AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2
497, 1996-03-13
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                            Supplement to Prospectus

By Supplement to Prospectus  ("sticker") dated March 13, 1996, Ameritas Variable
Life Insurance Company discloses the following:

On February 27, 1996, AVLIC determined to postpone the merger with Ameritas Life
Insurance Corp. ("Ameritas Life") indefinitely.

On March 11, 1996,  Ameritas  Life and American  Mutual Life  Insurance  Company
("American  Mutual"),  an Iowa  mutual  life  insurance  company,  announced  an
Agreement of Joint Venture ("Agreement").

The terms of the Agreement,  which has a closing date of March 29, 1996, require
a holding company (AMAL Corporation) to be formed. Also pursuant to the terms of
the  Agreement,  the  stock of  AVLIC  and  Ameritas  Investment  Corp.  will be
transferred to AMAL  Corporation on the closing date. AMAL Corporation will then
issue a  controlling  ownership  of the stock to  Ameritas  Life and a  minority
ownership of the stock to American Mutual.

As of May 1, 1996,  The  Dreyfus  Stock  Index  Fund is no longer an  investment
option under the contract. Funds allocated to the Dreyfus Stock Index Fund as of
April 30, 1996 may remain invested in that portfolio.  If transferred out of the
Dreyfus Stock Index portfolio,  however,  reinvestment  into that portfolio will
not be an  option.  AVLIC  eventually  intends to file an  application  with the
Securities and Exchange Commission to substitute the shares of another portfolio
for shares of the Dreyfus Stock Index Fund.


PROSPECTUS                                                          COMPANY LOGO
                                        AMERITAS VARIABLE LIFE INSURANCE COMPANY


FLEXIBLE PREMIUM                            One Ameritas Way / 5900 "O" Street
VARIABLE ANNUITY POLICY               P.O. Box 81889 / Lincoln, NE  68501-1889
- --------------------------------------------------------------------------------

This  Prospectus  describes  a Variable  Annuity  Policy  ("Policy")  offered by
Ameritas  Variable Life Insurance  Company  ("AVLIC").  The Policy is a deferred
annuity,  designed to aid  individuals  in  long-term  financial  planning,  and
provides for the  accumulation of capital on a tax deferred basis for retirement
or other  long-term  purposes.  The Policy is offered to individuals on either a
tax qualified or non- tax  qualified  basis in exchange for  first-year  premium
payments  of $2,000 or more and  subsequent  premium  payments  of $500 or more.
Smaller  premium  payments  may  be  accepted  on  Bank-O-Matic  or  at  AVLIC's
discretion.

Prior to the annuity date of the policy, the payments accumulate on a completely
variable  basis,  based on the  assets  supporting  the  Policy.  The owner will
receive annuity payments on a fixed basis. The owner has significant flexibility
in  determining  the annuity date on which  payments are  scheduled to commence.
Full withdrawals may be made at any time, partial  withdrawals may be made up to
four times annually,  and systematic partial  withdrawals may be made up to once
each  month,  subject  to  certain   restrictions,   before  the  annuity  date.
Withdrawals are subject to a contingent deferred sales charge and tax penalty in
certain  circumstances.  Any withdrawal  amount may be paid in a lump sum or, if
elected,  all or part may be paid out under an  annuity  income  option.  Policy
loans are available from policies purchased in 403(b) plans. The Policy provides
the flexibility necessary to permit an owner to devise an annuity that best fits
his or her needs.

Premium  payments  will be  allocated to the Ameritas  Variable  Life  Insurance
Company Separate  Account VA-2 ("Account") or to the Fixed Account.  The Account
has  twenty  Subaccounts,  with the  assets of each  invested  in  corresponding
portfolios  of the Variable  Insurance  Products  Fund,  the Variable  Insurance
Products Fund II, the Alger American Fund, MFS Variable  Insurance  Trust and/or
the Dreyfus Stock Index Fund  (collectively  the "Funds").  The initial  premium
payment will be allocated to the Money Market  Subaccount,  as of the  effective
date,  for 13 days.  After the expiration of the 13-day period (see page 17) the
accumulation  value will be allocated to the Subaccounts or to the Fixed Account
as selected by the Policyowner. The Variable Insurance Products Fund is a mutual
fund  advised by  Fidelity  Management  &  Research  Company  ("FMR")  with five
portfolios: the Money Market, the High Income, the Equity-Income, the Growth and
the Overseas  Portfolios.  The Variable  Insurance  Products Fund II is a mutual
fund with five  portfolios,  the Asset Manager,  the Investment  Grade Bond, the
Index 500*, the Contrafund*,  and the Asset Manager:  Growth* Portfolios.  It is
also  advised  by FMR.  The  Alger  American  Fund is a  mutual  fund  with  six
portfolios,   Alger   American   Income  and  Growth,   Alger   American   Small
Capitalization,  Alger American  MidCap Growth,  Alger  American  Growth,  Alger
American Leveraged AllCap*,  and Alger American Balanced  Portfolios.  The Alger
American Fund is advised by Fred Alger  Management,  Inc. ("Alger  Management").
MFS Variable  Insurance Trust is a Massachusetts  business trust.  The Trust has
twelve separate portfolios or series, of which, MFS Emerging Growth Series*, MFS
Utilities Series*,  and MFS World Governments Series* are offered.  MFS Variable
Insurance Trust is advised by  Massachusetts  Financial  Services  Company ("MFS
Co.").  The Dreyfus Stock Index Fund has one  portfolio.  It is advised by Wells
Fargo NIKKO Investment  Advisors (WFNIA).  The accompanying  prospectuses of the
four funds describe the investment objectives, policies and risks of each of the
portfolios of the funds. The Policy  accumulation  value will vary in accordance
with the  investment  performance  of the  Subaccounts  selected  by the  owner.
Therefore,  the owner bears the entire  investment  risk of monies placed in the
Account under this Policy prior to the annuity date.

* New funds are only  available  under newly issued  policies.  Availability  is
expected by May 1, 1996, for all policyholders.

This Prospectus sets forth the  information  that a prospective  investor should
know before  investing.  A Statement of Additional  Information about the Policy
and the Account is available  free by writing  AVLIC at the address  above or by
calling 1-800-745-1112.  The Statement of Additional Information,  which has the
same date as this  Prospectus,  has been filed with the  Securities and Exchange
Commission and is incorporated herein by reference. The table of contents of the
Statement of Additional Information is included at the end of this Prospectus.

This  Prospectus  Must Be  Accompanied Or Preceded By Current  Prospectuses  For
Variable  Insurance  Products Fund,  Variable  Insurance Products Fund II, Alger
American Fund, MFS Variable Insurance Trust, and Dreyfus Stock Index Fund.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES  REGULATORY AUTHORITY NOR HAS THE
COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

The Date of This Prospectus is October 2, 1995.
<PAGE>
<TABLE>
<CAPTION>

TABLE OF CONTENTS
                                                                          Page
<S>                                                                        <C> 
Definitions................................................................  3
Fee Table..................................................................  4
Questions and Answers About The Policy.....................................  7
Financial Statements ...................................................... 10
    Ameritas Variable Life Insurance Company and the Account............... 12
    Ameritas Variable Life Insurance Company............................... 12
    Ameritas Variable Life Insurance Company Separate Account VA-2......... 12
    The Funds.............................................................. 12
    Investment Policies and Objectives of the Funds' Portfolios............ 13
Addition, Deletion or Substitution of Investments.......................... 16
The Fixed Account.......................................................... 16
The Policy................................................................. 16
    Policy Application and Premium Payment................................. 17
    Allocation of Premium.................................................. 17
    Accumulation Value..................................................... 17
    Value of Accumulation Units............................................ 18
    Transfers.............................................................. 18
    Owner Inquiries........................................................ 18
    Refund Privilege....................................................... 18
    Policy Loans........................................................... 18
Charges and Deductions..................................................... 19
    Administrative Charges................................................. 19
    Mortality and Expense Risk Charge...................................... 19
    Contingent Deferred Sales Charge....................................... 20
    Taxes.................................................................. 20
    Fund Investment Advisory Fees and Expenses............................. 21
Distributions Under the Policy............................................. 21
    Full and Partial Withdrawals........................................... 21
    Critical Needs Withdrawals............................................. 21
    Annuity Date........................................................... 22
    Death of Annuitant Prior to Annuity Date .............................. 22
    Election of Annuity Income Options..................................... 22
    Annuity Income Options................................................. 23
    Deferment of Payment................................................... 23
General Provisions......................................................... 23
    Control of Policy...................................................... 23
    Beneficiary............................................................ 24
    Change of Beneficiary.................................................. 24
    Contestability......................................................... 24
    Misstatement of Age or Sex............................................. 24
    Reports and Records.................................................... 24
Federal Tax Matters........................................................ 24
    Introduction........................................................... 24
    Taxation of Annuities in General....................................... 25
Distribution of the Policies............................................... 26
Safekeeping of the Account's Assets........................................ 26
Voting Rights.............................................................. 26
Legal Proceedings.......................................................... 27
Statement of Additional Information........................................ 27

The Policy, certain portfolios,  and certain provisions are not available in all
States.

