTMENT POLICIES                                            OBJECTIVE

VIP Money Market           Investing in U.S. dollar-denominated money market              Seeks as high a level of current
                           securities, including U.S. Government securities and           income as is consistent with the
                           repurchase agreements, and entering into reverse               preservation of capital and
                           repurchase agreements.                                         liquidity.


VIP Equity-Income:         Investing at least 65% in income-producing equity              Seeks reasonable income. Will
Service Class              securities, which tends to lead to investments in large cap    also consider the potential for
                           "value" stocks.                                                capital appreciation.  Seeks a
                                                                                          yield which exceeds the
                                                                                          composite yield on the securities
                                                                                          comprising.
VIP Growth: Service        Investing primarily in common stocks.  Investing in            Seeks capital appreciation.
Class                      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-producing     Seeks a high level of current
Service Class              debt securities, preferred stocks and convertible securities,  income while also considering
                           with an emphasis on lower-quality debt securities.             growth of capital.

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

</TABLE>

                                                      BRAVO!
                                                         15

<PAGE>
<TABLE>
<CAPTION>
<S>                        <C>                                                           <C>
VIP II Asset Manager:      Allocating the fund's assets among stocks, bonds, and          Seeks high total return with
Service Class              short-term and money market instruments.  Maintaining a        reduced risk over the long term
                           neutral mix over time of 50% of assets in stocks, 40% of       by allocating its assets among
                           assets in bonds, and 10% of assets in short-term and           stocks, bonds, and short-term
                           money market instruments.                                      instruments.

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

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


VIP II Index 500           Investing at least 80% of assets in common stocks included     Seeks investment results that
                           in the Standard & Poor's 500.  Lending securities to earn      correspond to the total return of
                           income for the fund.                                           common stocks publicly traded
                                                                                          in the United States, as
                                                                                          represented by the Standard &
                                                                                          Poor's 500.


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

ALGER AMERICAN
FUND

Growth                     It focuses on growing companies that generally have broad      Seeks long-term capital
                           product lines, markets, financial resources and depth of       appreciation.
                           management.  Under normal circumstances, the portfolio
                           invests primarily in the equity securities of large
                           companies.  The portfolio considers a large company to
                           have a market capitalization of $1 billion or greater.

Income and Growth          The portfolio invests in dividend paying equity securities,    Primarily seeks to provide a
                           such as common or preferred stocks, preferably those           high level of dividend income.
                           which the manager believes also offer opportunities for        Capital appreciation is a
                           capital appreciation.                                          secondary objective of the
                                                                                          portfolio.
Small Capitalization       It focuses on small, fast-growing companies that offer         Seeks long-term capital
                           innovative products, services or technologies to a rapidly     appreciation.
                           expanding marketplace.  Under normal circumstances, the
                           portfolio invests primarily in the equity securities of small
                           capitalization companies.  A small capitalization company
                           is one that has a market capitalization within the range of
                           the Russell 2000 Growth Index or the S&P SmallCap 600
                           Index.

</TABLE>

                                     BRAVO!
                                       16

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


MidCap Growth              It focuses on midsize companies with promising growth          Seeks long-term capital
                           potential.  Under normal circumstances, the portfolio          appreciation.
                           invests primarily in the equity securities of companies
                           having a market capitalization within the range of
                           companies in the S&P MidCap 400 Index.


Leveraged AllCap           Under normal circumstances, the portfolio invests in the       Seeks long-term capital
                           equity securities of companies of any size which               appreciation.
                           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


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


Utilities                  Invests, under normal market conditions, at least 65%          Will seek  capital  growth and
                           of its  total assets in  equity and debt  securities           current income (income  above
                           of both domestic and foreign  companies  in the                that available from a portfolio
                           invested entirely in equity utilities industry.                securities).

Global                     Invests, under normal market conditions, at least 65% of its   Will seek to provide income and
Governments                total assets in debt obligations that are issued or guaranteed capital appreciation.
                           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.


Research                   Invests, under normal market conditions, at least 80%          Will seek  long-term  gowth of
                           of its of total assets in common stocks and related            capital and future income.
                           securities, such as preferred  stocks,  convertible
                           securities and depository receipts.

</TABLE>

                                     BRAVO!
                                       17

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

Growth With Income         Invests,  under normal market conditions at least  65% of its  Will  seek  long-term  growth of
                           total assets in common stocks and related securities,          capital and future  income  while
                           such as preferred stocks, convertible securities and           providing  more current  dividend
                           depository receipts for those securities.                      income than is normally
                                                                                          obtainable from a portfolio of
                                                                                          only growth stocks.




MSDW UNIVERSAL
FUNDS

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

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

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

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

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
AVLIC reserves the right, subject to applicable law, to add, delete, 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 Net 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.)

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


                                     BRAVO!
                                       18

<PAGE>

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

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

POLICY BENEFITS

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

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

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

The Death Benefit may, and the Accumulation 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.  If  the  Minimum  Premium  or
Guaranteed Death Benefit Premium is satisfied by Net Policy Funding,  AVLIC will
keep the Policy in force  during  the  appropriate  period  and  provide a Death
Benefit.  In certain  instances,  this Net Policy  Funding  will not,  after the
payment of Monthly Deductions, generate positive Net Cash Surrender Values.

DEATH BENEFIT PROCEEDS

As long as the  Policy  remains  in  force,  AVLIC  will pay the  Death  Benefit
Proceeds of the Policy upon Satisfactory Proof of Death,  according to the Death
Benefit  option in effect at the time of the  Second  Death.  The  amount of the
Death  Benefits  payable will be determined  at the end of the Valuation  Period
during which the Second Death occurs.  The Death Benefit Proceeds may be paid in
a lump sum or under one or more of the payment  options set forth in the Policy.
(See the section on Payment  Options.)  There is no benefit payable on the death
of the first Insured.


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

                                     BRAVO!
                                       19

<PAGE>

DEATH BENEFIT OPTIONS
The Policy provides two Death Benefit  options.  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 initial Specified Amount is $100,000.  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.)  The  following
graphs illustrate the differences in the two Death Benefit options.

OPTION A.

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


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

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

OPTION B.

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


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

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

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

                                     BRAVO!
                                       20

<PAGE>

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

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

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

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

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

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

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

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

                                     BRAVO!
                                       21

<PAGE>

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

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

The Unit  Value.  The unit  value of each  Subaccount  reflects  the  investment
performance of that Subaccount.  The unit value of each Subaccount is calculated
by:
     (1) Multiplying  the  net asset  value  per share of  each  Fund  portfolio
         on the  Valuation  Date  times  the  number  of  shares  held  by  that
         Subaccount,  before  the  purchase  or  redemption  of  any  shares  on
         that Valuation Date; minus
     (2) A charge for mortality  and expense  risk at an  annual rate of .75% in
         Policy Years 1-15, decreasing to .30% thereafter; minus
     (3) A charge for administrative service expenses at an annual rate of .15%;
         and
     (4) Dividing  the  result  by  the  total  number  of  units  held  in  the
         Subaccount on  the Valuation Date, before  the  purchase or  redemption
         of any units on that Valuation Date.
(See the section on Daily Charges Against the Separate Account.)

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

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

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

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


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<PAGE>

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

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

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

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

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

POLICY RIGHTS

LOAN BENEFITS
LOAN  PRIVILEGES.  The Policy  Owner may borrow an amount up to the  current Net
Cash  Surrender  Value less twelve times the most recent Monthly  Deduction,  at
regular or reduced loan rates (described below). Loans usually are funded within
seven days after  receipt  of a written  request.  The loan may be repaid at any
time while at least one Insured is living.  Policy Owners in certain  states may
borrow 100% of the Net Cash Surrender Value after deducting  Monthly  Deductions
and any  interest  on Policy  loans  that will be due for the  remainder  of the
Policy Year. Loans may have tax consequences.
(See the section on Federal Tax Matters.)

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

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

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

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

                                     BRAVO!
                                       23
<PAGE>

make additional premium payments,  or take other action to avoid Policy lapse. A
lapsed  Policy may later be  reinstated.  (See the  section on Policy  Lapse and
Reinstatement.)

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

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

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

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

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

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

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

TRANSFERS
Accumulation  Value may be transferred among the Subaccounts of Separate Account
V and to the Fixed Account as often as desired.  However,  you may make only one
transfer  out of the Fixed  Account per Policy  Year.  We may limit the transfer
period to the 30 days following the Policy  Anniversary  Date. The transfers may
be ordered in person, by mail or by telephone. The total amount transferred each
time must be at least  $250,  or the  balance of the  Subaccount,  if less.  The
minimum  amount that may remain in a  Subaccount  or the Fixed  Account  after a
transfer is $100.  The first 15 transfers per Policy Year will be permitted free
of charge.  After that, a transfer  charge of $10 may be imposed each additional
time amounts are  transferred.  Currently,  no charge is imposed for  additional
transfers.  This charge will be deducted pro rata from each  Subaccount  (and if
applicable, the Fixed Account) in which the Policy Owner is invested.
(See the section on Transfer Charge.)

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


                                     BRAVO!
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<PAGE>

Transfers resulting from Policy loans or exercise of the exchange privilege will
not be  subject  to a  transfer  charge  and will  not be  counted  towards  the
guaranteed 15 free  transfers  per Policy Year.  AVLIC may at any time revoke or
modify the transfer privilege, including the minimum amount transferable.

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

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

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

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

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

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

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

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

PAYMENT AND ALLOCATION OF PREMIUMS

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

                                     BRAVO!
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<PAGE>

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

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

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

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

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

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

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

PREMIUM  LIMITS.  AVLIC's  current  minimum premium limit is $45, $15 if paid by
automatic bank draft.  AVLIC currently has no maximum premium limit,  other than
the current maximum premium limits established by federal tax


                                     BRAVO!
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<PAGE>

laws.  AVLIC reserves the right to change any premium limit. In no event may the
total of all premiums  paid,  both planned and  unscheduled,  exceed the current
maximum premium limits  established by federal tax laws. (See the section on Tax
Status of the Policy.)

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

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

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

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

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

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

The notice will  specify the premium  required to keep the Policy in force.  The
required premium will equal the lesser of (1) Monthly Deductions plus Percent of
Premium  charges for the three  Policy  Months after  commencement  of the Grace
Period,  plus projected loan interest that would accrue over that period, or (2)
the premium  required  under the Minimum  Benefit or  Guaranteed  Death  Benefit
provisions,  if  applicable,  to keep the Policy in effect for three months from
the commencement of the Grace Period. Failure to pay the required premium within
the Grace Period will result in lapse of the Policy.  If the Second Death occurs
during the Grace Period,  any overdue Monthly  Deductions and Outstanding Policy
Debt will be  deducted  from the Death  Benefit  Proceeds.  (See the  section on
Charges and Deductions.)

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



                                     BRAVO!
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<PAGE>

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

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

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

CHARGES AND DEDUCTIONS

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

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

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


ADMINISTRATIVE   EXPENSE   CHARGE.   To   compensate   AVLIC  for  the  ordinary
administrative expenses expected to be incurred in connection with a Policy, the
Monthly Deduction  includes a level per policy charge plus a charge per $1000 of
Specified  Amount.  For Specified  Amounts  between  $100,000 and $999,999,  the
charge  is  currently  $16 per  month  in  Policy  Years  1-5  and $8 per  month
thereafter;  for Specified Amounts between $1,000,000 and $4,999,999, the charge
is  currently  $8 per  month in Policy  Years  1-5 and $4 per month  thereafter;
currently  there is no charge for Specified  Amounts  $5,000,000 or greater.  In
addition,  for all Specified  Amounts there  currently is a charge of up to $.10
per month per $1000 of  Specified  Amount,  depending  on the younger  Insured's
Issue Age.  For Issue Ages 20-44,  the rate is $.10,  for Issue Ages 45-64,  the
rate is $.08,  and for Issue Ages 65 and over, the rate is $.05 . At the current
time we anticipate that the charge per $1000 of Specified  Amount will reduce to
$0 in year 6. The Administrative Expense Charge is levied throughout the life of
the Policy and is guaranteed  not to increase  above $16 per month plus $.10 per
month per $1000 of  Specified  Amount.  AVLIC does not expect to make any profit
from the Administrative Expense Charge.


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



                                     BRAVO!
                                       28

<PAGE>


Cost of  Insurance  Rate.  The Annual Cost of  Insurance  Rates are based on the
Issue Age, sex and risk class of each Insured and the Policy duration. The rates
will vary depending  upon tobacco use and other risk factors.  The rates will be
based on AVLIC's  expectations  of future  experience  with regard to mortality,
interest,  persistency,  and  expenses,  but will not  exceed  the  Schedule  of
Guaranteed  Annual Cost of Insurance  Rates shown in the Policy.  The guaranteed
rates for standard  rating  classes are calculated  from the 1980  Commissioners
Standard Ordinary Smoker and Non-Smoker,  Male and Female Mortality Tables.  The
guaranteed  rates  for the  table-rated  substandard  Insureds  are  based  on a
multiple  (shown in the schedule pages of the Policy) of the above rates. We may
add flat extra ratings to one or both Insureds to reflect higher mortality risk.
Because the Death Benefit is payable at the Second Death only,  one-half of each
applicable flat extra rating will be added to adjust the Cost of Insurance Rate.
Any change in  the Cost of  Insurance  Rates will apply to all  Insureds of  the
same age,  sex,  risk class and whose  Policies have been in effect for the same
length of time.


The Cost of Insurance Rates, Surrender Charges, and payment options for Policies
issued in Montana,  and  perhaps  other  states or in  connection  with  certain
employee benefit  arrangements,  are issued on a sex-neutral (unisex) basis. The
unisex  rates will be higher  than those  applicable  to females  and lower than
those applicable to males.