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

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

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

ACCUMULATION VALUE - The value of all amounts accumulated under the Policy prior
to the annuity date.

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

ANNUITY DATE - The date on which annuity payments begin.

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

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

AVLIC ("WE,  US, OUR") - Ameritas  Variable Life Insurance  Company,  a Nebraska
stock company.

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

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

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

DECLARED  RATES - AVLIC  guarantees  that it will  credit  interest in the Fixed
Account at an  effective  annual rate of at least  4.5%.  AVLIC may, at its sole
discretion declare higher interest rates for amounts allocated or transferred to
the Fixed Account.

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

EFFECTIVE  DATE - The date that the  premium  payment is  applied to  purchase a
Policy for the owner.

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

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

JOINT  ANNUITANT - The person other than the  annuitant who may be designated by
the owner and on whose life annuity payments may also be based.

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

NONQUALIFIED  POLICIES - Policies that do not qualify for special federal income
tax treatment.

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

PAYEE - The owner, annuitant, beneficiary, or any other person, estate, or legal
entity to whom benefits are to be paid.

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

POLICY  DATE - The  date  set  forth  in the  Policy  that is the  date  used to
determine policy  anniversary dates and policy years.  Policy  anniversaries are
measured from the policy date.

POLICY YEAR - The period from one policy  anniversary date until the next policy
anniversary date.
<PAGE>
PORTFOLIO  - The  separate  investment  portfolios  of the  Fidelity  Fund,  the
Fidelity Fund II, the Alger  American  Fund,  the MFS Fund and the Dreyfus Index
Fund. The Fidelity Fund  currently has five  portfolios:  The Money Market,  the
High Income, the Equity-Income,  the Growth,  and the Overseas  Portfolios.  The
Fidelity Fund II has five  portfolios:  Asset  Manager,  Investment  Grade Bond,
Index 500, Contrafund,  and Asset Manager: Growth Portfolios. The Alger American
Fund has six  portfolios:  the Alger  American  Income and Growth  ("Income  and
Growth"), the Alger American Small Capitalization ("Small-Cap"),  Alger American
MidCap Growth ("MidCap"), Alger American Growth ("Alger American Growth"), Alger
American  Leveraged AllCap  ("Leveraged  AllCap"),  and Alger American  Balanced
("Balanced") Portfolios. MFS Variable Insurance Trust, ("MFS Fund" or "MFS"), is
a  Massachusetts  business trust.  The Trust has twelve  separate  portfolios or
series,  of which,  MFS Emerging  Growth  Series ("MFS  Emerging  Growth"),  MFS
Utilities Series ("MFS Utilities"), and MFS World Governments Series ("MFS World
Governments") are offered. The Dreyfus Index Fund has one portfolio.

PREMIUM  PAYMENT - Under the Policy,  the  first-year  premium  payment  must be
$2,000 or more and  subsequent  payments must be $500 or more.  Smaller  premium
payments may be accepted on Bank-O-Matic or at AVLIC's discretion.

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

SUBACCONT - A division of the Account.  Each Subaccount invests exclusively in 
the shares of a specified portfolio of the Fund.

SUCCESSOR  OWNER - The  person  who may be  designated  by the owner and to whom
Policy  ownership passes upon . Valuation date - A valuation date is each day on
which the New York Stock Exchange is open for trading.

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

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

FEE TABLE
CONTRACT OWNER TRANSACTION EXPENSES

This table is to assist the  Policyowner  to  understand  the various  costs and
expenses that the  Policyowner  will bear,  directly and  indirectly at both the
Separate  Account and portfolio level. The table does not include possible state
premium taxes.

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

        %          Year                   %          Year

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

Surrender Fees..........................................................    0%
Exchange Fee............................................................    0%
Transfer Fee (after 12 free transfers annually).........................   $10
Annual Policy Fee (up to $50, currently $30)............................   $30
Annual Administrative Fees and Expenses.................................   .20%

SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE).
Mortality and Expense Risk Fees.........................................  1.25%
  (See "Charges and Deductions," page 19.)


FIDELITY FUND ANNUAL EXPENSES
<TABLE>
<CAPTION>

                      Money       High       Equity-
                      Market     Income      Income*     Growth*     Overseas
<S>                   <C>        <C>         <C>         <C>          <C> 
Management.......      .20%       .61%        .52%        .62%         .77%
Other............      .07%       .10%        .06%        .07%         .15%
                      ------     ------      ------      ------       ------
Total............      .27%       .71%        .58%        .69%         .92%

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

FIDELITY FUND II ANNUAL EXPENSES

                   Asset      Investment   Index                  Asset Manager:
                  Manager*    Grade Bond   500**    Contrafund***    Growth ***
<S>               <C>           <C>        <C>         <C>            <C>
Management.......  .72%          .46%       .28%        .62%           .72%
Other............  .08%          .21%       .00%        .27%           .21%
                  ------        ------     ------      ------         ------
Total............  .80%          .67%       .28%        .89%           .93%

</TABLE>

* A portion  of the  brokerage  commission  the fund paid was used to reduce its
expenses.  Without this reduction,  total operating expenses would have been for
Equity-Income - .60%; Growth - .70%; and for Asset Manager - .81%.

(See "The Funds", page 12 and Portfolios Prospectuses).

** Fund  expenses were  voluntarily  reduced by the fund's  investment  adviser.
Without this reduction, total operating expenses would have been .81%.

***  Management  fee and  expenses  estimated  for  1995.  Contrafund  and Asset
Manager: Growth commenced operations January 3, 1995.

<TABLE>
<CAPTION>

ALGER AMERICAN FUND ANNUAL EXPENSES

                                                 Alger
                 Income and   Small      Mid    American              Leveraged
                   Growth      Cap       Cap     Growth    Balanced    AllCap*
<S>               <C>        <C>       <C>       <C>        <C>        <C>

Management......   .625%      .85%      .80%      .75%       .75%       .85%
Other...........   .125%      .11%      .17%      .11%       .33%       .94%
                  -------    ------    ------    ------     ------     ------
Total...........   0.75%      .96%      .97%      .86%      1.08%      1.79%


*Management  fee and expenses  estimated for 1995.  Inception date for Leveraged
AllCap was January 25, 1995.

</TABLE>

<TABLE>
<CAPTION>

MFS FUND ANNUAL EXPENSES

                MFS Emerging     MFS Utilities        MFS World          Dreyfus Index Fund
               Growth Series*    Series*         Governments Series**    Annual Expenses***
<S>                <C>              <C>                <C>                    <C>    

Management......    .75%             .75%               .75%                    .15%
Other...........    .25%             .25%               .25%                    .25%
                   ------           ------             ------                  ------
Total...........   1.00%            1.00%              1.00%                    .40%
</TABLE>


* MFS Co. has agreed to bear, subject to reimbursement, expenses for each of the
Emerging Growth Series and the Utilities Series such that each Series' aggregate
operating  expenses  shall not  exceed,  on an  annualized  basis,  1.00% of the
average  daily net assets of the Series from  November 2, 1994 through  December
31, 1996 provided however,  that this obligation may be terminated or revised at
any time. Absent this expense arrangement, "Other Expenses" and "Total Operating
Expenses" would be 1.00% and 1.75%, respectively, for the Emerging Growth Series
and  0.93%  and  1.68%,  respectively,  for the  Utilities  Series,  based  upon
estimated expenses for the series' current fiscal year.

** MFS Co. has agreed to bear,  subject to reimbursement,  expenses of the World
Government  Series such that the  Series'  aggregate  operating  expenses do not
exceed 1.00%, on an annualized  basis,  of its average daily net assets.  Absent
this expense  arrangement,  "Other Expenses" and "Total Operating  Expenses" for
the World Governments Series would be 0.63% and 1.38%, respectively.

*** For the period ended December 31, 1994, if these expenses for the period had
been  incurred by the  Dreyfus  Index Fund  Portfolio,  the ratio of expenses to
average daily net assets would have been .56%.