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

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

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

The maximum Surrender Charge on a Policy we issue is $60 per $1,000 of Specified
Amount.

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

</TABLE>

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

TRANSFER CHARGE. Currently there is no charge for transfers among the investment
options  in excess of 15 per Policy  Year.  A charge of $10  (guaranteed  not to
increase) for each  transfer in excess of 15 may be imposed to compensate  AVLIC
for the costs of processing the transfer. Since the charge reimburses AVLIC only
for the cost of processing the

                                     BRAVO!
                                       29

<PAGE>

transfer,  AVLIC does not expect to make any profit  from the  transfer  charge.
This charge will be deducted pro rata from each Subaccount  (and, if applicable,
the Fixed  Account) in which the 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.

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

DAILY CHARGES AGAINST THE SEPARATE ACCOUNT
A daily Mortality and Expense Risk Charge will be deducted from the value of the
net assets of Separate  Account V to compensate  AVLIC for mortality and expense
risks  assumed in  connection  with the Policy.  This daily charge from Separate
Account V is at the rate of 0.002050% (equivalent to an annual rate of .75%) for
Policy  Years  1-15  and  0.000820%  (equivalent  to an  annual  rate  of  .30%)
thereafter.  The daily  charge  will be  deducted  from the net  asset  value of
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 the  applicable  daily rate  multiplied by the number of
days since the last  Valuation  Date. No Mortality and Expense Risk Charges will
be deducted from the amounts in the Fixed Account.

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

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

FUND EXPENSE SUMMARY

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

The  information  shown below relating to the Funds was provided to AVLIC by the
Funds and AVLIC has not  independently  verified such  information.  Each of the
Funds is managed by an investment  advisory  organization that is not affiliated
with AVLIC. Each such organization is entitled to receive a fee for its services
based on the value of the  relevant  portfolio's  net assets.  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>
<S>                       <C>              <C>          <C>            <C>      <C>               <C>
                          Investment                                                Waivers             Total
                           Advisory          12b-1         Other                     and/or          (Reflecting
Portfolio                & Management       Expense      Expenses       Total    Reimbursements    waivers and/or
                                                                                                   reimbursements,
                                                                                                       if any)
Fidelity Funds
VIP Money Market             .20%             --           .10%        .30%            --                .30%
VIP Equity-Income:
     Service Class           .49%            .10%          .09%        .68%           .01%               .67%(1)
VIP Growth:
     Service Class           .59%            .10%          .11%        .80%           .05%               .75%(1)
VIP High Income:
     Service Class           .58%            .10%          .14%        .82%            --                .82%
VIP Overseas:
     Service Class           .74%            .10%          .17%        1.01%          .04%               .97%(1)
VIP II Asset Manager:
VIP II Investment
     Grade Bond              .43%             --           .14%        .57%            --                .57%
VIP II Asset Manager:
     Growth:

</TABLE>


                                     BRAVO!
                                       30

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

     Service Class           .59%            .10%          .20%        .89%            .01%              .88%(1)
VIP II Index 500             .24%             --           .11%        .35%            .07%              .28%(1)
VIP II Contrafund:
     Service Class           .59%            .10%          .11%        .80%            .05%              .75%(1)

Alger American Fund(2)
Growth                       .75%             --           .04%        .79%            --                .79%
Income and Growth           .625%             -            .075%       .70%            --                .70%
Small Capitalization         .85%             --           .04%        .89%            --                .89%
Balanced                     .75%             --           .17%        .92%            --                .92%
MidCap Growth                .80%             --           .04%        .84%            --                .84%
Leveraged AllCap             .85%             --           .11%        .96%            --                .96%

MFS Trust
Emerging Growth              .75%             --           .10%(3)      .85%            --               .85%
Utilities                    .75%             --           .26%(3)     1.01%            --              1.01%
Global Governments           .75%             --           .36%(3)     1.11%           .11%             1.00%(4)
Research                     .75%             --           .11%(3)      .86%            --               .86%
Growth With Income           .75%             --           .13%(3)      .88%            --               .88%

MSDW Universal Funds
Emerging Markets Equity     1.25%             --            2.20%     3.45%           1.50%             1.95%(5)
Global Equity                .80%             --             .83%     1.63%            .48%             1.15%(5)
International Magnum         .80%             --            1.00%     1.80%            .65%             1.15%(5)
Asian Equity                 .80%             --            2.00%     2.80%           1.59%             1.21%(5)
U.S. Real Estate             .80%             --             .93%     1.73%            .63%             1.10%(5)

</TABLE>



                                     BRAVO!
                                       31

<PAGE>




(1)      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,  after  reimbursement  for  the Index 500 portfolio,  reflect
         these reductions.

(2)      Fred  Alger  Management,   Inc.  ("Alger  Management")  has  agreed  to
         reimburse  the  portfolios  to the  extent  that the  aggregate  annual
         expenses  (excluding  interest,  taxes, fees for brokerage services and
         extraordinary expenses) exceed respectively:  Alger American Income and
         Growth  and  Alger  American  Balanced,  1.25%;  Alger  American  Small
         Capitalization, Alger American MidCap Growth, Alger American  Leveraged
         AllCap, and  Alger American Growth, 1.50%. Included in "Other Expenses"
         of Leveraged AllCap is .03% of interest expense.

(3)      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.

(4)      MFS  has  agreed  to  bear expenses for the Global Governments  Series,
         subject to reimbursement by  the series, such  that  the  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 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.

(5)      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.


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

AVLIC may receive  administrative  fees from the investment  advisers of certain
Funds.  AVLIC  currently  does not assess a  separate  charge  against  Separate
Account V or the Fixed  Account for any federal,  state or local  income  taxes.
AVLIC may,  however,  make such a charge in the future if income or gains within
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.

GENERAL PROVISIONS

The Contract. The Policy, the application,  any supplemental  applications,  and
any riders,  amendments or endorsements  make up the entire  contract.  Only the
President,  Vice  President,  Secretary  or Assistant  Secretary  can modify the
Policy. Any changes must be made in writing, and approved by AVLIC. No agent has
the authority to alter or modify any of


                                     BRAVO!
                                       32

<PAGE>

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

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

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

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

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

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

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

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

POSTPONEMENT  OF  PAYMENTS.  Payment  of  any  amount  upon  Surrender,  partial
withdrawal,  Policy loans,  benefits  payable at the Second Death, and transfers
may be postponed  whenever:  (1) the New York Stock Exchange  ("NYSE") is closed
other than  customary  weekend and holiday  closings,  or trading on the NYSE is
restricted as  determined by the SEC; (2) the SEC by order permits  postponement
for the protection of Policy Owners;  (3) an emergency  exists, as determined by
the  SEC,  as a  result  of  which  disposal  of  securities  is not  reasonably
practicable  or it is not  reasonably  practicable  to  determine  the  value of
Separate Account V's net assets; or (4) Surrenders, loans or partial withdrawals
from the  Fixed  Account  may be  deferred  for up to 6 months  from the date of
written request.  Payments under the Policy of any amounts derived from premiums
paid by check may be delayed until such time as the check has cleared the Policy
Owner's bank.

                                     BRAVO!
                                       33

<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  Accumulation  Value, Net Cash Surrender Value, Death Benefit,
premiums  paid,  Outstanding  Policy  Debt  and  other  information.   Quarterly
statements  are also  mailed  detailing  Policy  activity  during  the  calendar
quarter.  Instead of receiving an immediate  confirmation of  transactions  made
pursuant to some types of periodic payment plan (such as a dollar cost averaging
program,   or  payment  made  by  automatic  bank  draft  or  salary   reduction
arrangement),  the 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
notified  otherwise  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.  The cost,  if any,  of
additional insurance benefits will be deducted as part of the Monthly Deduction.

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

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

         Satisfactory  proof of terminal  illness of the last surviving  Insured
         must include a written  statement from a licensed  physician who is not
         related to the Insured or the 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 date of the physician's
         statement.  Further,  the condition  must first be diagnosed  while the
         Policy is in force.

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

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

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

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

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

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

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


                                     BRAVO!
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<PAGE>

DISTRIBUTION OF THE POLICIES


The principal  underwriter for the Policies is AIC, a wholly owned subsidiary of
AMAL Corporation and an affiliate of AVLIC. AIC was organized under Nebraska law
on December 29, 1983, and is registered as a broker-dealer with the SEC and is a
member of the National  Association of Securities  Dealers ("NASD").  AVLIC pays
AIC for acting as the principal underwriter under an Underwriting  Agreement. In
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.  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. It also has executed selling agreements with
a variety of mutual  funds,  unit  investment  trusts  and direct  participation
programs.


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

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

FEDERAL TAX MATTERS

The following  discussion  provides a general  description of the federal income
tax  considerations  associated  with the  Policy  and does  not  purport  to be
complete or cover all situations. This discussion is not intended as tax advice.
No attempt has been made to consider in detail any applicable state or other tax
laws except premium  taxes.  (See  discussion in the section on Deductions  from
Premium  Payments - Percent of Premium  Charge for Taxes.)  This  discussion  is
based upon AVLIC's  understanding  of the  relevant  laws at the time of filing.
Counsel and other  competent tax advisors  should be consulted for more complete
information  before a Policy is purchased.  AVLIC makes no  representation as to
the likelihood of the continuation of present federal income tax laws nor of the
interpretations by the Internal Revenue Service. Federal tax laws are subject to
change and thus tax  consequences  to the Insureds,  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 a separate entity from AVLIC, and its
     operations  form a part of  AVLIC,  it will  not be taxed  separately  as a
     "regulated  investment  company"  under  Subchapter  M  of  the  Code.  Net
     investment  income and realized net capital gains on the assets of Separate
     Account  V are  reinvested  and  automatically  retained  as a part  of the
     reserves of the Policy and are taken into account in determining  the Death
     Benefit and Accumulation Value of the Policy.  AVLIC believes that Separate
     Account 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).  At present,  they
     are not charges against  Separate  Account V. If there is a material change
     in state

                                     BRAVO!
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<PAGE>

     or local tax laws,  charges for such taxes attributable to Separate Account
     V, if any, may be assessed against Separate Account V.

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

     The Code (Section 7702A) also defines a "modified  endowment  contract" for
     federal  tax  purposes.  If a life  insurance  policy  is  classified  as a
     modified  endowment  contract,  distributions from it (including loans) are
     taxed as ordinary income to the extent of any gain. This Policy will become
     a "modified  endowment  contract" if the premiums paid into the Policy fail
     to meet a 7-pay premium test as outlined in Section 7702A of the Code.

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

     The Code  (Section  817(h)) also  authorizes  the Secretary of the Treasury
     (the  "Treasury")  to set  standards by  regulation  or  otherwise  for the
     investments of the separate account to be "adequately diversified" in order
     for the Policy to be treated as a life  insurance  contract for federal tax
     purposes. 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
     Fund's assets may be invested.


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


     In   connection   with  the  issuance  of   regulations   relating  to  the
     diversification requirements,  the Treasury announced that such regulations
     do not provide  guidance  concerning  the extent to which 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,  AVLIC
     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.

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

                                     BRAVO!
                                       36

<PAGE>

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

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

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

     Distributions From Policies That Are "Modified Endowment Contracts." Should
     -------------------------------------------------------------------
     the Policy become a "modified endowment contract" partial withdrawals, full
     Surrenders,  assignments,  pledges,  and loans (including loans to pay loan
     interest)  under the Policy will be taxable to the extent of any gain under
     the Policy.  A 10% penalty tax also  applies to the taxable  portion of any
     distribution  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 is disabled
     as defined under the Code or if the distribution is paid out in the form of
     a life  annuity  on the  life of the  taxpayer  or the  joint  lives of the
     taxpayer and Beneficiary.

     The right to  exchange  the  Policy  for a  survivorship  flexible  premium
     adjustable life insurance policy (See the section on Exchange  Privilege.),
     the right to change 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, if the amount received plus
     any Outstanding  Policy Debt exceeds the total premiums paid (the "basis"),
     that are not  treated as  previously  withdrawn  by the 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 Death Benefit  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 use of life insurance in a
     qualified plan.



                                     BRAVO!
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<PAGE>

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

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

THIRD PARTY SERVICES

AVLIC is aware that  certain  third  parties are offering  investment  advisory,
asset  allocation,  money  management and timing services in connection with the
Policies. AVLIC does not engage any such third parties to offer such services of
any type. In certain cases, AVLIC has agreed to honor transfer instructions from
such services where it has received powers of attorney,  in a form acceptable to
it,  from the  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 Policies.  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 Policies.

VOTING RIGHTS

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

The number of Fund shares in a Subaccount for which instructions may be given by
a Policy Owner is  determined  by dividing the  Accumulation  Value held in that
Subaccount by the net asset value of one share in the corresponding portfolio of
the Fund. Fractional shares will be counted. Fund shares held in each Subaccount
for which no timely instructions from 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 Fund in its own right.

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


                                     BRAVO!
                                       38

<PAGE>

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;  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 ANUITY 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.

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-OPERATIONS AND SUPPORT*
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 AVLIC.

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.

SHEILA 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.

                                     BRAVO!
                                       39

<PAGE>

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 ability to meet its
obligations  under the Policies,  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.

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 Thomas P.
McArdle,  Assistant  Vice  President  and  Associate  Actuary of  Ameritas  Life
Insurance  Corp.,  as  stated  in  the  opinion  filed  as  an  exhibit  to  the
registration statement.

ADDITIONAL INFORMATION

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


                                     BRAVO!
                                       40

<PAGE>

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.




                                     BRAVO!
                                       41

<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>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                     F-I-3
<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-4
<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-5
<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-6
<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-7
<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-8
<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-9
<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-10
<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-11
<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-12
<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-13
<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-14
<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-15
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                    F-I-16
<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-17
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

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-18
<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-19
<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-20
<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-21
<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-22
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                             STATEMENT OF NET ASSETS
                                 MARCH 31, 1999
                                   (UNAUDITED)
<S>                                                                                                        <C>
ASSETS
INVESTMENTS AT NET ASSET VALUE:
  VARIABLE INSURANCE PRODUCTS FUND:
    Money Market Portfolio--15,084,388.180 shares at $1.00 per
      share (cost $15,084,388)                                                                              $ 15,084,388
    Equity Income Portfolio--1,201,360.863 shares at $24.68 per
      share (cost $21,460,371)                                                                                29,649,587
    Growth Portfolio--1,157,962.549 shares at $43.37 per share
      (cost $29,998,748)                                                                                      50,220,837
    High Income Portfolio--815,522.648 shares at $10.99 per
     share (cost $8,944,174)                                                                                   8,962,593
    Overseas Portfolio--679,023.138 shares at $19.77 per share
      (cost $10,167,709)                                                                                      13,424,289
  VARIABLE INSURANCE PRODUCTS FUND II:
    Asset Manager Portfolio--1,869,097.149 shares at $16.96 per
      share (cost $26,833,386)                                                                                31,699,886
    Investment Grade Bond Portfolio--364,179.103 shares at
      $12.26 per share (cost $4,364,205)                                                                       4,464,836
    Contrafund Portfolio--621,138.992 shares at $24.74 per share
      (cost $11,495,890)                                                                                      15,366,981
    Index 500 Portfolio--153,294.162 shares at $145.58 per
      share (cost $16,222,329)                                                                                22,316,563
    Asset Manager Growth Portfolio--211,953.390 shares at
      $16.15 per share (cost $3,079,956)                                                                       3,423,048
  ALGER AMERICAN FUND:
    Small Capitalization Portfolio--490,085.425 shares at $44.28
      per share (cost $16,986,215)                                                                            21,700,984
    Growth Portfolio--458,418.657 shares at $59.06 per share
      (cost $16,441,366)                                                                                      27,074,205
    Income and Growth Portfolio--548,099.899 shares at $13.89
      per share (cost $5,785,207)                                                                              7,613,108
    Midcap Growth Portfolio--404,650.544 shares at $30.23 per
      share (cost $8,366,383)                                                                                 12,232,586
    Balanced Portfolio--227,915.161 shares at $14.20 per share
      (cost $2,512,117)                                                                                        3,236,395
    Leveraged Allcap Portfolio--213,091.409 shares at $42.87 per
      share (cost $5,727,247)                                                                                  9,135,227
  MFS VARIABLE INSURANCE TRUST:
    Emerging Growth Series Portfolio--582,149.947 shares at $22.25
      per share (cost $8,827,207)                                                                             12,952,836
    World Governments Series Portfolio--37,864.728 shares at
      $10.79 per share (cost $383,201)                                                                           408,560
    Utilities Series Portfolio--182,705.288 shares at $19.69 per
      share (cost $3,093,489)                                                                                  3,597,467
    Research Series Portfolio--166,119.693 shares at $19.34 per
      share (cost $2,763,885)                                                                                  3,212,754
    Growth with Income Series Portfolio--154,622.070 shares at
      $20.28 per share (cost $2,614,878)                                                                       3,135,736
  MORGAN STANLEY UNIVERSAL FUNDS:
    Asian Equity Portfolio--65,193.646 shares at $5.42 per share
      (cost $395,698)                                                                                            353,348
    Emerging Markets Equity Portfolio--100,118.403 shares at $7.97
      per share (cost $1,069,420)                                                                                797,945
    Global Equity Portfolio--181,539.527 shares at $12.67 per
      share (cost $2,237,744)                                                                                  2,300,107
    International Magnum Portfolio--97,497.917 shares at $11.24
      per share (cost $1,097,834)                                                                              1,095,876
    U.S. Real Estate Portfolio--83,452.264 shares at $9.40 per
      share (cost $909,091)                                                                                      784,450
                                                                                                            ------------
    NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS                                                          $304,244,592
                                                                                                            ============
</TABLE>


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 THREE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)

STATEMENT OF OPERATIONS:

<S>                                                  <C>                 <C>             <C>                <C>
                                                                              VARIABLE INSURANCE PRODUCTS FUND
                                                                              --------------------------------
                                                                           MONEY           EQUITY
                                                                          MARKET           INCOME            GROWTH
                                                      TOTAL              PORTFOLIO        PORTFOLIO         PORTFOLIO
                                                      -----              ---------        ---------         ---------
                1999
INVESTMENT INCOME:
  Dividend distributions
    received                                          $ 3,279,232          $ 155,548        $ 438,682         $   82,737
  Mortality and expense
    risk charge                                          (655,805)           (29,755)         (66,932)          (110,351)
                                                       ----------           --------          -------         ----------
NET INVESTMENT INCOME (LOSS)                            2,623,427            125,793          371,750            (27,614)
                                                       ----------           --------          -------         ----------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net realized gain (loss)
    on investments                                      8,733,219                 --          969,719          5,202,111
  Net change in unrealized
    appreciation (depreciation)                         1,527,450                 --         (802,744)        (1,376,252)
                                                      -----------          ---------        ----------        -----------
NET GAIN (LOSS) ON INVESTMENTS                         10,260,669                 --          166,975          3,825,859
                                                      -----------          ---------         --------         ----------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS                                          $12,884,096          $ 125,793        $ 538,725         $3,798,245
                                                      ===========          =========        =========         ==========

</TABLE>
<TABLE>
<CAPTION>
<S>                                                <C>                 <C>                <C>               <C>
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)                                           $ 2,623,427        $   125,793        $ 371,750         $  (27,614)
   Net realized gain
     (loss) on investments                              8,733,219                 --          969,719          5,202,111
   Net change in unrealized
     appreciation (depreciation)                        1,527,450                 --         (802,744)        (1,376,252)
                                                      -----------        -----------        ----------        -----------
NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS                    12,884,096            125,793          538,725          3,798,245
NET INCREASE (DECREASE) FROM
   POLICYOWNER TRANSACTIONS                             8,707,422          3,853,471         (380,727)           200,080
                                                       ----------         ----------        ----------         ---------
TOTAL INCREASE (DECREASE) IN
   NET ASSETS                                          21,591,518          3,979,264          157,998          3,998,325
NET ASSETS AT JANUARY 1, 1999                         282,653,074         11,105,124       29,491,589         46,222,512
                                                     ------------        -----------      -----------        -----------
NET ASSETS AT MARCH 31, 1999                         $304,244,592        $15,084,388      $29,649,587        $50,220,837
                                                     ============        ===========      ===========        ===========
</TABLE>



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



                                 F-I(U)-2
<PAGE>
<TABLE>
<CAPTION>
<S>    <C>                 <C>           <C>                <C>           <C>                <C>               <C>
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
       ---------            ---------       ---------        ---------       ---------         ---------       ---------




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

           (18,374)            (32,195)        (72,046)         (11,068)        (32,073)          (46,684)         (7,335)
         ---------           ---------      ----------         --------       ---------         ---------         -------
           774,483             194,145         982,522          166,955          36,789           154,352          73,244
         ---------           ---------      ----------         --------       ---------         ---------         -------



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

          (436,087)           (148,301)     (2,097,363)        (251,779)        201,025           651,792        (173,261)
         ---------           ----------     -----------       ----------       --------          --------        ---------
          (406,447)            216,763        (761,577)        (195,929)        706,014           788,209         (39,618)
         ---------           ---------      -----------       ----------       --------          --------        ---------


         $ 368,036           $ 410,908      $  220,945         $(28,974)     $  742,803         $ 942,561        $ 33,626
         =========           =========      ==========         =========     ==========         =========        ========

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

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





       $   774,483            $194,145     $   982,522      $   166,955         $36,789       $   154,352        $ 73,244

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

          (436,087)           (148,301)    (2,097,363)         (251,779)        201,025           651,792        (173,261)
         ---------           ----------    -----------         ---------      ---------          --------        ---------

           368,036             410,908         220,945          (28,974)        742,803           942,561          33,626

           332,584          (1,606,838)      (354,077)           45,838         885,122         1,544,883          83,536
         ---------          ----------       ---------         --------        --------        ----------       ---------

           700,620          (1,195,930)      (133,132)           16,864       1,627,925         2,487,444         117,162
         8,261,973          14,620,219      31,833,018        4,447,972      13,739,056        19,829,119       3,305,886
         ---------          ----------      ----------        ---------      ----------        ----------       ---------
       $ 8,962,593         $13,424,289     $31,699,886      $ 4,464,836     $15,366,981       $22,316,563      $3,423,048
       ===========         ===========     ===========      ===========     ===========       ===========      ==========

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

<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)

<S>                                                  <C>                <C>            <C>                 <C>
STATEMENT OF OPERATIONS:

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

                                                      SMALL                              INCOME AND          MIDCAP
                                                 CAPITALIZATION           GROWTH           GROWTH            GROWTH
                                                    PORTFOLIO            PORTFOLIO        PORTFOLIO         PORTFOLIO
                                                    ---------            ---------        ---------         ---------
                1999
INVESTMENT INCOME:
  Dividend distributions
    received                                            $      --          $      --        $      --         $       --
  Mortality and expense
    risk charge                                           (48,663)           (55,429)         (16,246)           (25,575)
                                                        ---------          ---------       ----------         ----------
NET INVESTMENT INCOME (LOSS)                              (48,663)           (55,429)         (16,246)           (25,575)
                                                        ---------          ---------       ----------         ----------
REALIZED AND UNREALIZED
  GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss)
    on investments                                             --                 --               --                 --
  Net change in unrealized
    appreciation (depreciation)                           146,879          2,624,437          431,755            547,140
                                                        ---------         ----------         --------           --------
NET GAIN (LOSS) ON INVESTMENTS                            146,879          2,624,437          431,755            547,140
                                                        ---------         ----------         --------           --------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATION                                             $  98,216         $2,569,008         $415,509           $521,565
                                                        =========         ==========         ========           ========
</TABLE>
<TABLE>
<CAPTION>


STATEMENT OF CHANGES IN NET ASSETS:

<S>                                             <C>                <C>               <C>                 <C>
                                                                                  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)                   $  (48,663)         $  (55,429)        $  (16,246)       $   (25,575)
   Net realized gain (loss)
     on investments                                       --                  --                 --                 --
   Net change in unrealized
     appreciation (depreciation)                     146,879           2,624,437            431,755            547,140
                                                     -------          ----------           --------           --------
NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS                   98,216           2,569,008            415,509            521,565
NET INCREASE (DECREASE) FROM
   POLICYOWNER TRANSACTIONS                         (658,440)          1,156,734            196,033            425,663
                                                    ---------         ----------           --------           --------
TOTAL INCREASE (DECREASE)
   IN NET ASSETS                                    (560,224)          3,725,742            611,542            947,228
NET ASSETS AT JANUARY 1, 1999                     22,261,208          23,348,463          7,001,566         11,285,358
                                                 -----------         -----------         ----------        -----------
NET ASSETS AT MARCH 31, 1999                     $21,700,984         $27,074,205         $7,613,108        $12,232,586
                                                 ===========         ===========         ==========        ===========

</TABLE>


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



                                   F-I(U)-4
<PAGE>
<TABLE>
<CAPTION>
<S>     <C>             <C>              <C>                 <C>             <C>              <C>             <C>
          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
       ---------            ---------       ---------        ---------       ---------         ---------       ---------




            $   --          $       --      $       --         $     --        $     --         $      --        $     --

            (6,524)            (15,473)        (28,342)          (1,006)         (7,394)           (6,425)         (7,083)
         ---------          ----------      ----------          -------         -------           -------         -------
            (6,524)            (15,473)        (28,342)          (1,006)         (7,394)           (6,425)         (7,083)
         ----------         ----------      ----------          --------        --------          -------         -------



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

           266,497           1,463,649         442,459           (4,192)        (22,512)           46,931          26,684
         ---------          ----------        --------          --------       ---------          -------         -------
           266,497           1,463,649         442,459           (4,192)        (22,512)           46,931          26,684
         ---------          ----------        --------          --------       ---------          -------         -------


         $ 259,973          $1,448,176        $414,117          $(5,198)       $(29,906)          $40,506         $19,601
         =========          ==========        ========          ========       =========          =======         =======

</TABLE>
<TABLE>
<CAPTION>





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



         $    (6,524)      $    (15,473)      $   (28,342)    $    (1,006)     $    (7,394)    $  (6,425)    $  (7,083)

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

             266,497          1,463,649            442,459         (4,192)         (22,512)        46,931        26,684
          ----------       ------------         ----------       ---------       ----------      --------     ---------

             259,973          1,448,176            414,117         (5,198)         (29,906)        40,506        19,601

             250,433          2,141,783            323,265       (148,308)         330,310        198,421      (416,803)
          ----------       ------------         ----------      ----------       ---------       --------     ----------

             510,406          3,589,959            737,382       (153,506)         300,404        238,927      (397,202)
           2,725,989          5,545,268         12,215,454        562,066        3,297,063      2,973,827     3,532,938
          ----------       ------------        -----------       --------       ----------     ----------    ----------
          $3,236,395       $  9,135,227       $ 12,952,836       $408,560       $3,597,467     $3,212,754    $3,135,736
          ==========       ============       ============       ========       ==========     ==========    ==========