Fidelity Management & Research Company (FMR) has agreed to reimburse the various
portfolios  if, and to the extent  that,  the  portfolios'  aggregate  operating
expenses are in excess of .80% (Investment  Grade Bond  Portfolio),  1.00% (High
Income,  Contrafund and Asset Manager: Growth Portfolios),  1.25% (Asset Manager
Portfolio) or 1.50%  (Equity-Income,  Growth,  and Overseas  Portfolios)  of the
respective  Portfolios'  average  net  assets.  FMR has  voluntarily  agreed  to
temporarily limit Index 500 Portfolio's total operating expenses to 0.28%. Alger
Management  has agreed to reimburse the  Portfolios  if, and to the extent that,
the Portfolios'  aggregate operating expenses (excluding  interest,  taxes, fees
for  brokerage  services  and  extraordinary  expenses)  are in  excess of 1.25%
(Income and Growth,  and  Balanced  Portfolios)  and 1.50%  (Small Cap,  MidCap,
Leveraged AllCap and Growth  Portfolios) of the respective  Portfolio's  average
net assets. WFNIA and Dreyfus Corporations have undertaken to
<PAGE>
reimburse  the Dreyfus  Index Fund if, and to the extent that,  its  Portfolio's
aggregate  operating expenses exceed .40% of the average net assets of the Fund.
These  agreements are expected to continue in the future years.  As long as this
expense limitation continues for a portfolio,  if a reimbursement occurs, it has
the effect of lowering the  portfolio's  expense ratio and  increasing its total
return.


EXAMPLE: If you surrender your contract at the end of the applicable time period
you would pay the following expenses on a $1,000 investment,  assuming 5% annual
return on assets:

<TABLE>
<CAPTION>


                        1 Year      3 Years       5 Years        10 Years
                        ------      -------       -------        --------
<S>                     <C>         <C>            <C>            <C> 
Money Market..........   $79         $118           $140           $216
High Income...........   $83         $132           $163           $261
Equity-Income.........   $82         $128           $156           $248
Growth................   $83         $131           $162           $259
Overseas..............   $85         $138           $173           $282
Asset Manager.........   $84         $134           $167           $270
Investment Grade Bond.   $83         $131           $161           $257
Index 500.............   $79         $119           $141           $217
Contrafund............   $85         $137           $172           $279
Asset Manager: Growth.   $86         $138           $174           $283
Income and Growth ....   $84         $133           $165           $265
Balanced..............   $87         $143           $181           $298
Small Cap ............   $86         $139           $175           $286
MidCap................   $86         $140           $176           $287
Alger American Growth.   $85         $136           $170           $276
Leveraged AllCap......   $94         $164           $216           $365
MFS Emerging Growth...   $86         $140           $177           $290
MFS Utilities.........   $86         $140           $177           $290
MFS World Governments.   $86         $140           $177           $290
Dreyfus Index.........   $80         $122           $147           $229

</TABLE>

EXAMPLE: If you annuitize at the end of the applicable time period you would pay
the  following  expenses on a $1,000  investment,  assuming 5% annual  return on
assets:
<TABLE>
<CAPTION>

                        1 Year     3 Years        5 Years        10 Years
                        ------     -------        -------        --------
<S>                     <C>         <C>            <C>            <C>
Money Market..........   $79         $ 58           $100           $216
High Income...........   $83         $ 72           $123           $261
Equity-Income.........   $82         $ 68           $116           $248
Growth................   $83         $ 71           $122           $259
Overseas..............   $85         $ 78           $133           $282
Asset Manager.........   $84         $ 74           $127           $270
Investment Grade Bond.   $83         $ 71           $121           $257
Index 500.............   $79         $ 59           $101           $217
Contrafund............   $85         $ 77           $132           $279
Asset Manager: Growth.   $86         $ 78           $134           $283
Income and Growth ....   $84         $ 73           $125           $265
Balanced..............   $87         $ 83           $141           $298
Small Cap ............   $86         $ 79           $135           $286
MidCap................   $86         $ 80           $136           $287
Alger American Growth.   $85         $ 76           $130           $276
Leveraged AllCap......   $94         $104           $176           $365
MFS Emerging Growth...   $86         $ 80           $137           $290
MFS Utilities.........   $86         $ 80           $137           $290
MFS World Governments.   $86         $ 80           $137           $290
Dreyfus Index.........   $80         $ 62           $107           $229

</TABLE>
<PAGE>
EXAMPLE:  If you do not  surrender  your  contract  you would pay the  following
expenses on a $1,000  investment,  assuming 5% annual return on assets: 
<TABLE>
<CAPTION>

                       1 Year       3 Years        5 Years       10 Years
                       ------       -------        -------       --------
<S>                     <C>         <C>            <C>            <C>  
Money Market..........   $19         $ 58           $100           $216
High Income...........   $23         $ 72           $123           $261
Equity-Income.........   $22         $ 68           $116           $248
Growth................   $23         $ 71           $122           $259
Overseas..............   $25         $ 78           $133           $282
Asset Manager.........   $24         $ 74           $127           $270
Investment Grade Bond.   $23         $ 71           $121           $257
Index 500.............   $19         $ 59           $101           $217
Contrafund............   $25         $ 77           $132           $279
Asset Manager: Growth.   $26         $ 78           $134           $283
Income and Growth ....   $24         $ 73           $125           $265
Balanced..............   $27         $ 83           $141           $298
Small Cap ............   $26         $ 79           $135           $286
MidCap................   $26         $ 80           $136           $287
Alger American Growth.   $25         $ 76           $130           $276
Leveraged AllCap......   $34         $104           $176           $365
MFS Emerging Growth...   $26         $ 80           $137           $290
MFS Utilities.........   $26         $ 80           $137           $290
MFS World Governments.   $26         $ 80           $137           $290
Dreyfus Index.........   $20         $ 62           $107           $229

</TABLE>


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




QUESTIONS AND ANSWERS ABOUT THE POLICY

NOTE:  The  following  section  contains  brief  questions and answers about the
Policy.  Reference  should  be made to the  body of  this  Prospectus  for  more
detailed  information.  With respect to qualified  policies,  it should be noted
that the  requirements  of a particular  retirement  plan, an endorsement of the
Policy,  or  limitations or penalties  imposed by the Internal  Revenue Code may
impose  limits or  restrictions  on  premiums,  withdrawals,  distributions,  or
benefits,  or on other provisions of the Policies,  and this Prospectus does not
describe any such limitations or  restrictions.  See "Federal Tax Matters," page
24.  Also  "you" or "your"  refers to the owner;  "we," "us" or "our"  refers to
Ameritas Variable Life Insurance Company.

1. WHAT IS THE PURPOSE OF THE POLICY?
   The Policy  seeks to allow you to  accumulate  funds based on the  investment
   experience of the assets  underlying the Policy,  in the Account or the Fixed
   Account,  on a  tax-deferred  basis  and to  receive  annuity  payments  when
   desired.  Once payments commence under an annuity income option,  the annuity
   payments  do  not  depend  on  the  investment  experience  of  the  Policy's
   underlying  assets.  Instead,  the  amount of the  payments  is set as of the
   annuity date and does not change over the annuity payment  period,  unless an
   interest payment option is selected. The Policy may be purchased on a non-tax
   qualified basis ("nonqualified  policy.") The Policy may also be purchased in
   connection  with certain plans  qualifying  for favorable  federal income tax
   treatment  ("qualified  policy").  The owner can allocate premium payments to
   one or more  Subaccounts  of the Ameritas  Variable  Life  Insurance  Company
   Separate  Account  VA-2 (the  "Subaccounts"),  each of which will invest in a
   corresponding  portfolio of the Funds,  or to the Fixed Account.  Because the
   accumulation value depends on
<PAGE>
   the investment  experience of the selected  Subaccounts,  the owner bears the
   investment  risk under this Policy for monies placed in Subaccounts  prior to
   the annuity date.

 2.WHAT IS AN ANNUITY AND WHAT ANNUITY OPTIONS ARE AVAILABLE?
   An  annuity  provides  for a series of  periodic  payments  beginning  on the
   annuity date,  based on the net cash surrender  value on the annuity date, to
   be paid to the  designated  payee.  The  owner  may  select  from a number of
   annuity  income  options,  including  annuity  payments  for  the  life of an
   annuitant (or an annuitant and another person,  the joint  annuitant) with or
   without a guaranteed number of annuity payments,  or for a designated period,
   for a  designated  amount,  or for an interest  payment  option.  The annuity
   payments remain the same  throughout the payment  period,  unless an interest
   payment option is selected.

   The owner also has some  flexibility  in choosing the annuity date;  however,
   without AVLIC's prior  approval,  payments must begin no later than the first
   day of the month after the annuitant's  95th birthday (90th in Oregon).  (See
   "Annuity Date," page 22 and "Annuity Income Options," page 23.)

3. WHAT TYPES OF INVESTMENTS UNDERLIE THE ACCOUNT?
   Currently, the assets supporting the  Policies  prior to the annuity date are
   invested  exclusively  in  shares of the Funds or in the Fixed  Account.  The
   Fidelity Fund currently  has  five portfolios: the Money Market, High Income,
   Equity-Income,  Growth, and  Overseas  Portfolios.  The  Fidelity Fund II has
   five  portfolios:  the Asset  Manager,  Investment  Grade  Bond,  Index  500,
   Contrafund,  and Asset Manager: Growth Portfolios.  The  Alger  American Fund
   has six  portfolios:  the   Income  and   Growth;  Small-Cap;  MidCap;  Alger
   American Growth,  Leveraged AllCap; and  Balanced  Portfolios.  The  MFS Fund
   has twelve separate  portfolios or series,  of which,  MFS  Emerging  Growth,
   MFS Utilities,  and MFS World  Governments  are offered.  The  Dreyfus  Index
   Fund has one  portfolio.  Each  of  the  twenty  Subaccounts  of the  Account
   invests solely in the  corresponding  portfolio  of  the Funds. The assets of
   each  portfolio  are held separately  from the other  portfolios and each has
   distinct  investment  objectives  and policies  which  are  described  in the
   accompanying prospectuses for the Funds. (See "The Funds," page 12.)

4. INVESTMENTS IN THE FIXED ACCOUNT.
   Premium  payments  allocated  to the Fixed  Account are placed in the general
   account  of  AVLIC  which   supports   insurance  and  annuity   obligations.
   Policyowners  are paid interest on the amounts placed in the Fixed Account at
   guaranteed rates (4.5%) or at higher "declared  rates." (See "Fixed Account,"
   page 16).

5. HOW DO I PURCHASE A POLICY?
   You may  purchase  a Policy  with a  first-year  premium  payment of at least
   $2,000.  You may make subsequent  premium  payments of $500 or more.  Smaller
   premium  payments may be accepted on Bank-O-Matic  or at AVLIC's  discretion.
   The total of all premium  payments  made under annuity  contracts  having the
   same annuitant may not exceed $1,000,000 without AVLIC's prior approval. (See
   "Policy Application and Premium Payment," page 17.)

6. HOW MAY I ALLOCATE THE PREMIUM PAYMENT?
   On the  effective  date of the Policy,  the premium  paid is allocated to the
   Money  Market  Subaccount.  Thirteen  days  after  the  effective  date,  the
   accumulation  value is allocated  among the  Subaccounts  or Fixed Account in
   accordance  with the allocation  instructions  designated by the owner in the
   application. (See "Allocation of Premium," page 17.)

7. CAN I TRANSFER AMOUNTS?
   Transfers of the accumulation  value among the Subaccounts of the Account can
   be made 12 times each policy year without  charge.  A transfer  charge may be
   imposed each additional time amounts are transferred  between Subaccounts and
   will be deducted from the amount transferred.  The maximum transfer charge is
   $10.00 per transfer. Transfers must be at least $250, or, if less, the entire
   value of the  Subaccount  from which the transfer is made. The minimum amount
   which can remain in a  Subaccount  as a result of a transfer is $100.00.  Any
   amount  below  this  minimum  must be  included  in the  amount  transferred.
   Transfers may also be made from the  Subaccounts to the Fixed Account.  Up to
   one  hundred  percent  of the  amount  deposited  in the Fixed  Account  plus
   interest  thereon may be  transferred  out of the Fixed Account during the 30
   day  period  following  the  yearly  anniversary  of the date of the  policy.
   Transfers  from the Fixed Account are free and will not be considered  one of
   the 12 free yearly transfers. (See "Transfers," page 18.)
<PAGE>
 8.CAN I GET TO MY MONEY IF I NEED IT?
   All or part of the  accumulation  value of the Policy may be withdrawn before
   the earlier of the  annuitant's  death or the annuity date.  Policy loans are
   available from policies  purchased in 403(b) plans.  The withdrawal right may
   be restricted  by Section  403(b)(11) of the IRS code, if the annuity is used
   in connection with a Section 403(b)  retirement  plan; and is limited to four
   partial  withdrawals per year,  systematic partial withdrawals may be made up
   to once each month.  Amounts  withdrawn  may also be subject to a  contingent
   deferred sales charge  depending upon the size of the withdrawal,  the Policy
   accumulation value, and the time since the Policy premiums were deposited.  A
   policyowner may withdraw that portion of the policy  accumulation  value that
   exceeds the total  premiums  deposited  without a contingent  deferred  sales
   charge.  Thereafter,  unless  waived,  a contingent  deferred sales charge is
   assessed  only on  premiums  paid based  upon the  number of years  since the
   premiums  withdrawn were paid, on a first paid,  first withdrawn  basis.  The
   contingent  deferred  sales charge is a maximum of 6% of the premium  payment
   withdrawn  and  grades  to 0% after the  seventh  year  after  the  withdrawn
   premiums were deposited.  (See "Contingent  Deferred Sales Charge," page 20.)
   WE GUARANTEE THAT THIS CHARGE WILL NOT BE INCREASED. In addition, upon a full
   withdrawal the owner will be assessed a pro rata portion of the annual policy
   fee.  (See "Annual  Policy Fee," page 19.)  Certain  withdrawals  may also be
   subject  to a  federal  penalty  tax as well as  federal  income  tax.  (See,
   "Federal Tax Matters," page 24.) Full or partial  withdrawals  from the Fixed
   Account may be deferred for up to 6 months from the date of written request.

9. WHAT ARE THE CHARGES UNDER MY POLICY?
   In order to permit investment of the entire premium payment,  we currently do
   not deduct sales charges at the time of investment. However, unless waived, a
   contingent  deferred sales charge,  as described above, is imposed on certain
   full or  partial  withdrawals  of the  Policies  and  annuitization  to cover
   certain expenses relating to the sale of the Policies,  including commissions
   to  registered   representatives   and  other  promotional   expenses.   (See
   "Contingent Deferred Sales Charge," page 20.) We will, when taxes,  including
   premium  taxes,  are  imposed by state law upon the  receipt  of the  premium
   payment,  deduct such taxes on receipt of the payment.  If, instead,  premium
   taxes are  imposed  upon  annuitization,  such taxes will be deducted at that
   time. (See "Taxes," page 20.) In addition,  an annual  administration  fee of
   .20% of the year end balance of the  accumulation  value is deducted to cover
   administrative  expenses,  and the  policyowner  may be  charged a $10.00 per
   transfer  fee  after  the 12 free  transfers  of each  policy.  (See  "Annual
   Administration Fee," and "Transfers," pages 19 and 18.) Certain other charges
   are deducted under the Policy to cover  administrative  expenses of operating
   the Policy and mortality  and expense  risks.  These charges  include a daily
   charge at the annual rate of 1.25% of average daily net assets of the Account
   plus an annual charge which is currently  $30.00.  Mortality and expense risk
   charges  are not charged  against  the Fixed  Account.  (See  "Mortality  and
   Expense Risk Charge," page 19 and "Annual Policy Fee," page 19.)

10.WHAT HAPPENS IF THE ANNUITANT DIES BEFORE THE ANNUITY DATE?
   In the event that the  annuitant  dies prior to the  annuity  date,  upon due
   proof of death, the death benefit becomes  payable.  The death benefit may be
   paid as either a lump sum cash benefit or under an annuity income option.
   (See "Death of Annuitant Prior to Annuity Date," page 22.)

11.WHAT HAPPENS IF THE OWNER DIES BEFORE THE ANNUITY DATE?
   In the event that the owner (or joint owner) dies prior to the annuity  date,
   his or her entire  interest  in the Policy  will be  distributed  within five
   years after the date of death.  If the person to whom ownership  passes,  the
   owner's  designated  beneficiary,  chooses to take his or her  interest as an
   annuity,  to be paid to himself or  herself or for his or her  benefit,  then
   under certain  circumstances,  that portion is treated as  distributed on the
   date  distributions  begin.  Special rules apply where the owner's designated
   beneficiary is the surviving spouse of the deceased owner.  (These provisions
   are described in greater  detail in the  Statement of Additional  Information
   see "IRS Required Distributions," page 7.)

12.CAN THE POLICY BE RETURNED AFTER IT IS DELIVERED?
   The owner is granted a period of time to examine a Policy and return it for a
   refund.  The owner may cancel the Policy  within the period  specified on the
   policy  form,  which is within 10 days after the owner  receives  the Policy,
   unless the  particular  state in which the  Policy is sold  requires a longer
   period.  The refund will be the greater of the premiums  paid or the premiums
   paid adjusted by investment gains and losses.  (See "Refund  Privilege," page
   18.)