</TABLE>

                                   F-I(U)-5

<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT V
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)

<S>                                                            <C>                    <C>                  <C>
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                                   (694)                 (1,702)            (4,626)
                                                                   --------                ---------          --------
NET INVESTMENT INCOME (LOSS)                                           (694)                 (1,702)            (4,626)
                                                                   ---------               --------           ---------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
   Net realized gain (loss)
      on investments                                                     --                      --                 --
   Net change in unrealized
      appreciation (depreciation)                                    11,748                  92,165            (83,349)
                                                                   --------                --------           ---------
NET GAIN (LOSS) ON INVESTMENTS                                       11,748                  92,165            (83,349)
                                                                   --------                --------           ---------
NET INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM OPERATIONS                                $ 11,054                $ 90,463           $(87,975)
                                                                   ========                ========           =========
</TABLE>
<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>                   <C>
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)                                   $    (694)           $  (1,702)           $   (4,626)
   Net realized gain (loss) on
      investments                                                        --                   --                    --
   Net change in unrealized
      appreciation(depreciation)                                     11,748               92,165               (83,349)
                                                                   --------             --------              --------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                                         11,054               90,463               (87,975)
NET INCREASE (DECREASE) FROM
   POLICYOWNER TRANSACTIONS                                           8,294             (116,150)              291,111
                                                                   --------             ---------             --------
TOTAL INCREASE (DECREASE) IN
   NET ASSETS                                                        19,348              (25,687)              203,136
NET ASSETS AT JANUARY 1, 1999                                       334,000              823,632             2,096,971
                                                                   --------             --------            ----------
NET ASSETS AT MARCH 31, 1999                                      $ 353,348            $ 797,945            $2,300,107
                                                                  =========            =========            ==========


</TABLE>



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


                $      --              $       --
                   (2,137)                 (1,673)
                 --------               ---------
                   (2,137)                 (1,673)
                 ---------              ----------



                       --                      --

                    3,265                 (33,136)
                ---------               ---------
                    3,265                 (33,136)
                ---------               ---------

                $   1,128               $ (34,809)
                =========               =========





                Morgan Stanley Universal Funds
              ----------------------------------
              International            U.S. Real
                 Magnum                 Estate
                Portfolio              Portfolio
                ---------              ---------



               $   (2,137)           $   (1,673)

                       --                    --

                    3,265               (33,136)
                 --------            ----------

                    1,128               (34,809)

                  161,485               (40,281)
                 --------            -----------

                  162,613               (75,090)
                  933,263               859,540
               ----------            ----------
               $1,095,876            $  784,450
               ==========            ==========


                                    F-I(U)-7


<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                               SEPARATE ACCOUNT V
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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 March 31, 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-1(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

                                    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)
identifiable and distinguishable from other assets and liabilities of the
Company. Assets are reported at fair value.

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>

                      (THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                  BALANCE SHEET
                      (in thousands, except per share data)
                                   (UNAUDITED)

<S>                                                                                    <C>
                                     ASSETS
                                                                                       March 31, 1999
                                                                                       --------------
Investments:
   Fixed maturity securities, available for sale
      (amortized cost $158,282)                                                           $   159,300
   Equity securities, available for sale (amortized
      cost $2,031)                                                                              1,844
   Loans on insurance policies                                                                 11,944
   Other invested assets                                                                       11,313
                                                                                           ----------
         Total investments                                                                    184,401
Cash and cash equivalents                                                                      11,667
Accrued investment income                                                                       2,663
Prepaid reinsurance premium--affiliates                                                         2,412
Deferred policy acquisition costs                                                             128,289
Other                                                                                           1,282
Separate Accounts                                                                           1,834,626
                                                                                           ----------
                                                                                           $2,165,340
                                                                                           ==========

                      LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
   Policy and contract reserves                                                            $    1,878
   Policy and contract claims                                                                     546
   Accumulated contract values                                                                226,963
   Unearned policy charges                                                                      1,934
   Unearned reinsurance ceded allowance                                                         3,547
   Federal income taxes--
      Current                                                                                   3,023
      Deferred                                                                                  7,308
   Other                                                                                       10,895
   Separate Accounts                                                                        1,834,626
                                                                                            ---------
         Total Liabilities                                                                  2,090,720
   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                                                                           28,629
   Accumulated other comprehensive income                                                         121
                                                                                           ----------
   Total Stockholder's Equity                                                                  74,620
                                                                                           ----------
                                                                                           $2,165,340
                                                                                           ==========

</TABLE>







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

                                   F-II(U)-1


<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                 (in thousands)
                                   (UNAUDITED)


<S>                                                                                           <C>

INCOME:
Insurance revenues:
   Contract charges                                                                             $11,634
   Premium-reinsurance ceded                                                                     (1,872)
   Reinsurance ceded allowance                                                                      832
Investment revenues:
   Investment income, net                                                                         3,900
   Realized gains, net                                                                              (51)
Other                                                                                               598
                                                                                                -------
                                                                                                 15,041
                                                                                                -------
BENEFITS AND EXPENSES:
Policy benefits:
   Death benefits                                                                                   843
   Interest credited                                                                              3,120
   Increase in policy and contract reserves                                                         197
   Other                                                                                             59
Sales and operating expenses                                                                     14,225
Amortization of deferred policy
   acquisition costs                                                                             (5,257)
                                                                                                -------
                                                                                                 13,187
                                                                                                -------
INCOME BEFORE FEDERAL INCOME TAXES                                                                1,854
                                                                                                -------
Income taxes--current                                                                             1,289
Income taxes--deferred                                                                             (630)
                                                                                                -------
         Total income taxes                                                                         659
                                                                                                -------
NET INCOME                                                                                      $ 1,195
                                                                                                =======

</TABLE>





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


                                   F-II(U)-2
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                        STATEMENT OF COMPREHENSIVE INCOME
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                 (in thousands)
                                   (UNAUDITED)


<S>                                                                                             <C>
Net income                                                                                       $1,195
Other comprehensive income, net of tax:
   Unrealized gains on securities:
      Unrealized holding gains arising
         during the period (net of deferred
         tax of $429)                                                                              (796)
      Reclassification adjustment for gains
         included in net income (net of deferred
         tax of $17)                                                                                 33
                                                                                                 ------
   Other comprehensive income (loss)                                                               (763)
                                                                                                 ------
Comprehensive income                                                                             $  432
                                                                                                 ======
</TABLE>



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 THREE MONTHS ENDED MARCH 31, 1999
                          (in thousands, except shares)
                                   (UNAUDITED)

<S>                                         <C>          <C>        <C>            <C>          <C>            <C>
                                                                                                 ACCUMULATED
                                                                     ADDITIONAL                     OTHER
                                               COMMON STOCK           PAID-IN       RETAINED     COMPREHENSIVE
                                               ------------
                                             SHARES       AMOUNT      CAPITAL       EARNINGS        INCOME         TOTAL
                                             ------       ------      -------       --------        ------         -----

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                                   --           --            --            --          (763)         (763)
   Net income                                    --           --             -         1,195            --         1,195
                                             ------       ------       -------      --------      --------      --------
BALANCE, March 31, 1999                      40,000       $4,000      $ 41,870      $ 28,629      $    121      $ 74,620
                                             ------       ------      --------      --------      --------      --------


</TABLE>



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


                                    F-II(U)-4


<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                 (in thousands)
                                   (UNAUDITED)



<S>                                                                                           <C>
OPERATING ACTIVITIES
Net Income                                                                                      $ 1,195
Adjustments to reconcile net income to net cash
   provided by operating activities:
   Amortization of deferred policy acquisition
    costs                                                                                         3,625
   Policy acquisition costs deferred                                                             (8,882)
   Interest credited to contract values                                                           3,120
   Amortization of discounts or premiums                                                            (49)
   Net gains on other invested assets                                                            (1,009)
   Net realized gains on investment transactions                                                     51
   Deferred income taxes                                                                           (630)
   Change in assets and liabilities:
      Accrued investment income                                                                    (238)
      Reinsurance recoverable-affiliates                                                            455
      Prepaid reinsurance premium-affiliates                                                        (32)
      Other assets                                                                                  413
      Policy and contract reserves                                                                  197
      Policy and contract claims                                                                    (79)
      Unearned policy charges                                                                       120
      Federal income tax payable-current                                                             82
      Unearned reinsurance ceded allowance                                                          (49)
      Other liabilities                                                                           2,810
                                                                                            -----------
   Net cash from operating activities                                                             1,100
                                                                                            -----------
INVESTING ACTIVITIES
Purchase of fixed maturity securities
  available for sale                                                                            (16,718)
Purchase of other invested assets                                                                  (206)
Proceeds from sales,maturities or repayment of
   fixed maturity securities available for sale                                                   5,006
Net change in loans on insurance policies                                                          (995)
                                                                                             ----------
   Net cash from investing activities                                                           (12,913)
                                                                                             ----------
FINANCING ACTIVITIES
Capital contribution                                                                              1,500
Net change in accumulated contract values                                                         9,969
                                                                                             ----------
  Net cash from financing activities                                                             11,469
                                                                                             ----------
   INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                                                      (344)
CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                                                                      12,011
                                                                                              ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                      $11,667
                                                                                              =========

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes                                                                      $ 1,207



</TABLE>

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
                                 MARCH 31, 1999
                                 (in thousands)
                                   (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 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 Accumulation Values

The following tables  illustrate how the Accumulation  Values and Death Benefits
of a Policy may change with the  investment  experience of the Fund.  The tables
show how the  Accumulation  Values and Death  Benefits of a Policy issued to two
Insureds of given ages and specified  underwriting risk  classifications who pay
the given premium at issue would vary over time if the investment  return on the
assets  held in each  portfolio  of the Funds were a uniform,  gross,  after-tax
annual rate of 0%, 6%, or 12%. The tables on pages A-2 through A-5  illustrate a
Policy issued to a male, age 55, under a Preferred rate non-tobacco underwriting
risk  classification  and a female age 55, also under a Preferred  non-  tobacco
underwriting  risk  classification.  This Policy provides for a standard tobacco
use  and  non-tobacco  use,  and  preferred  non-tobacco   classification.   The
Accumulation  Values and Death  Benefits  would be different from those shown if
the gross  annual  investment  rates of return  averaged  0%, 6%, and 12% over a
period of years,  but  fluctuated  above and below those averages for individual
Policy Years, or if the Insureds were assigned to a different  underwriting risk
classification.

The second column of the tables shows the accumulated value of the premiums paid
at 5%. The following columns show the Death Benefits and the Accumulation Values
for uniform  hypothetical  rates of return shown in these tables.  The tables on
pages  A-2and A-4 are based on the  current  Cost of  Insurance  Rates,  current
expense  deductions and the current percent of premium loads.  These reflect the
basis on which AVLIC currently sells its Policies. The maximum allowable Cost of
Insurance Rates under the Policy are based upon the 1980 Commissioner's Standard
Ordinary  Smoker and  Non-Smoker,  Male and Female  Mortality  Tables (Smoker is
referenced for tobacco use rates;  Non-Smoker is referenced for  non-tobacco use
rates).  Since these are recent tables and are split to reflect  tobacco use and
sex, the current Cost of Insurance Rates used by AVLIC are at this time equal to
the maximum Cost of Insurance Rates for many ages. AVLIC anticipates  reflecting
future  improvements in actual mortality  experience through  adjustments in the
current  Cost of  Insurance  Rates  actually  applied.  AVLIC  also  anticipates
reflecting  any future  improvements  in expenses  incurred  by  applying  lower
percent of premiums of loads and other expense  deductions.  The Death  Benefits
and  Accumulation  Values  shown in the tables on pages A-3 and A-5 are based on
the assumption  that the maximum  allowable Cost of Insurance Rates as described
above and maximum allowable  expense  deductions are made throughout the life of
the Policy.


The amounts  shown for the Death  Benefits,  Surrender  values and  Accumulation
Values  reflect the fact that the net  investment  return of the  Subaccounts is
lower than the  gross,  after-tax  return of the  assets  held in the Funds as a
result of expenses paid by the Fund and charges levied against the  Subaccounts.
The values  shown take into  account  an  average of the  expenses  paid by each
portfolio  available for investment at an equivalent  annual rate of .90% (which
is in excess of the  current  equivalent  annual  rate of .89% of the  aggregate
average  daily net  assets of the  Fund), and the daily  charge by AVLIC to each
Subaccount for assuming mortality and expense risks and administrative  expenses
(which is  equivalent  to a charge at an annual  rate of 0.90% for Policy  Years
1-15 and 0.45%  thereafter  of the  average  net assets of the  Subaccounts).  A
portion of the brokerage commissions that certain Fidelity Funds pay was used to
reduce Funds  expenses.  In addition,  certain  Fidelity Funds have entered into
arrangements  with their  custodian  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 portfolios may exclude certain items) were
in excess of an annual rate of .28% for the Index 500  portfolio,  1.25% for the
Alger American Income and Growth and Alger American Balanced  portfolios;  1.50%
for the Alger American Small  Capitalization,  Alger  American  Mid-Cap  Growth,
Alger American Leveraged All Cap and Alger American Growth portfolios; 1.75% for
the MSDW Emerging Markets Equity, 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, subject to reimbursement by the series, such that
the series  "Other  Expenses"  shall not exceed  .25% of the  average  daily net
assets of the series  during the  current  fiscal  year.  These  agreements  are
expected to continue in future years but may be  terminated at any time. As long
as the expense limitations continue for a portfolio,  if a reimbursement occurs,
it has the effect of lowering the  portfolio's  expense ratio and increasing its
total return. The illustrated gross annual investment rates of return of 0%, 6%,
and  12%  were  computed  after   deducting  Fund  expenses  and  correspond  to
approximate net annual rates of -1.80%,  4.20%,  and 10.20%,  respectively,  for
Policy Years 1-15 and -1.35%, 4.65%, and 10.65% for the Policy Years thereafter.