13.WHO DO I CALL IF I HAVE QUESTIONS ABOUT MY ANNUITY?
   Any questions  about  procedures or your Policy will be answered by us at One
   Ameritas Way, 5900 "O" Street, P.O. Box 81889, Lincoln,  Nebraska,  68501, or
   by calling 1-800-745-1112. All inquiries should include the policy number and
   the owner's name. In addition,  confirmations will be mailed to the owner for
   any transactions that take place, and an annual report will be sent once each
   policy  year  showing  the  accumulation  value in each  Subaccount,  and any
   charges, transfers or withdrawals during the year.
<PAGE>
<TABLE>
<CAPTION>

FINANCIAL STATEMENTS

The  financial  statements  for AVLIC and the Account (as well as the  auditors'report thereon) are in the statement of additional
information.

ACCUMULATION UNIT VALUES
- ------------------------

Following are the accumulation unit values for the subaccounts as of October 23, 1987, when the account commenced business; December
31, 1987, 1988, 1989, 1990, 1991, 1992, 1993 and 1994. The  number  of  outstanding  accumulation  units  in  each  subaccount as of
December 31, 1987,  1988, 1989, 1990, 1991, 1992, 1993 and 1994 are also shown:

ACCUMULATION UNIT
AS OF:                10-23-87     12-31-87     12-31-88     12-31-89     12-31-90    12-31-91     12-31-92    12-31-93   12-31-94
                      --------     --------     --------     --------     --------    --------     --------    --------   --------
<S>                    <C>         <C>          <C>          <C>          <C>          <C>          <C>        <C>        <C>       
Money Market                -            -        1.020        1.099        1.173        1.000        1.262      1.286      1.325
High Income             9.500        9.742       10.750       10.167        9.797        9.550       15.910     18.938     18.414   
Equity-Income               -            -       11.315       13.118       10.971       11.850       16.460     19.217     10.322
Growth                  9.840       10.364       11.853       15.380       13.399       18.510       20.795     24.517     24.207
Overseas                9.240        9.457       10.099       12.597       12.216       13.100       11.507     15.601     15.674
Asset Manager*              -            -            -            -       10.523       12.550       14.076     16.830     15.609
Inv. Grade Bond**           -            -            -            -            -       11.080       12.074     13.232     12.577
Index 500*****              -            -            -            -            -            -            -          -          -
Contrafund*****             -            -            -            -            -            -            -          -          -
Asset Manager:
Growth*****                 -            -            -            -            -            -            -          -          -
Income and 
Growth***                   -            -            -            -            -            -       13.831     15.073     13.654
MidCap****                  -            -            -            -            -            -            -     13.563     13.190
Small Cap***                -            -            -            -            -            -       27.043     30.286     28.603
Balanced****                -            -            -            -            -            -            -     11.499     10.872
Alger American
Growth***                   -            -            -            -            -            -       20.017     24.209     24.259
Leveraged
AllCap*****                 -            -            -            -            -            -            -          -          -
MFS Emerging
Growth*****                 -            -            -            -            -            -            -          -          -
MFS Utilities*****          -            -            -            -            -            -            -          -          -
MFS World
Governments*****            -            -            -            -            -            -            -          -          -
Dreyfus Index***            -            -            -            -            -            -       15.757     17.015     16.953

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

NUMBER OF ACCUMULATION UNITS
OUTSTANDING
AS OF:             12-31-87    12-31-88    12-31-89       12-31-90        12-31-91        12-31-92        12-31-93       12-31-94
                   --------  -----------  -----------  --------------  --------------  --------------  -------------- --------------
<S>              <C>        <C>          <C>          <C>             <C>             <C>             <C>            <C>  
Money Market              -  157,416.729  208,280.871  11,911,544.496  15,150,911.120  23,516,860.733  24,394,597.763 48,755,227.272
High Income         155.907   15,646.599   52,878.092      75,439.485     429,942.219     404,678.129     780,485.192  1,076,076.694
Equity-Income             -   15,337.513   79,609.928     536,146.361     873,089.237   1,090,217.227   1,692,367.958  2,332,200.380
Growth            1,251.918    3,944.769    4,476.273     344,241.440     832,635.695   1,058,120.400   1,930,905.248  2,448,226.330
Overseas            109.209    2,271.707   72,009.171     214,204.062     261,859.646     452,257.534   1,680,013.325  2,050,429.513
Asset Manager*            -            -            -     187,701.160   1,037,390.785   2,461,567.482   5,540,619.649  7,758,786.284
Inv. Grade Bond**         -            -            -               -     151,044.569     799,187.033   1,220,611.462  1,185,301.883
Index 500*****            -            -            -               -               -               -               -              -
Contrafund*****           -            -            -               -               -               -               -              -
Asset Manager: 
Growth*****               -            -            -               -               -               -               -              -
Income and
Growth***                 -            -            -               -               -      33,407.531      98,620.982    172,001.664
MidCap****                -            -            -               -               -               -      91,504.219    268,394.026
Small Cap***              -            -            -               -               -     222,600.706     539,880.302    671,144.393
Balanced****              -            -            -               -               -               -      34,686.690     94,786.818
Alger American
Growth***                 -            -            -               -               -      61,910.658     166,606.094    641,126.689
Leveraged
AllCap*****               -            -            -               -               -               -               -              -
MFS Emerging
Growth*****               -            -            -               -               -               -               -              -
MFS Utilities*****        -            -            -               -               -               -               -              -
MFS World
Governments*****          -            -            -               -               -               -               -              -
Dreyfus Index***          -            -            -               -               -      50,585.228     176,454.414    229,756.110
 



*    No activity prior to December 31, 1989.
**   No activity prior to December 31, 1990.
***  No activity prior to December 31, 1991.
**** No activity prior to December 31, 1992.
*****No activity prior to December 31, 1994.

</TABLE>
<PAGE>
AVLIC AND THE ACCOUNT

AMERITAS VARIABLE LIFE INSURANCE COMPANY

Ameritas  Variable Life  Insurance  Company  ("AVLIC") is a stock life insurance
company  organized in the State of Nebraska.  AVLIC was incorporated on June 22,
1983 and commenced  business  December 29, 1983. AVLIC is currently  licensed to
sell life insurance in 46 states and the District of Columbia. AVLIC's financial
statements may be found at page 11 of the Statement of Additional Information.

AVLIC is a wholly-owned  subsidiary of Ameritas Life Insurance Corp.  ("Ameritas
Life").  Ameritas Life is a mutual life insurance  company domiciled in Nebraska
since 1887.  AVLIC, as a wholly-owned  subsidiary of Ameritas Life, has a rating
of A+  (Superior)  from  A.M.  Best  Company,  a firm  that  analyzes  insurance
carriers.  Ameritas Life enjoys a long  standing A+ (Superior)  rating from A.M.
Best. Ameritas Life also has been rated A ("Excellent") by Weiss Research, Inc.,
and has an AA  ("Excellent")  rating  from  Standard & Poor's for claims  paying
ability.  The Home Offices of both AVLIC and  Ameritas  Life are at One Ameritas
Way, 5900 "O" Street, P.O. Box 81889, Lincoln, Nebraska 68501. Ameritas Life and
subsidiaries  had  total  assets at  December  31,  1994 of over  $2.0  billion.
Ameritas Life guarantees the obligations of AVLIC.  This guarantee will continue
until  AVLIC is  recognized  by a National  Rating  Agency as having a financial
rating equal to or greater  than  Ameritas  Life,  or until AVLIC is acquired by
another  insurance  company who has a financial  rating equal to or greater than
Ameritas Life and who agrees to assume the guarantee.

AVLIC voted to approve a Merger  Agreement with Ameritas Life  ("Agreement")  at
its December 5, 1994, board meeting. The merger was scheduled to occur on May 1,
1995, or such later date as the required regulatory approvals could be obtained.
On March 31, 1995, the company determined to postpone the merger to evaluate its
options in light of the present  regulatory  climate.  The effective date of the
merger is currently postponed until May 1, 1996.

AVLIC may publish in advertisements and reports to Policyowners, the ratings and
other information  assigned it, by one or more independent rating services.  The
purpose of the ratings is to reflect the financial strength and/or claims-paying
ability of AVLIC.  The ratings do not relate to the  performance of the separate
account.  Further  AVLIC may  publish  charts and other  information  concerning
dollar cost averaging, tax-deference and other investment methods.


AMERITAS VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-2

AVLIC  established the Ameritas Variable Life Insurance Company Separate Account
VA-2  (the  "Account")  on May  28,  1987,  under  Nebraska  law  as a  separate
investment  account.  This Account holds assets that are segregated  from all of
AVLIC's other assets and are not chargeable with liabilities  arising out of any
other business AVLIC may conduct.  Income,  gains,  or losses of the Account are
credited without regard to other income, gains, or losses of AVLIC. Although the
assets  maintained  in the  Account  will not be  charged  with any  liabilities
arising out of AVLIC's other business all obligations arising under the policies
are  liabilities of AVLIC who will at all times  maintain  assets in the Account
with a total  market  value at least  equal to the  reserve  and other  contract
liabilities for the Account.  The Account will at all times contain assets equal
to  or  greater  than  account   values   invested  in  the  separate   account.
Nevertheless,  to the extent assets in the Account exceed AVLIC's liabilities in
the Account,  AVLIC may,  from time to time,  withdraw  the assets  available to
cover general account obligations.

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


THE FUNDS

There are  currently  twenty  Subaccounts  within the Account  which support the
Policies,  and each  invests only in a  corresponding  portfolio of the Fidelity
Fund, the Fidelity Fund II, the Alger  American  Fund, the MFS Fund,  and/or the
Dreyfus Index Fund, (collectively the "Funds").

The Funds are registered with the SEC under the 1940 Act as open-end diversified
management   investment   companies.   The  registrations  do  not  involve  SEC
supervision of the management or investment  practices or policies of the Funds.
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.
<PAGE>
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 about the Funds,  including a description
of risks,  charges and expenses is in the prospectuses for the Funds, which must
accompany or precede this  Prospectus.  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 reserve  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.   The  Alger  American  Leveraged  AllCap
Portfolio may employ  "leverage" by borrowing 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.  The
High Income,  Equity-Income,  Asset Manager: Growth and Asset Manager Portfolios
may  invest  in  non-investment   grade,   high  risk  debt  securities.   These
Prospectuses  should  be  read  carefully  together  with  this  Prospectus  and
retained.

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

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

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS' PORTFOLIOS

FIDELITY FUNDS
- --------------

PORTFOLIO              INVESTMENT POLICY               OBJECTIVES
- ------------------     ---------------------------     -------------------------
Money Market1          High-quality  U.S.   dollar     Seeks  to  obtain as high
                       denominated  money   market     a level of current income
                       instruments of domestic and     as  is  consistent   with
                       foreign Issuers.(Commercial     preserving   capital  and
                       Paper,    Certificate    of     providing liquidity.
                       Deposit).

High Income1           At  least  65%  in   income     Seeks  to  obtain  a high
                       producing  debt  securities     level  of  current income
                       and preferred stocks, up to     by  investing   in   high
                       20%  in  common  stocks and     income  producing  lower-
                       other   equity  securities,     rated   debt   securities
                       and up to 15% in securities     (sometimes  called  "junk
                       subject  to  restriction on     bonds"), preferred stocks
                       resale.                         including     convertible
                                                       securities and restricted
                                                       securities.

Equity-Income1         At  least  65%  in   income     Seeks  reasonable  income
                       producing common or prefer-     by investing primarily in
                       red  stock.  The  remainder     income  producing  equity
                       will  normally  be invested     securities.  The goal  is
                       in  convertible   and  non-     to  achieve  a  yield  in
                       convertible debt obligations.   excess  of  the composite
                                                       yield  of  the Standard &
                                                       Poor's   500    Composite
                                                       Stock Price Index.

Growth1                Portfolio purchases normally    Seeks  to achieve capital
                       will  be  common  stocks of     appreciation.
                       both well-known established
                       companies and smaller, less-
                       known  companies,  although
                       the  investments  are   not
                       restricted to  any one type
                       of    security.    Dividend
                       income will only be consid-
                       ered  if  it  might have an 
                       effect on stock values.

Overseas1              At  least  65%  invested in     Seeks  long-term  growth
                       securities    of    issuers     of  capital    primarily
                       outside  of  North America.     through  investments  in
                       Most   issuers   will    be     foreign securities.
                       located  in developed coun-
                       tries in  the Americas, the
                       Far East and Pacific Basin,
                       Scandinavia  and    Western
                       Europe.  While  the primary
                       purchases  will  be  common
                       stocks,   all   types    of
                       securities may be purchased.
<PAGE>
Asset Manager2         Equities (Growth, High Div-     Seeks   to   obtain  high
                       idends,   Utility),   bonds     total     return     with
                       (Government,  Agency, Mort-     reduced  risk   over  the
                       gage  backed,   Convertible     long  term  by allocating
                       and Zero Coupon)  and money     its  assets  among domes-
                       market instruments.             tic  and  foreign stocks,
                                                       bonds,   and   short-term
                                                       fixed-income  securities.

Investment
Grade Bond2            A  portfolio  of investment     Seeks as high  a level of
                       grade  fixed-income   secu-     current income as is con-
                       rities with an average mat-     sistent with  the preser-
                       urity of ten years or less.     vation of capital.

Index 500 2            At least  80%  (65% if fund     Seeks investment  results
                       assets   are   below    $20     that  correspond  to  the
                       million)  in  equity  secu-     total  return  of  common
                       rities  of  companies  that     stocks publicly traded in
                       compose   the   Standard  &     the  United  States,   as
                       Poor's 500.  Also purchases     respresented    by    the
                       short-term  debt securities     Standard & Poor's 500.
                       for  cash  management  pur-
                       poses  and uses various in-
                       vestment  techniques,  such 
                       as  futures  contracts,  to 
                       adjust  its exposure to the 
                       Standard & Poor's 500.

Contrafund2            Portfolio   purchases  will     Seeks  long-term  capital
                       normally be common stock or     appreciation.
                       securities convertible into
                       common  stock  of companies  
                       believed  to be undervalued 
                       due to an overly  pessimis-
                       tic appraisal by the public.

Asset Manager:  
Growth2                Focuses on stocks  for high     Seeks  to  maximize total
                       potential returns  but also     return by  allocating its
                       purchases bonds  and short-     assets    among   stocks,
                       term  instruments.              bonds, short-term instru-
                                                       ments  and  other invest-
                                                       ments.


ALGER AMERICAN
- --------------
FUNDS
- -----

PORTFOLIO              INVESTMENT POLICY               OBJECTIVES
- ------------------     ---------------------------     -------------------------
Income and             The  Portfolio  attempts to     Seeks to provide  a  high
Growth                 invest 100% of  its assets,     level  of dividend income
                       except   during   temporary     to  the extent consistent
                       defensive periods,  and  it     with  prudent  investment
                       is a fundamental  policy of     management.   Capital ap-
                       the  Portfolio to invest at     preciation is a secondary
                       least 65% of its assets  in     objective  of  the  Port-
                       dividend    paying   equity     folio.
                       securities  that are listed
                       on  a  national exchange or
                       in  securities  convertible
                       into dividend paying equity
                       securities.
<PAGE>
Balanced               The  Portfolio  will invest     Seeks  current income and
                       its assets in common stocks     long-term capital apprec-
                       and  investment grade  pre-     iation by  investing   in
                       ferred  stock and debt sec-     common  stocks  and fixed
                       urities   as  well  as sec-     income  securities,  with
                       urities  convertible   into     emphasis  on  income pro-
                       common  stocks. Except dur-     ducing  securities  which
                       ing  defensive  periods, it     appear  to   have    some
                       is anticipated  that 25% of     potential   for   capital
                       the  portfolio  assets will     appreciation.
                       be invested in fixed income
                       senior  securities.  

Small-Cap              The Portfolio  will  invest     Seeks  long-term  capital
                       its   assets   in    equity     appreciation.
                       securities  of    companies 
                       whose securities are traded
                       on domestic stock exchanges
                       or in the  over-the-counter
                       market. These companies may
                       still  be  in  the develop-
                       mental stage. The Portfolio
                       will invest at least 65% of
                       its assets  in  the  secur-
                       ities   of   companies  who
                       have total  market capital-
                       ization  of  less  than  $1 
                       billion.  The Portfolio may
                       also  purchase   restricted
                       securities,  lend  its sec-
                       urities  or sell securities
                       short.  Investing in small,
                       newer   issues    generally
                       involves greater  risk than
                       investing  in  larger, more
                       established issues. Accord-
                       ingly, an investment in the
                       Portfolio may not be appro-
                       priate for all investors. 
<PAGE>
MidCap                 The  Portfolio  will invest     Seeks  long-term  capital
Growth                 its  assets in equity  sec-     appreciation.
                       urities of companies  whose
                       securities  are  traded  on
                       domestic  exchanges  or  in 
                       the over-the-counter market.
                       These  companies  may still 
                       be  in   the  developmental
                       stage, they  may   also  be 
                       older companies that appear
                       to  be entering a new stage
                       of  growth.   The Portfolio 
                       will invest at least 85% of
                       its  net  assets  in equity  
                       securities and at least 65%
                       of  its  total   assets  in 
                       securities of companies who
                       have total  market capital-
                       ization  of  between   $750 
                       million and $3.5 billion.