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.)

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 15 transfers
have  been  made  in any  Policy  Year so that no  transfer  charges  have  been
incurred.  Illustrated  values would be different if the proposed  Insureds were
tobacco users, in substandard risk classifications,  or were other ages, or if a
higher or lower premium was illustrated.

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

                                     BRAVO!
                                       A-1

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

                                    SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE

Male Issue Age: 55                            Nontobacco                                   Preferred Underwriting Class
Female Issue Age: 55                          Nontobacco                                   Preferred Underwriting Class

                                        PLANNED PERIODIC ANNUAL PREMIUM: $10820
                                         INITIAL SPECIFIED AMOUNT: $1,000,000
                                                DEATH BENEFIT OPTION: A

                                   USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-1.80% Net)                    (4.20% Net)                     (10.20% Net)
                         --------------------------------------------------------------------------------------------------
           Accumulated
 End Of    Premiums At    Accumu-     Cash                 Accumu-     Cash              Accumu-     Cash
 Policy    5% Interest     lation   Surrender    Death     lation    Surrender   Death    lation   Surrender   Death
  Year      Per Year       Value      Value     Benefit     Value      Value    Benefit   Value      Value    Benefit
  ----      --------       -----      -----     -------     -----      -----    -------   -----      -----    -------

        1          11361       9309          0    1000000       9909          0  1000000     10508          0   1000000
        2          23290      18377       7557    1000000      20157       9337  1000000     22010      11190   1000000
        3          35816      27189      16369    1000000      30741      19921  1000000     34588      23768   1000000
        4          48967      35735      24915    1000000      41660      30840  1000000     48337      37517   1000000
        5          62777      44006      33186    1000000      52914      42094  1000000     63362      52542   1000000
        6          77277      52986      43256    1000000      65529      55799  1000000     80841      71111   1000000
        7          92501      61653      53003    1000000      78523      69873  1000000     99955      91305   1000000
        8         108487      69991      62421    1000000      91892      84322  1000000    120851     113281   1000000
        9         125273      77987      71497    1000000     105634      99144  1000000    143701     137211   1000000
       10         142897      85641      80231    1000000     119764     114354  1000000    168710     163300   1000000
       11         161403      92932      88612    1000000     134275     129955  1000000    196083     191763   1000000
       12         180834      99859      96619    1000000     149181     145941  1000000    226071     222831   1000000
       13         201237     106392     104232    1000000     164469     162309  1000000    258928     256768   1000000
       14         222660     112533     111453    1000000     180158     179078  1000000    294970     293890   1000000
       15         245154     118234     118234    1000000     196221     196221  1000000    334507     334507   1000000
       16         268773     123970     123970    1000000     213513     213513  1000000    379406     379406   1000000
       17         293572     129114     129114    1000000     231182     231182  1000000    428874     428874   1000000
       18         319612     133565     133565    1000000     249166     249166  1000000    483409     483409   1000000
       19         346954     137276     137276    1000000     267459     267459  1000000    543628     543628   1000000
       20         375662     139973     139973    1000000     285860     285860  1000000    610130     610130   1000000

       25         542228     131323     131323    1000000     375382     375382  1000000   1070577    1070577   1124106
       30         754812      45393      45393    1000000     437905     437905  1000000   1835254    1835254   1927017
       35        1026129          *          *          *     329474     329474  1000000   2996881    2996881   3146725

</TABLE>

* In the absence of an additional premium the Policy would lapse.
1) Assumes an annual  $10,820  premium is paid at the  beginning  of each Policy
Year.  Values would be different  if premiums  with a different  frequency or in
different amounts.
2) Assumes that no Policy loan has  been made. Excessive  loans  or  withdrawals
may cause this  Policy to lapse  because of  insufficient  cash value.

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

                                     BRAVO!
                                       A-2


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

                                    SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE

Male Issue Age: 55                            Nontobacco                                   Preferred Underwriting Class
Female Issue Age: 55                          Nontobacco                                   Preferred Underwriting Class

                                        PLANNED PERIODIC ANNUAL PREMIUM: $10820
                                         INITIAL SPECIFIED AMOUNT: $1,000,000
                                                DEATH BENEFIT OPTION: A

                              USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-1.80% Net)                    (4.20% Net)                     (10.20% Net)
                         --------------------------------------------------------------------------------------------------
           Accumulated
 End Of    Premiums At    Accumu-     Cash                 Accumu-     Cash              Accumu-     Cash
 Policy    5% Interest     lation   Surrender    Death     lation    Surrender   Death    lation   Surrender   Death
  Year      Per Year       Value      Value     Benefit     Value      Value    Benefit   Value      Value    Benefit
  ----      --------       -----      -----     -------     -----      -----    -------   -----      -----    -------

        1          11361       9214          0    1000000       9810          0  1000000     10407          0   1000000
        2          23290      18069       7249    1000000      19831       9011  1000000     21666      10846   1000000
        3          35816      26624      15804    1000000      30128      19308  1000000     33925      23105   1000000
        4          48967      34860      24040    1000000      40688      29868  1000000     47261      36441   1000000
        5          62777      42747      31927    1000000      51488      40668  1000000     61751      50931   1000000
        6          77277      50253      40523    100000062499            52769  1000000     77476      67746   1000000
        7          92501      57331      48681    1000000      73679      65029  1000000     94512      85862   1000000
        8         108487      63918      56348    1000000      84966      77396  1000000    112932     105362   1000000
        9         125273      69934      63444    1000000      96280      89790  1000000    132800     126310   1000000
       10         142897      75286      69876    1000000     107528     102118  1000000    154184     148774   1000000
       11         161403      79875      75555    1000000     118603     114283  1000000    177158     172838   1000000
       12         180834      83593      80353    1000000     129392     126152  1000000    201810     198570   1000000
       13         201237      86327      84167    1000000     139774     137614  1000000    228245     266085   1000000
       14         222660      87948      86868    1000000     149607     148527  1000000    256583     255503   1000000
       15         245154      88282      88282    1000000     158707     158707  1000000    286942     286942   1000000
       16         268773      87513      87513    1000000     167568     167568  1000000    320759     320759   1000000
       17         293572      84889      84889    1000000     175193     175193  1000000    357115     357115   1000000
       18         319612      79974      79974    1000000     181147     181147  1000000    396164     396164   1000000
       19         346954      72238      72238    1000000     184896     184896  1000000    438105     438105   1000000
       20         375662      61074      61074    1000000     185829     185829  1000000    483243     483243   1000000

       25         542228          0          0    1000000     119715     119715  1000000    781154     781154   1000000
       30         754812          *          *          *          *          *        *   1319975    1319975   1385974
       35        1026129          *          *          *          *          *        0   2107683    2107683   2213067

</TABLE>

* In the absence of an additional premium the Policy would lapse.
1) Assumes an annual  $10,820  premium is paid at the  beginning  of each Policy
Year.  Values would be different  if premiums  with a different  frequency or in
different amounts.
2) Assumes that no  Policy loan has been made. Excessive  loans  or  withdrawals
may cause this  Policy to lapse  because of  insufficient  cash value.

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

                                     BRAVO!
                                       A-3


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

                 SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE

Male Issue Age: 55                                   Nontobacco                           Preferred Underwriting Class
Female Issue Age: 55                                 Nontobacco                           Preferred Underwriting Class

                                        PLANNED PERIODIC ANNUAL PREMIUM: $72740
                                         INITIAL SPECIFIED AMOUNT: $1,000,000
                                                DEATH BENEFIT OPTION: B

                              USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-1.80% Net)                    (4.20% Net)                     (10.20% Net)
                       ---------------------------------------------------------------------------------------------------
          Accumulated
 End Of   Premiums At   Accumu-     Cash              Accumu-      Cash               Accumu-     Cash
 Policy   5% Interest    lation  Surrender    Death    lation   Surrender   Death     lation    Surrender    Death
  Year     Per Year      Value     Value     Benefit   Value      Value    Benefit     Value      Value     Benefit
  ----     --------      -----     -----     -------   -----      -----    -------     -----      -----     -------

   1         76377          68746     57926   1068746     72977      62157   1072977      77209      66389     1077209
   2        156573         136180    125360   1136180    148942     138122   1148942     162213     151393     1162213
   3        240779         202304    191484   1202304    227998     217178   1227998     255785     244965     1255785
   4        329196         267124    256304   1267124    310257     299437   1310257     358781     347961     1358781
   5        422033         330648    319828   1330648    395837     385017   1395837     472145     461325     1472145
   6        519512         393874    384144   1393874    485885     476155   1485885     597972     588242     1597972
   7        621865         455796    447146   1455796    579544     570894   1579544     736457     727807     1736457
   8        729335         516410    508840   1516410    676937     669367   1676937     888862     881292     1888862
   9        842179         575716    569226   1575716    778197     771707   1778197    1056583    1050093     2056583
   10       960666         633728    628318   1633728    883476     878066   1883476    1241170    1235760     2241170
   11       1085076        690436    686116   1690436    992909     988589   1992909    1444310    1439990     2444310
   12       1215707        745852    742612   1745852   1106658    1103418   2106658    1667882    1664642     2667882
   13       1352870        799955    797795   1799955   1224860    1222700   2224860    1913924    1911764     2913924
   14       1496891        852758    851678   1852758   1347691    1346611   2347691    2184719    2183639     3184719
   15       1648113        904220    904220   1904220   1475277    1475277   2475277    2482722    2482722     3482722
   16       1806896        958622    958622   1958622   1614644    1614644   2614644    2822063    2822063     3822063
   17       1973618       1011675   1011675   2011675   1759859    1759859   2759859    3196898    3196898     4196898
   18       2148676       1063269   1063269   2063269   1911063    1911063   2911063    3610870    3610870     4610870
   19       2332487       1113355   1113355   2113355   2068462    2068462   3068462    4068079    4068079     5068079
   20       2525489       1161622   1161622   2161622   2232006    2232006   3232006    4572782    4572782     5572782

   25       3645268       1368199   1368199   2368199   3143384    3143384   4143384    7996340    7996340     8996340
   30       5074421       1478243   1478243   2478243   4193481    4193481   5193481   13570891   13570891    14570891
   35       6898423       1404284   1404284   2404284   5311185    5311185   6311185   22592923   22592923    23722570

</TABLE>

1) Assumes an annual  $72,740  premium is paid at the  beginning  of each Policy
Year.  Values would be different  if premiums  with a different  frequency or in
different amounts.
2) Assumes that no Policy loan  has been  made. Excessive loans  or  withdrawals
may cause this  Policy to lapse  because of  insufficient  cash value.

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

                                     BRAVO!
                                       A-4


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

                 SURVIVORSHIP VARIABLE UNIVERSAL LIFE INSURANCE

Male Issue Age: 55                                   Nontobacco                           Preferred Underwriting Class
Female Issue Age: 55                                 Nontobacco                           Preferred Underwriting Class

                                        PLANNED PERIODIC ANNUAL PREMIUM: $72740
                                         INITIAL SPECIFIED AMOUNT: $1,000,000
                                                DEATH BENEFIT OPTION: B

                              USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                              0% Hypothetical Gross           6% Hypothetical Gross         12% Hypothetical Gross
                             Annual Investment Return       Annual Investment Return       Annual Investment Return
                                 (-1.80% Net)                    (4.20% Net)                     (10.20% Net)
                  -----------------------------------------------------------------------------------------------
          Accumulated
 End Of   Premiums At   Accumu-     Cash              Accumu-      Cash               Accumu-     Cash
 Policy   5% Interest    lation  Surrender    Death    lation   Surrender   Death     lation    Surrender    Death
  Year     Per Year      Value     Value     Benefit   Value      Value    Benefit     Value      Value     Benefit
  ----     --------      -----     -----     -------   -----      -----    -------     -----      -----     -------

   1         76377          68651     57831   1068651     72879      62059   1072879      77108      66288     1077108
   2        156573         135415    124595   1135415    148131     137311   1148131     161356     150536     1161356
   3        240779         200832    190012   1200832    226394     215574   1226394     254042     243222     1254042
   4        329196         264897    254077   1264897    307762     296942   1307762     355997     345177     1355997
   5        422033         327596    316776   1327596    392330     381510   1392330     468125     457305     1468125
   6        519512         388908    379178   1388908    480182     470452   1480182     591416     581686     1591416
   7        621865         448799    440149   1448799    571397     562747   1571397     726944     718294     1726944
   8        729335         507214    499644   1507214    666032     658462   1666032     875873     868303     1875873
   9        842179         564079    557589   1564079    764127     757637   1764127    1039463    1032973     2039463
   10       960666         619307    613897   1619307    865709     860299   1865709    1219088    1213678     2219088
   11       1085076        672799    668479   1672799    970793     966473   1970793    1416247    1411927     2416247
   12       1215707        724452    721212   1724452   1079386    1076146   2079386    1632587    1629347     2632587
   13       1352870        774153    771993   1774153   1191487    1189327   2191487    1869911    1867751     2869911
   14       1496891        821777    820697   1821777   1307078    1305998   2307078    2130190    2129110     3130190
   15       1648113        867151    867151   1867151   1426089    1426089   2426089    2415547    2415547     3415547
   16       1806896        914236    914236   1914236   1555092    1555092   2555092    2739412    2739412     3739412
   17       1973618        958655    958655   1958655   1688003    1688003   2688003    3095627    3095627     4095627
   18       2148676        999979    999979   1999979   1824527    1824527   2824527    3487153    3487153     4487153
   19       2332487       1037705   1037705   2037705   1964273    1964273   2964273    3917181    3917181     4917181
   20       2525489       1071299   1071299   2071299   2106792    2106792   3106792    4389206    4389206     5389206

   25       3645268       1158549   1158549   2158549   2843273    2843273   3843273    7529760    7529760     8529760
   30       5074421       1042399   1042399   2042399   3542829    3542829   4542829   12488440   12488440    13488440
   35       6898423        598845    598845   1598845   4038661    4038661   5038661   20296155   20296155    21310963

</TABLE>

1) Assumes an annual  $72,740  premium is paid at the  beginning  of each Policy
Year.  Values would be different  if premiums  with a different  frequency or in
different amounts.
2) Assumes that no Policy loan  has been made.  Excessive loans  or  withdrawals
may cause this  Policy to lapse  because of  insufficient  cash value.

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

                                     BRAVO!
                                       A-5

<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:





                      The Variable Insurance Products Fund
                            Registration No. 2-75010
                     The Variable Insurance Products Fund II
                            Registration No. 33-20773

                             The Alger American Fund
                            Registration No. 33-21722

                          MFS Variable Insurance Trust
                            Registration No. 33-74668

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


<PAGE>

                           UNDERTAKING TO FILE REPORTS

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

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

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


                              RULE 484 UNDERTAKING

AVLIC's By-laws provide as follows:

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

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


                     REPRESENTATION PURSUANT TO RULE 6e-3(T)

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


<PAGE>
                                   SIGNATURES


Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Ameritas  Variable Life Insurance  Company Separate Account V, certifies that it
has duly caused this Pre-Effective Amendment No. 2 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 9th day of
July, 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         July 9, 1999
- --------------------     and Chief Executive Officer
   Lawrence J. Arth


/s/William J. Atherton       Director, President and            July 9, 1999
- -----------------------      Chief Operating Officer
   William J. Atherton


/s/Kenneth C. Louis      Director, Executive Vice President     July 9, 1999
- ---------------------
   Kenneth C. Louis


/s/Gary R. McPhail        Director, Executive Vice President    July 9, 1999
- --------------------
   Gary R. McPhail


/s/Thomas C. Godlasky       Director, Senior Vice President     July 9, 1999
- ----------------------       and Chief Investment Officer
  Thomas C. Godlasky


/s/JoAnn M. Martin                 Director, Controller         July 9, 1999
- ---------------------
   JoAnn M. Martin



<PAGE>


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

/s/Michael G. Fraizer              Director                     July 9, 1999
- ----------------------
   Michael G. Fraizer


/s/William W. Lester               Treasurer                    July 9, 1999
- ----------------------
   William W. Lester


/s/Donald R. Stading       Secretary and General Counsel        July 9, 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 44 pages. The undertaking to file reports.  The
   undertaking pursuant to Rule 484. Representation pursuant to Rule 6e-3(T).
   The signatures.
   Written consents of the following:
     (a) Thomas P. McArdle
     (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) Form of Commission Schedule.

          (d) Amendment to Principal Underwriting Agreement.**
    (4)   Not applicable.

    (5)   (a) Form of Policy.****
          (b) Form of Policy Riders.****

    (6)   (a) Articles of Incorporation of AVLIC.**
          (b) Bylaws of AVLIC.***
    (7)   Not applicable.

    (8)   (a)  Participation  Agreement  in  the  Variable  Insurance   Products
               Fund.**
          (b)  Participation Agreement in the Alger American Fund.**
          (c)  Participation Agreement in the MFS Variable Insurance Trust.*
          (d)  Participation  Agreement in  the  Morgan Stanley Universal Funds,
               Inc.*

    (9)   Not applicable.

    (10)  Form of Application for 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  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  Pre-Effective   Amendment  No.  1  to  the
Registration   Statement   for   Ameritas  Variable   Life   Insurance   Company
Separate  Account  V, File No. 333-71505,  filed  June 16, 1999.


<PAGE>

                                  EXHIBIT INDEX


EXHIBIT                                                               PAGE
- -------                                                               ----

1.(3)(c)       Form of Commission Schedule

1.(10)         Form of Application for Policy

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

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

8.             Consent of Deloitte & Touche LLP


<TABLE>
<CAPTION>

AMERITAS VARIABLE LIFE INSURANCE COMPANY
COMMISSION SCHEDULE

OVERTURE BRAVO! (Registration No. 333-71505)
Broker/Dealer,  for its efforts in soliciting  sales of the policy  described as
Policy  Form  #4065  (Survivorship   Variable  Universal  Life),  shall  receive
commission as stated below:

<S>                     <C>                                    <C>                           <C>
  Policy Year            First Year Target Premium              Premiums in Excess of         Annual Service Fee *
                                                                       Target                  (Paid Quarterly on
                                                                                               Accumulation Value)

       1                            95%                                  5%                            0%
      2-4                            5%                                  5%                            0%
      5-7                            5%                                  5%                           .25%
      8-10                           5%                                  5%                           .25%
      11+                            2%                                  2%                           .25%

</TABLE>

*Writing Representative only
The annual service fee is based on the policy accumulation value,  unimpaired by
reduced rate loans, at that time.


<TABLE>
<CAPTION>
                                                                          1010-V
                AMERITAS VARIABLE LIFE INSURANCE COMPANY (AVLIC)
APPLICATION FOR                    P.O. BOX 82550
VARIABLE                      LINCOLN, NE  68501-2550
UNIVERSAL LIFE                                 PLEASE PRINT CLEARLY IN BLACK INK
________________________________________________________________________________
PRODUCT NAME: [ ] APPLAUSE! II    [ ] ENCORE!     [ ] BRAVO!
COMPLETE INSURED 2 INFORMATION IF APPLYING FOR BRAVO! PRODUCT
________________________________________________________________________________
1. INSURED 1

<S>                                                <C>     <C>                           <C>                  <C>
   Name of Insured 1 ______________________________ Sex ___ Date of Birth _____/____/____ Birthplace__________
                                                                                                      (STATE)

   Former Name (if applicable) ____________________ Social Security Number ___________________________________

   Address ___________________________________________________________________________________________________

   Occupation ______________________________________ Employer ________________________________________________
                                                                                                DATE EMPLOYED

   Telephone-Home _________________________________ Best Time To Call: _____A.M.  _____P.M.

   Telephone-Business _____________________________ Best Time To Call: _____A.M.  _____P.M.
________________________________________________________________________________
2. INSURED 2 (COMPLETE ONLY IF APPLYING FOR BRAVO! SURVIVORSHIP PRODUCT)

   Name of Insured 2 ______________________________ Sex ___ Date of Birth _____/____/____ Birthplace__________
                                                                                                      (STATE)

   Former Name (if applicable) ____________________ Social Security Number ___________________________________

   Address ___________________________________________________________________________________________________

   Occupation ______________________________________ Employer ________________________________________________
                                                                                                DATE EMPLOYED

   Telephone-Home _________________________________ Best Time To Call: _____A.M.  _____P.M.

   Telephone-Business _____________________________ Best Time To Call: _____A.M.  _____P.M.
________________________________________________________________________________
3. OWNER  Owner of the policy is to be (choose one): [ ]Insured 1 [ ]Insured 2 [ ]Joint Owner-Insureds  [ ] Other
                                                                                                            (PLEASE COMPLETE BELOW)

   Full Name ______________________________________ Address _________________________________________________

   Date of Birth/Trust Date _____/_____/_____               _________________________________________________

   Relationship to Insureds
         (or all Trustees Names) __________________ Social Security#/TIN# ___________________________________
________________________________________________________________________________
4. BENEFICIARY  IF LEFT BLANK, THE  BENEFICIARY WILL BE THE ESTATE OF THE OWNER:
   UNLESS OTHERWISE  INDICATED,  MULTIPLE  BENEFICIARIES OF THE SAME CLASS SHALL
   BE PAID EQUALLY TO THE SURVIVOR OR SURVIVORS.

   Primary ________________________________________________  Relationship to Insureds _______________________

   Contingent _____________________________________________  Relationship to Insureds _______________________
________________________________________________________________________________
5. APPLAUSE! OR ENCORE!

   AMOUNT OF INSURANCE $ __________                OPTIONAL RIDERS:

                                                    [ ] Accidental Death Benefit $ ___________
   DEATH BENEFIT OPTION (SELECT ONLY ONE)           [ ] Disability Benefit $ __________ or [ ] Waiver of Monthly Deduction
   --------------------
   [ ] Option A (DEATH BENEFIT IS THE AMOUNT OF     [ ] Payor Disability $ ____________ or [ ] Waiver of Monthly Deduction
       INSURANCE)                                       (APPLICANT UNDER AGE 37, INSURED UP THROUGH AGE 14- COMPLETE L-5 IN
   [ ] Option B (DEATH BENEFIT IS THE AMOUNT OF         SUPPLEMENTAL BOOK)
       INSURANCE PLUS THE ACCUMULATION VALUE)       [ ] Children's Protection ($10,000 COVERAGE PER CHILD) (COMPLETE L-5 IN
                                                        SUPPLEMENTAL BOOK)
                                                    [ ] Guaranteed Insurability $ ____________ (ONLY IF INSURED IS AGE 37)
                                                    [ ] Covered Insured Rider
                                                        [ ] Self Amount $___________
                                                        [ ] Other Person (COMPLETE L-6 IN SUPPLEMENTAL BOOK)
________________________________________________________________________________
6. BRAVO! SURVIVORSHIP ONLY                     OPTIONAL RIDERS (CONT'D.):

   AMOUNT OF INSURANCE $ __________               [ ] First To-Die Term Rider $ ___________
                                                      Beneficiary Designation

                                                      Primary __________________ Relationship _______________

   DEATH BENEFIT OPTION (SELECT ONLY ONE)             Contingent _______________ Relationship _______________

   [ ] Option A (DEATH BENEFIT IS THE AMOUNT OF        [ ] Second To-Die Term Rider $ __________
       INSURANCE)

   [ ] Option B (DEATH BENEFIT IS THE AMOUNT OF        [ ] Term Rider for Covered Insured
       INSURANCE PLUS THE ACCUMULATION VALUE)
                                                       Beneficiary Designation

                                                       [ ] Insured 1 $ _________


   OPTIONAL RIDERS:                                        Primary __________________ Relationship _______________

   [ ] Estate Protection                                   Contingent _______________ Relationship _______________

   [ ] Disability Benefit $ __________                 Beneficiary Designation

          [ ] Insured 1 or [ ] Insured 2               [ ] Insured 2 $ __________

                                                           Primary __________________ Relationship _______________

                                                           Contingent _______________ Relationship _______________

                                                        [ ] Other Insured (COMPLETE L-6 IN SUPPLEMENTAL BOOK)
________________________________________________________________________________


</TABLE>

VUL-AVLIC Ed. 3-99                Page 1 of 6 Pages                      062899p

<PAGE>
<TABLE>
<CAPTION>
<S>                    <C>              <C>                <C>           <C>         <C>   <C>          <C>   <C>
________________________________________________________________________________
7. PREMIUM MODE  PLEASE SELECT ONE.

[ ] Annual     [ ] Semi-Annual     [ ] Quarterly       [ ] Monthly Bank Withdrawal (COMPLETE OPTIONAL PROGRAM FORM)

[ ] Monthly Billing      [ ] Non-Billing     [ ] Invoice Billed       [ ] Payroll Deduction (ADDITIONAL FORM REQUIRED)

[ ] Single $ ________________
________________________________________________________________________________
8. PREMIUM AMOUNT

   Planned Annual Premium $ ___________________ Planned Modal Premium $ ____________________

   *Initial Premium (paid with application) $ ___________. (leave receipt with payor).

            *ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO AVLIC. DO NOT MAKE CHECK PAYABLE TO THE AGENT OR
            LEAVE THE PAYEE BLANK.
________________________________________________________________________________
9. INSURANCE INFORMATION

                                                                           Insured 1  Insured 2
   List all life insurance existing on each Insured.  If None, check box   [ ] None   [ ] None

   Will the insurance now being applied for discontinue, reduce, change, or
   replace any life insurance or annuity in this or any  other company?                             Yes     No
   (If yes, attach Replacement Notice if required by State Law.)                                    [ ]    [ ]
   (Specify policy number(s) below)



   NAME OF INSURED       COMPANY        POLICY NUMBER       AMOUNT         YEAR      WILL THIS POLICY BE REPLACED?
                                                                           ISSUED      YES    NO       AS A 1035?