Growth                 The  Portfolio  will invest     Seeks  long-term  capital
                       its  assets  in   companies     appreciation.
                       whose securities are traded
                       on  domestic stock exchange 
                       or in the  over-the-counter
                       market. The  Portfolio will 
                       invest at least  85% of its 
                       net assets  in  equity sec-
                       urities  and at  least  65%
                       of its total assets  in the
                       securities    of  companies 
                       that  have  a  total market 
                       capitalization     of    $1 
                       billion or greater. 

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

 .
MFS FUNDS
- ---------

PORTFOLIO              INVESTMENT POLICY               OBJECTIVES 
- ------------------     ----------------------------    -------------------------
Emerging Growth        At least 80%  normally will     Seeks  to  provide  long-
Series                 be   invested   in   common     term capital growth. Div-
                       stocks of small  and medium     idend and interest income
                       sized emerging  growth com-     is incidental.
                       panies. From 10% to 25% may
                       be  invested   in   foreign
                       securities  not   including 
                       ADR's.

Utilities Series       At  least  65%,  but  up to     Seeks capital  growth and
                       100%, normally  will be in-     current   income   (above
                       vested  in  equity and debt     that   available  from  a
                       securities of both domestic     portfolio   invested  en-
                       and  foreign  companies  in     tirely  in  equity secur-
                       the  utilities    industry.     ities).
                       Normally, not more than 35%
                       will be invested in  equity
                       and   debt   securities  of
                       issuers in other industries,
                       including   foreign securi-
                       ties,  emerging market sec-
                       urities and non-dollar den-
                       ominated  securities.

World Governments      At  least 80% normally will     Seeks   capital   preser-
Series                 be invested in debt secur-      vation   and  growth with
                       ities.  May  invest  up  to     moderate  current income.
                       100%  of  assets in foreign
                       securities,       including 
                       emerging   markets   secur-
                       ities. 

DREYFUS FUND

PORTFOLIO              INVESTMENT POLICY               OBJECTIVES 
- ------------------     ----------------------------    -------------------------

Dreyfus                The Fund  attempts to dupli-    Seeks to provide  invest-
Index Fund             cate the  investment results    ment  results  that  cor-
                       of the Standard & Poor's 500    respond to the  price and
                       Composite  Stock Price Index    yield   performance    of
                       (the  "Index").    The  Fund    publicly  traded   common
                       attempts to be fully invest-    stocks  in the aggregate,
                       ed  at all times and, in any    as   represented  by  the
                       event, at  least  80% of the    Standard  &  Poor's   500
                       Fund's  net  assets  will be    Composite Stock Index.
                       invested,  in  stocks   that 
                       comprise the Index.

1 Variable Insurance Products Fund Portfolio.
2 Variable Insurance Products Fund II Portfolio.
<PAGE>
Each portfolio pays the Manager a monthly fee for managing its  investments  and
business affairs.  In addition,  each portfolio's total operating  expenses will
include fees for  shareholder  services and other  expenses,  such as custodial,
legal,  accounting  and other  miscellaneous  fees.  (See "Fee Table" page 4). A
complete  description  of the  expenses,  fees and charges of the  portfolios is
found in the Funds' prospectuses and Statements of Additional Information.


ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

AVLIC  reserves the right,  subject to applicable  law, and if necessary,  after
notice to and prior approval from the SEC and/or state insurance authorities, to
make additions to, deletions from, or substitutions for the shares that are held
in the Account or that the Account may purchase.  The Account may, to the extent
permitted  by law,  purchase  other  securities  for other  Policies or permit a
conversion between Policies upon request by the owners.

AVLIC also reserves the right, in its sole discretion,  to establish  additional
Subaccounts of the Account,  each of which would invest in shares  corresponding
to a new portfolio of the Fund or in shares of another investment company having
a specified investment objective.  AVLIC may, in its sole discretion,  establish
new  Subaccounts or eliminate one or more  Subaccounts if marketing  needs,  tax
considerations or investment conditions warrant. Any new Subaccounts may be made
available to existing owners on a basis to be determined by AVLIC.

If any of these  substitutions  or changes  are made,  AVLIC may by  appropriate
endorsement  change the Policy to reflect the  substitution or change.  If AVLIC
deems it to be in the best interest of owners, and subject to any approvals that
may  be  required  under  applicable  law,  the  Account  may be  operated  as a
management  company under the 1940 Act, it may be deregistered under that Act if
registration  is no longer  required,  or it may be  combined  with other  AVLIC
separate  accounts.  To the extent  permitted by applicable  law, AVLIC may also
transfer  the assets of the  Account  associated  with the  Policies  to another
separate  account.  In addition,  AVLIC may, when permitted by law,  restrict or
eliminate any voting rights of owners or other persons who have voting rights as
to the  Account.  The  owner  will be  notified  of any  material  change in the
investment policy of any portfolio in which the owner has an interest.


FIXED ACCOUNT

Owners may elect to allocate all or a portion of their  premium  payments to the
Fixed Account and they may also transfer monies from the Separate Account to the
Fixed Account or from the Fixed Account to the Separate Account.

Payments  allocated to the Fixed Account and transfers from the Separate Account
to the Fixed Account are placed in the general account of AVLIC,  which supports
insurance and annuity  obligations.  The general account includes all of AVLIC's
assets,  except those assets segregated in the separate accounts.  AVLIC has the
sole  discretion  to  invest  the  assets of the  general  account,  subject  to
applicable  law.  AVLIC bears an  investment  risk for all amounts  allocated or
transferred  to the  Fixed  Account  and  interest  credited  thereto,  less any
deduction for charges and expenses,  whereas the owner bears the investment risk
that the  declared  rate  described  below,  may fall to a lower  rate after the
expiration  of a declared  rate period.  Because of exemptive  and  exclusionary
provisions,  interests in the general account have not been registered under the
Securities Act of 1933 (the "1933 Act") nor is the general account registered as
an investment company under the Investment Company Act of 1940 (the "1940 Act").
Accordingly,  neither the general account nor any interest  therein is generally
subject to the provisions of the 1933 or 1940 Act.

We understand that the staff of the SEC has not reviewed the disclosures in this
Prospectus  relating  to the Fixed  Account  portion of the  Contract;  however,
disclosures  regarding the Fixed Account  portion of the Contract may be subject
to generally applicable  provisions of the federal securities laws regarding the
accuracy and completeness of statements made in prospectuses.

AVLIC  guarantees that it will credit interest at an effective annual rate of at
least 4.5%.  AVLIC may, at its discretion,  declare higher interest  rate(s) for
amounts allocated or transferred to the general account.  ("Declared  Rate(s)").
Each month AVLIC will establish the declared rate for the monies  transferred or
allocated to the Fixed  Account that month.  The owner will earn interest on the
amount  transferred  or  allocated at the rate  declared  for a 12-month  period
effective  the month of transfer or  allocation.  After the end of the  12-month
period,  the monies will earn interest at the rate established by AVLIC for each
month.


THE POLICY

The Policy is a variable  annuity policy.  The rights and benefits of the Policy
are described below and in the policy form; however, AVLIC reserves the right to
make any modification to conform the Policy to, or to give the owner the benefit
of, any federal or state statute or any rule or regulation thereunder.
<PAGE>
This  Policy  may be  purchased  on a  non-tax  qualified  basis  ("nonqualified
policy").  The Policy may also be purchased  in  connection  with certain  plans
qualifying for favorable federal income tax treatment ("qualified policy").

POLICY APPLICATION AND PREMIUM PAYMENT

Individuals wishing to purchase a Policy must complete an application and submit
it to AVLIC's Home Office (One Ameritas  Way,  5900 "O" Street,  P.O. Box 81889,
Lincoln,  Nebraska  68501).  The  application  must be submitted with an initial
premium  payment of not less than $2,000 unless other  provisions for payment of
the $2,000  premium  are made.  Acceptance  is  subject to AVLIC's  underwriting
rules,  and AVLIC  reserves the right to reject an  application  for any reason.
After the policy is issued,  an owner may make  additional  premium  payments of
$500 or more.  Smaller  premium  payments may be accepted on  Bank-O-Matic or at
AVLIC's  discretion.  Also,  AVLIC has the right  not to accept  total  premiums
greater than  $1,000,000,  or a premium payment where the total premium payments
made under AVLIC annuity contracts having the same annuitant exceed $1,000,000.