   _____________________________________________________________________________       [ ]   [ ]           [ ]

   _____________________________________________________________________________       [ ]   [ ]           [ ]

   _____________________________________________________________________________       [ ]   [ ]           [ ]

   _____________________________________________________________________________       [ ]   [ ]           [ ]

   _____________________________________________________________________________       [ ]   [ ]           [ ]

   _____________________________________________________________________________       [ ]   [ ]           [ ]
________________________________________________________________________________
10. OTHER INFORMATION
    With regard to the Insureds: (If yes, please explain)                              Insured 1       Insured 2
                                                                                       Yes    No        Yes   No
a. Has any company declined, postponed, modified, cancelled or refused to renew,
   reinstate or issue insurance?                                                       [ ]   [ ]        [ ]   [ ]

b. Is any other life insurance application now pending or contemplated with any
   other company?                                                                      [ ]   [ ]        [ ]   [ ]

c. Been charged with a driving violation or had your license suspended or had a
   restriction placed on your license within the past 3 years?
   (IF YES, PROVIDE:) Drivers license number _____________ State of Issue ______       [ ]   [ ]

                      Drivers license number _____________ State of Issue ______       [ ]   [ ]

d. Have you participated in any vehicle racing, parachuting, hang gliding, scuba
   diving, mountain climbing or rodeos  within the past 2  years or is  any such
   activity contemplated? (If yes, complete Form HS in Supplemental Book.)             [ ]   [ ]        [ ]   [ ]

e. Have  you flown  within the past  3 years  as a  pilot, student  pilot,  crew
   member, or had  any flying duties, or is any such  activity contemplated? (If
   yes complete Form AV in Supplemental Book.)                                         [ ]   [ ]        [ ]   [ ]

f. Do you anticipate  travel  or  residence  in a foreign  country in  the  near
   future? (If so, where and for how long? ______________________)                     [ ]   [ ]        [ ]   [ ]

DETAILS of "yes" answers. Identify question number and Insured "1" or "2", where
applicable:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
________________________________________________________________________________
11. TOBACCO USE                                                                         Insured 1       Insured 2
                                                                                        Yes    No        Yes   No

a. Have you smoked one or more cigarettes in the past twelve months?                    [ ]   [ ]        [ ]   [ ]

b. Have you used any form or tobacco or nicotine substitute in the past
   twelve months?                                                                       [ ]   [ ]        [ ]   [ ]

   (IF YES, PLEASE INDICATE INSURED "1" OR "2" AND THE TYPE AND FREQUENCY) _______________________________________
________________________________________________________________________________
12. SPECIAL INSTRUCTIONS

    ____________________________________________________________________________

    ____________________________________________________________________________

    ____________________________________________________________________________

    ____________________________________________________________________________

    ____________________________________________________________________________
________________________________________________________________________________
13. (ENDORSEMENTS/CORRECTIONS.) HOME OFFICE  USE ONLY.
    No  change in the amount, age at  issue, classification,  plan of  insurance
    or  benefits  shall  be  effective  unless agreed to in writing by me.  This
    space will not be used in MD,  PA,  WV or any  other  state if  not  allowed
    by statute or  Insurance Department Regulations.

</TABLE>
________________________________________________________________________________

                               Page 2 of 6 Pages

<PAGE>
<TABLE>
<CAPTION>
<S>                                           <C>                    <C>                    <C>
14. SUITABILITY INFORMATION

    A. FINANCIAL INFORMATION                                                                       Owner (if other
                                                    Insured 1              Insured 2            than Insureds or Trust

    i.   Annual income from occupation         $ _________________    $ _________________     $ _________________

    ii.  Annual income from other sources      $ _________________    $ _________________     $ _________________

    iii. Projected income for next 12 months   $ _________________    $ _________________     $ _________________

    iv.  Estimated Net Worth                   $ _________________    $ _________________     $ _________________

    v.   Tax Bracket                             _________________ %    _________________ %     _________________ %


    B. INVESTMENT OBJECTIVES & RISK TOLERANCE
       This section applies to the Owner.  In order to determine if this policy
       meets your investment objectives and continuing financial needs, please
       complete the following:
       INVESTMENT OBJECTIVES: Please check at least one. Multiple objectives can
       be selected. However, if more than one please rank based on importance to
       you.
       Primary = 1, Secondary = 2, etc.

       _____ Long Term Gain   _____ Short Term Gain    _____ Income       _____ Tax Advantaged      _____ Safety of Principal
       RISK TOLERANCE: Rank based on the level of risk. Tolerable = 1, Least Tolerable = 4.

                    _____ Low Risk      _____ Moderate Risk      _____ Speculative Risk        _____ High Risk
    C. CITIZENSHIP INFORMATION          Insured 1           Insured 2
                                       Yes     No          Yes     No

       Are the Insureds citizens of
       the United States?              [ ]    [ ]          [ ]    [ ]

          If not, permanent residents? [ ]    [ ]          [ ]    [ ]

       How long in the United States?  __________          __________

IF YOU DO NOT ANSWER ALL OF QUESTION 14.A., YOU MUST SIGN HERE.
The SEC/NASD and state rules require that we have  reasonable grounds to believe
that the policy is suitable  for you. Such a decision is based on facts, if any,
disclosed by you. You have chosen not to disclose your  financial information to
us. Without this  information,  we  are unable to  make this  determination.  If
you have NOT answered all of question  14.a. above, you are required to sign the
following statement.
I (we) have chosen not to  disclose  this  information.  I (we)  understand  the
policy  benefits and risks and believe that they are  consistent  with our needs
and objectives.


HOME OFFICE USE ONLY     ____________________________________________     ____________________________________________
                                      SIGNATURE OF OWNER                    SIGNATURE OF JOINT OWNER (IF APPLICABLE)
FOR AIC REGISTERED REPRESENTATIVES ONLY

                         ____________________________________________
                               SUPERVISORY PRINCIPAL SIGNATURE
NOTICE
All Registered  Representatives  must provide their  Broker  Dealer with  client
information applicable to suitability. (See your Broker Dealer for details.)
________________________________________________________________________________
15. ALLOCATION  WHOLE PRECENTAGES ONLY, MUST TOTAL 100%.

             FIDELITY FUNDS                                  MFS FUNDS                                           ALGER
    VARIABLE INSURANCE PRODUCTS FUNDS                 VARIABLE INSURANCE TRUST                               AMERICAN FUNDS
       ________%      Money Market                  ________%      Emerging Growth                     ________%    Growth
       ________%      Equity Income*                ________%      Utilities                           ________%    Income & Growth
       ________%      Growth*                       ________%      Global Governments                  ________%    Small Cap
       ________%      High Income*                  ________%      Research                            ________%    Balanced
       ________%      Overseas*                     ________%      Growth With Income                  ________%    MidCap Growth
       ________%      Asset Manager*                                                                   ________%    Leveraged Allcap
       ________%      Investment Grade Bond           MORGAN STANLEY DEAN WITTER
       ________%      Asset Mgr. Growth*                  UNIVERSAL FUNDS
       ________%      Index 500                     ________%      Emerging Markets Equity                      AVLIC
       ________%      Contrafund*                   ________%      Global Equity                       ________%    Fixed Account
                                                    ________%      International Magnum
                                                    ________%      Asian Equity                        ________%    Total
*Service Class for BRAVO!                           ________%      U.S. Real Estate
________________________________________________________________________________
16. TELEPHONE  AUTHORIZATION   UNLESS  WAIVED, THE  OWNER  AND  AGENT/REGISTERED
    REPRESENTATIVE WILL HAVE AUTOMATIC TELEPHONE  TRANSFER AUTHORIZATION.

    [ ] I elect NOT to have telephone authorization         [ ] I elect NOT to have my Registed Reprenstative
                                                                have transfer authorization

    I hereby authorize and direct AVLIC to make  allowable transfers of funds or
    reallocation  of  net  premiums  among available  subaccounts or to complete
    other financial  transactions  as  may be  allowed  by AVLIC at the  time of
    request, based  upon instructions received  by  telephone from a) myself, as
    Owner b) my Agent/Registered Representative in  Section 23 below; and c) the
    person(s) named below. AVLIC  will  not be liable for following instructions
    communicated   by  telephone  that it  reasonably  believes to  be  genuine.
    AVLIC will employ  reasonable procedures, including  requiring   the  policy
    number  to be stated, tape recording  all instructions, and mailing  written
    confirmations. If AVLIC does  not  employ  reasonable procedures  to confirm
    that instructions communicated by telephone are genuine, AVLIC may be liable
    for any losses due to unathorized or fraudulent instructions.

    Name per (c) above: ________________________________________    SS# _________________________

    Address: ____________________________________________________________________________________

    I  understand: a) all  telephone transactions will  be recorded; and b) this
    authorization will continue in force until the earlier  or 1) revocation  by
    the Owner is received  in  written form  or  by  telephone  by  AVLIC; or 2)
    AVLIC discontinues this privilege.
________________________________________________________________________________
</TABLE>
                               Page 3 of 6 Pages

<PAGE>
_______________________________________________________________________________
17.   HEALTH HISTORY

(ANSWER THE FOLLOWING QUESTIONS REGARDING INSURED 1)

  Name of personal physician ___________________________________________________
                                          (IF NONE, SO STATE)

  Address ___________________________________________ Phone ____________________

  Reason last consulted _____________________________ Date _____________________

  What treatment was given or medication prescribed? ___________________________


(ANSWER THE FOLLOWING QUESTIONS REGARDING INSURED 2)

  Name of personal physician ___________________________________________________
                                         (IF NONE, SO STATE)

  Address ___________________________________________ Phone ____________________

  Reason last consulted _____________________________ Date _____________________

  What treatment was given or medication prescribed? ___________________________
________________________________________________________________________________
<TABLE>
<CAPTION>
<S>                                                                                                <C>    <C>          <C>    <C>
FOR FOLLOWING QUESTIONS "HIV" MEANS HUMAN  IMMUNODEFICIENCY  VIRUS, "AIDS" MEANS
ACQUIRED IMMUNE DEFICIENCY SYDROME AND "ARC" MEANS AIDS RELATED COMPLEX.                            Insured 1           Insured 2
                                                                                                    Yes     No          Yes     No

a. Has the Insured within the past 10 years ever been treated or had any:
   (1) Disorder of eyes, ears, nose or throat?                                                      [ ]     [ ]         [ ]     [ ]
   (2) Dizziness, fainting, convulsions, epilepsy, headach, speech defect,
       paralysis or stroke, mental, brain or nervous disorder?                                      [ ]     [ ]         [ ]     [ ]
   (3) Asthma, emphysema, pleurisy, allergies, shortness of breath or any disorder
       of the lungs or respiratory system?                                                          [ ]     [ ]         [ ]     [ ]
   (4) Chest pain, irregular or rapid pulse, high blood preasure, rheumatic fever,
       heart murmur, heart attack, anemia or other disorder of the heart, blood* or
       circulatory system?                                                                          [ ]     [ ]         [ ]     [ ]
          *WI RESIDENT, YOU MAY EXCLUDE ANY BLOOD DISORDER RELATING TO AIDS, THE
           HIV ANTIBODY, SERO-POSITIVITY, OR THE HIV VIRUS.
   (5) Intestinal bleeding, ulcer, ulcerative colitis, spastic colitis, diverticulitis,
       jaundice or any disorder of the liver, gallbladder, or digestive system?                     [ ]     [ ]         [ ]     [ ]
   (6) Sugar, albumin or blood in urine, nephritis, stone or other disorder of the
       kidneys, bladder, prostate, reproductive organs or breasts?                                  [ ]     [ ]         [ ]     [ ]
   (7) Diabetes or disorder ot the thyroid or other endocrine glands?                               [ ]     [ ]         [ ]     [ ]
   (8) Rheumatism, arthritis, gout, deformity or amputation or disorder of the
       muscles or bones?                                                                            [ ]     [ ]         [ ]     [ ]
   (9) Cancer, tumor or cyst or any disorder of the skin or lymph glands?                           [ ]     [ ]         [ ]     [ ]
          GA AND IL RESIDENTS, DO NOT RESPOND TO Q.17.B.(1) AND Q.17.B.(2).
          WA AND WI RESIDENTS, DO NOT RESPOND TO Q. 17.B.(1) THROUGH Q.17.B.(4).
          PA RESIDENTS, DO NOT RESPOND TO Q.17.B.(2).
          CA, CT, AND ND RESIDENTS, DO NOT RESPOND TO Q.17.B.(4).
b. During the past 10 years has the Insured:
   (1) Had or been told they had AIDS or ARC?                                                       [ ]     [ ]         [ ]     [ ]
   (2) Had or been told they had AIDS related conditions?                                           [ ]     [ ]         [ ]     [ ]
   (3) Received treatment in connection with any of the categories named in
       Q.17.b.(1)?                                                                                  [ ]     [ ]         [ ]     [ ]
   (4) Tested positive for antibodies to the AIDS (Human T-cell Lymphotropic,
       HIV) virus?                                                                                  [ ]     [ ]         [ ]     [ ]
         ONLY - GA RESIDENTS, ANSWER Q.17.B.(5) AND Q.17.B.(6).
         ----
   (5) Been diagnosed with AIDS or ARC caused by the HIV infection?                                 [ ]     [ ]         [ ]     [ ]
   (6) Tested positive for the HIV infection?                                                       [ ]     [ ]         [ ]     [ ]
         ONLY - IL, WA AND WI RESIDENTS, ANSWER Q.17.B.(7) AND 17.B.(8).
   (7) Been diagnosed or treated by a person licensed as a medical physician for AIDS?              [ ]     [ ]         [ ]     [ ]
   (8) Been diagnosed or treated by a person licensed as a medical physician for ARC?               [ ]     [ ]         [ ]     [ ]
c. Except as stated in answer to previous questions, has the Insured within the past
   5 years:
   (1) Has any mental or physical disorder not previously listed?                                   [ ]     [ ]         [ ]     [ ]
   (2) Been seen by a physician for a checkup, illness, injury or surgery?                          [ ]     [ ]         [ ]     [ ]
   (3) Been a patient in a hospital, clinic or other medical facility?                              [ ]     [ ]         [ ]     [ ]
   (4) Had an ECG, X-ray, CAT scan or otehr diagnostic test (FOR WI RESIDENTS,
       OTHER THAN AN AIDS RELATED TEST)?                                                            [ ]     [ ]         [ ]     [ ]
       WI RESIDENTS, DO NOT RESPOND TO Q.17.C.(5).
   (5) Been advised to have any diagnostic test, hospitalization or surgery which
       was not completed?                                                                           [ ]     [ ]         [ ]     [ ]
d. Is Insured now taking any medication or treatment?                                               [ ]     [ ]         [ ]     [ ]
e. Has Insured ever used narcotics, barbiturates, amphetamines, cocaine, LSD,
   marijuana, or hallucinogenic drugs?                                                              [ ]     [ ]         [ ]     [ ]
</TABLE>

DETAILS of "Yes" answers.  Identify  question number.  Circle  applicable items.
Include nature of ailment (and pathological  diagnosis,  if applicable),  dates,
duration  and  names and  addresses  of all  attending  physicians  and  medical
facilities.

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
________________________________________________________________________________

                               Page 4 of 6 Pages

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                <C>    <C>          <C>    <C>
                                                                                                    Yes     No          Yes     No
f. Has Insured ever received counseling or treatment for the use of alcohol or drugs?               [ ]    [ ]          [ ]    [ ]
      NC RESIDENTS, DO NOT RESPOND TO Q.17.G.
g. Has Insured ever been a member of a supporting group for the use of alcohol or drugs?            [ ]    [ ]          [ ]    [ ]
h. Does the Proposed Insured have any family history of diabetes, cancer, heart or
   kidney disease?                                                                                  [ ]    [ ]          [ ]    [ ]
i. Tobacco use
   (1) Has the Insured smoked one or more cigarettes in the past twelve months?                     [ ]    [ ]          [ ]    [ ]
   (2) Has the Insured used any form of tobacco or nicotine in the past twelve months?
       (If yes, please provide date of last use) Insured 1 ____________ Insured 2 ___________       [ ]    [ ]          [ ]    [ ]
   (3) Has the Insured used any form of tobacco or nicotine in the past thirty-six months?
       (If yes, please provide date of last use) Insured 1 ____________ Insured 2 ___________       [ ]    [ ]          [ ]    [ ]

   Insured I                                                            Insured 2
   _________________________________________________________________________________________________________________________________
j. Family              Living                     Deceased          j.  Family            Living                      Deceased
    History    Age     Present Health    Age      Cause of Death         History    Age   Present Health      Age     Cause of Death
    Father                                                               Father
    Mother                                                               Mother
    Brothers                                                             Brothers
    Sisters                                                              Sisters
    ________________________________________________________________________________________________________________________________
   Insured 1                                                             Insured 2
     k. Exact Height ___ ft. ___ in.     Exact Weight ___ lbs.               Exact Height ___ ft. ___ in.     Exact Weight ___ lbs.
        [ ] Gained  [ ] Lost _________ pounds within past year.              [ ] Gained  [ ] Lost _________ pounds within past year.
        Reason ________________________________________________              Reason ________________________________________________
</TABLE>
________________________________________________________________________________
DETAILS of "Yes" answers.  Identify  question number.  Circle  applicable items.
Include nature of ailment (and pathological  diagnosis,  if applicable),  dates,
duration  and  names and  addresses  of all  attending  physicians  and  medical
facilities.

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
________________________________________________________________________________
18. DISCLOSURES
    I hereby acknowledge receipt of the current prospectus, and any supplements,
    for  this policy including any required disclosure if the policy applied for
    will be in a qualified plan.
________________________________________________________________________________

19. AGREEMENTS
    I AGREE AS FOLLOWS:

    a. FOR RESIDENTS IN  ALL STATES OTHER THAN COLORADO, NEW MEXICO, PENNSYVANIA
       AND  VIRGINIA:  Any person who, with intent to defraud or know that he is
       facilitating a fraud against an insurer, submits an  application or files
       a claim  containing  a false  or deceptive  statement  may be  guilty  of
       insurance fraud.

    b. NOTE FOR COLORADO RESIDENTS:  It is unlawful  to knowingly provide false,
       incomplete, or  misleading facts or  information to an insurance  company
       for  the  purpose of  defrauding or  attempting to  defraud the  company.
       Penalties may  include imprisionment,  fines,  denial  of  insurance, and
       civil damages. Any insurance company or agent of an insurance company who
       knowingly provides false, incomplete, or misleading facts or information
       to  a policy  holder  or  claimant  for  the  purpose  of  defrauding  or
       attempting  to  defraud the policy  holder or claimant  with regard  to a
       settlement or award  payable from insurance proceeds shall be reported to
       the  Colorado Division  of Insurance within the Department of Regulartory
       Agencies.

    c. NOTE FOR NEW MEXICO RESIDENTS:  Any person who knowingly presents a false
       or  fraudulent claim  for  payment of  a  loss  of  benefit or  knowingly
       presents false information in an application for insurance is guilty of a
       crime and may be subject to civil fines and criminal penalties.

    d. NOTE  FOR PENNSYLVANIA  RESIDENTS:  Any  person  who  knowingly and  with
       intent  to  defraud  any  insurance  company  or other  person  files  an
       application for insurance or statement of claim containing any materially
       false information or  conceals for  the purpose of misleading information
       concerning any fact material  thereto commits a fraudulent insurance act,
       which  is  a crime  and  subjects  such  person  to  criminal  and  civil
       penalties.

    e. NOTE FOR VIRGINIA RESIDENTS:  Any  person who, with  intent to defraud or
       knowing that he is facilitating  a fraud  against an  insurer, submits an
       application or  files a  claim containing a false or  deceptive statement
       may have violated state law.

                               Page 5 of 6 Pages

<PAGE>

    f. Any  policy  including any  endorsements  issued  as  a  result  of  this
       application  will,   with   this   application   and   any   supplemental
       applications, be the entire insurance contract.

    g. No  agent,  broker or  medical examiner can: 1)  waive the answers to any
       questions  in this application; 2) make or change any insurance contract;
       or 3) waive any rights or rules of AVLIC.

    h. EXCEPT  AS  SPECIFIED OTHERWISE IN A  RECEIPT  PROVIDED UPON A PAYMENT OF
       PREMIUM AT THE TIME OF APPLICATION, INSURANCE WILL NOT BE EFFECTIVE UNTIL
       ALL  OF  THE  FOLLOWING  ARE  MET:  A) THE  POLICY  ISSUED  BY  AVLIC  IS
       DELIVERED TO  AND  ACCEPTED  BY  THE  APPLICANT;  AND B)  THE  FIRST FULL
       PREMIUM IS PAID.

    i. AVLIC may change this application by an appropriate notation in the space
       marked  "Endorsements/Corrections":  1)  to  correct  apparent errors  or
       ommissions;  and  2)  to  conform it  with  any policy  rider that may be
       issued.  No change will  be made in the following without the applicant's
       written consent:  1)  amount  of  insurance;  2) plan  of  insurance;  3)
       classification of risks; or 4) benefits.  Acceptance of any policy issued
       under this application ratifies any amendments.

    j. I understand that: 1)  THE  AMOUNT AND  DURATION OF THE DEATH BENEFIT MAY
       VARY WITH INVESTMENT EXPERIENCE, LOANS AND OTHER SPECIFIED CONDITIONS; 2)
       POLICY  VALUES NOT  IN THE  FIXED  ACCOUNT WILL  INCREASE OR  DECREASE IN
       ACCORDANCE  WITH THE EXPERIENCE OF THE SELECTED INVESTMENT OPTIONS OF THE
       SEPARATE ACCOUNT;  3)  the amount of  the benefit payable on surrender is
       not  guaranted,  but  is  dependent  on  the  then  surrender  value;  4)
       illustrations  of  benefits, including  the death  benefit, are available
       upon request;  and  5)  this policy  meets  my investment  objectives and
       anticipated financial needs.
________________________________________________________________________________
20. AUTHORIZATION This  authorization, or a  photocopy of it, shall remain valid
    for use by AVLIC for two (2) years from the date below.
    I  authorize any licensed  physician, medical practitioner, hospital, clinic
    or other  medically related  facility, insurance  company, agency conducting
    Investigative   Consumer   Reports or any information  service, or financial
    institution,  family  member,  or associate  to  release  to  AVLIC  or  any
    person or entity  acting on its behalf, any personal  information  which  is
    on  file and  relates to  my health or  mental condition, general character,
    driving records, use of alcohol and drugs, and  hobbies of hazardous nature.
    I understand  that  any  information obtained  will be used  to determine my
    eligibility for insurance.
    In  addition, I authorize the Medical Information Bureau (MIB) to release to
    AVLIC or its  reinsurers, any  personal information  which  is on  file  and
    relates to me.

    I  also  agree  that  I  have  received  and  read  the   Notice  of AVLIC's
    Insurance  Information Practices,  MIB and  Investigative Consumer  Reports.
    I   also  understand   that   my  authorized  representative   and   I   can
    receive  a  copy   of  this  authorization  if   we  so  desire.   NOTE  FOR
    VIRGINIA  RESIDENTS,   I   authorize   AVLIC  to  obtain  an   Investigative
    Consumer   Report.  An   Investigative  Consumer  Report  commonly  includes
    information   regarding  the  consurmer's   character,  general  reputation,
    personal  characteristics and mode of living.  It also includes verification
    of residence, marital  status and occupation. I understand tht I may request
    a copy  of  the  report upon  its  completion  and  that  I  may  ask  to be
    interviewed in conjunction  with the preparation of the report by contacting
    AVLIC.

    NOTE FOR  WEST VIRGINIA RESIDENTS:  I  also  understand  that  none  of  the
    information  collected  concerning my  sexual  orientation will  be  used to
    determine my eligibility for insurance.
________________________________________________________________________________
21. SUBSTITUTE W-9 CERTIFICATION
    For joint ownership, the first person's name and  Soc. Sec. No. (TIN), i.e.,
    Owner-Insured  1  will  be listed  as the  TIN of  record.   This person  is
    certifying  as  follows:  I certify  under  penalty of perjury that: 1)  the
    number shown on this form is my correct taxpayer identification number (or I
    am waiting  for a  number to  be issued  to me); and 2) I  am not subject to
    backup withholding because: a) I  am exempt from backup withholding; or b) I
    have not been notified by the  Internal Revenue Service that I am subject to
    backup  withholding  as a result  of  a failure  to report  all  interest or
    dividends;  or  c)  the IRS has  notified me that I  am no longer subject to
    backup withholding.

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

    THE INTERNAL REVENUE SERVICE DOES  NOT REQUIRE YOUR CONSENT TO ANY PROVISION
    OF  THIS  DOCUMENT OTHER  THAN THE CERTIFICATIONS  REQUIRED TO AVOID  BACKUP
    WITHHOLDING.
________________________________________________________________________________
<TABLE>
<CAPTION>
<S>                                                                              <C>
22. SIGNATURES
    I  represent  to the best of my knowledge and belief that all statements and
    answers to this application are complete and true.
    Dated at  _____________________________________________________  On this Date _____________________
                        (City)                  (State)

    X                                        X                                    X
    ______________________________________   ___________________________________  ___________________________________
    Signature of Proposed Insured 1          Signature of Insured 2               Signature of Other Insured/Child
                                                                                  (Age 18 or older); if applicable

   X                                                       X
    _______________________________________________         __________________________________________________________
    Signature of Owner if not an Insured                    Signature(s) and Title of Officer or Trustee(s)
     (If a corporation or Trust, show full name)
</TABLE>
________________________________________________________________________________
22. AGENT'S/REGISTERED REPRESENTATIVE'S STATEMENT
    Do  you have any knowledge or reason to believe that replacement of existing
    insurance or annuity coverage may be involved?     [ ] Yes     [ ] No

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

    ____________________________________________________________________________
    Signature of Agent/Registered Representative


    ____________________________________________________________________________
    Print Name Here             AVLIC Agent Code         Agency or Broker/Dealer
________________________________________________________________________________

                                Page 6 of 6 Pages



July 14, 1999




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

Gentlemen:

With  reference to  Pre-Effective  Amendment No. 2 on Form S-6 filed by Ameritas
Variable Life Insurance  Company and Ameritas  Variable Life  Insurance  Company
Separate Account V with the Securities & Exchange  Commission  covering flexible
premium life insurance policies, I have examined such documents and such laws as
I considered necessary and appropriate, and on the basis of such examination, it
is my opinion that:

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

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

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

I  hereby  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
Pre-Effective Amendment No. 2 to said Form S-6 Registration Statement and to the
use of my name under the caption "Legal Matters" in the Prospectus  contained in
the Registration Statement.

Sincerely,

/s/Donald R. Stading

Donald R. Stading
Secretary and General Counsel


July 14, 1999



Ameritas Variable Life Insurance Company
5900 "O" Street
P.O. Box 82550
Lincoln, Nebraska  68501


Gentlemen:


This  opinion is  furnished  in  connection  with the  registration  by Ameritas
Variable Life Insurance  Company,  of a survivorship  flexible  premium variable
universal life insurance policy  ("Contract")  under the Securities Act of 1933.
The  prospectus  included  in  Pre-Effective  Amendment  No.  2 to  Registration
Statement No. 333-71505 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 accumulation  values included in the
   section entitled "Illustrations of Death Benefits and Accumulation 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 a male
   age 55 and a female age 55, than to  prospective  purchasers  of the Contract
   for other ages or for two males or two females.


I hereby  consent to the use of this opinion as an exhibit to the  Pre-Effective
Amendment  No. 2 to the  Registration  Statement and to the reference to my name
under the heading "Experts" in the prospectus.

Very truly yours,

/s/Thomas P. McArdle

Thomas P. McArdle
Assistant Vice President and
Associate Actuary


INDEPENDENT AUDITORS' CONSENT

We  consent to the use in this  Pre-Effective  Amendment  No. 2 to  Registration
Statement No.  333-71505 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
July 13, 1999



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