If the  application  and  initial  premium  payment  can be accepted in the form
received,  the  initial  premium  payment  will be applied to the  purchase of a
Policy within two business  days after  receipt by AVLIC at its Home Office.  In
those  instances  where other  provisions for the payment of the initial premium
are made,  the initial  premium will be applied after the  application  has been
accepted  and within two  business  days after  AVLIC has  received  the initial
premium in its home office in Federal Funds.  The date that the initial  premium
is applied to the purchase of the Policy is the effective date of the Policy.

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

The policy  date for the Policy will be the same day as the  effective  date for
the Policy,  unless it falls on the 29th, 30th or 31st of a month, in which case
the policy  date will be set at the 28th day of that  month.  The policy date is
used to determine policy anniversary dates and policy years.


ALLOCATION OF PREMIUM

In the application for a Policy,  the owner allocates the premium to one or more
Subaccounts of the Account or to the Fixed Account.  The minimum percentage that
may be allocated to any one Subaccount,  or to the Fixed Account,  is 10% of the
premium, and fractional  percentages may not be used. The allocations must total
100%.

The initial  premium is  allocated  on the  effective  date of the Policy to the
Money Market Subaccount. The initial premium, less any applicable premium taxes,
will be used to purchase  accumulation  units of the Money Market  Subaccount at
the price next computed on the effective date.

Thirteen days after the effective  date,  the  accumulation  value of the Policy
will be allocated among the Subaccounts, or to the Fixed Account, as selected by
the owner in the application.

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

ACCUMULATION VALUE

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

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

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

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

TRANSFERS

Accumulation value may be transferred among the Subaccounts 12 times each policy
year without charge.  A transfer charge of $10.00 may be imposed each additional
time amounts are transferred  between  Subaccounts and will be deducted from the
amount  transferred.  The total  amount  transferred  each time must be at least
$250, or the balance of the Subaccount, if less. Accumulation values may also be
transferred  from the  Subaccounts of the separate  account to the Fixed Account
without  limitation.  Transfers of up to 100% of the  accumulation  value may be
made from the Fixed Account to the various  Subaccounts during the 30 day period
following the yearly  anniversary  date of the policy.  Transfers from the Fixed
Account are free and will not count as one of the 12 free transfers. The minimum
amount that may remain in a Subaccount  or the Fixed Account after a transfer is
$100.  AVLIC will effect  transfers and determine all values in connection  with
transfers  on the later of the date  designated  in the request or at the end of
the valuation  period during which the transfer  request is received at the Home
Office.

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

Transfers may be subject to additional limitations at the fund level.

OWNER INQUIRIES

Inquiries should be addressed to Ameritas Variable Life Insurance  Company,  One
Ameritas Way, 5900 "O" Street, P.O. Box 81889,  Lincoln,  Nebraska 68501 or made
by calling  1-800-745-1112.  All inquiries  should include the policy number and
the owner's name.

REFUND PRIVILEGE

The owner is given a period  of time to  examine  a Policy  and  return it for a
refund.  The owner may cancel the Policy within the period of time stated on the
policy  form,  which is 10 days after  receipt of the Policy,  unless  state law
requires  a longer  period of time.  The  refund is equal to the  greater of the
premiums paid or the premiums adjusted by investment gains and losses. To cancel
the Policy,  the owner should mail or deliver it to AVLIC at the Home Office.  A
refund,  if the  premium was paid by check,  may be delayed  until the check has
cleared the owner's bank.

POLICY LOANS

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

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

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

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


CHARGES AND DEDUCTIONS

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

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

ADMINISTRATIVE CHARGES

ANNUAL  POLICY FEE. An annual policy fee of up to $50.00  (currently  $30.00) is
deducted from the  accumulation  value on the last valuation date of each policy
year. This charge,  reimburses AVLIC for the administrative costs of maintaining
the Policy on AVLIC's system.

ANNUAL  ADMINISTRATION  FEE.  A  charge  of .20% of the  accumulation  value  is
calculated and deducted from the  accumulation  value on the last valuation date
of each policy year.  This charge,  which is guaranteed not to be increased,  is
designed to reimburse AVLIC for  administrative  expenses incurred in connection
with  issuing the  Policies  and  ongoing  administrative  expenses  incurred in
connection with servicing and maintaining the Policies.  These expenses  include
the cost of processing the application and premium payments, establishing policy
records,  processing  and  servicing  owner  transactions  and  policy  changes,
recordkeeping,  preparing and mailing  reports,  processing death benefit claims
and overhead.

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


MORTALITY AND EXPENSE RISK CHARGE

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

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

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


CONTINGENT DEFERRED SALES CHARGE

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

Those  annuitants  whose  policies  have been in force for at least one year and
meet certain  conditions may make  withdrawals  without  surrender  charges (See
"Critical Needs Withdrawals," page 21).

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


              %              Year                 %               Year
             <S>              <C>                <C>               <C> 

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

</TABLE>

In the case of a partial  withdrawal or annuitization,  the contingent  deferred
sales charge will be deducted from the amounts  remaining under the Policy.  The
charge will be allocated pro rata among the  Subaccounts  (or the Fixed Account)
based on the accumulation value in each prior to the withdrawal or annuitization
unless an owner requests a partial  withdrawal or annuitization  from particular
Subaccounts  or the Fixed  Account in which case the  charge  will be  allocated
among  those  Subaccounts  or the  Fixed  Account  in  the  same  manner  as the
withdrawal.  A contingent  deferred sales charge will not be assessed on premium
payments  withdrawn at least two years after  deposit,  if withdrawn and applied
under annuity  income option c or d. (See "Annuity  Income  Options,"  page 23.)
Full or partial  withdrawals  from the Fixed Account may be deferred for up to 6
months from the date of written request.

TAXES

AVLIC  will,  where  such taxes are  imposed  by state law of the  Policyowner's
residence as made known to AVLIC upon the receipt of a premium  payment,  deduct
premium taxes. If instead,  premium taxes are imposed upon annuitization by said
state,  AVLIC will  deduct  applicable  premium  taxes at that time.  Applicable
premium tax rates  depend  upon such  factors as the  owner's  current  state of
residency,  and the  insurance  laws and the  status  of AVLIC in  states  where
premium  taxes are incurred.  Currently,  premium taxes range from 0% to 3.5% of
the  premium  paid.  Applicable  premium  tax  rates  are  subject  to change by
legislation,  administrative interpretations or judicial acts. The owner will be
notified of any applicable  premium taxes.  Owners are responsible for informing
AVLIC in writing of changes of residence.
<PAGE>
Under  present  laws,  AVLIC will incur state or local taxes (in addition to the
premium taxes described  above) in several states.  At present,  these taxes are
not significant; thus, AVLIC is not currently making a charge. If they increase,
however,  AVLIC may make charges for such taxes.  Such charges would be deducted
from the accumulation unit value.

AVLIC does not expect to incur any federal income tax liability  attributable to
investment  income or capital gains  retained as part of the reserves  under the
Policies.  (See "Federal Tax Matters," page 24.) Based upon these  expectations,
no charge is being made  currently to the Account for corporate  federal  income
taxes which may be attributable to the Account.

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

FUND INVESTMENT ADVISORY FEES AND EXPENSES

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

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


DISTRIBUTIONS UNDER THE POLICY

FULL AND PARTIAL WITHDRAWALS

The owner may make up to four  partial  withdrawals  each  policy year or a full
withdrawal of the Policy to receive part or all of the accumulation  value (less
any  applicable  charges),  at any time  before the  annuity  date and while the
annuitant  is  living,  by  sending a written  request  to  AVLIC.  The  partial
withdrawals may also be established on a  predetermined,  systematic basis of no
more than one per  month.  The  withdrawal  right may be  restricted  by Section
403(b)(11) of the IRS Code and,  should the  withdrawal be an eligible  rollover
distribution  from a qualified  plan or an annuity in a 403(b) plan,  it will be
subject  to  a  mandatory  20%  withholding   under  the  IRS  Code  unless  the
distribution  is paid  directly by AVLIC into an eligible  retirement  plan in a
direct  rollover.  (See  "Federal  Tax  Matters,"  page 24.) No  partial or full
withdrawals  may be made after the annuity  date except as  permitted  under the
particular  annuity option.  The amount available for full or partial withdrawal
("cash surrender  value") is the accumulation  value at the end of the valuation
period during which the written  request for  withdrawal  is received,  less any
contingent  deferred sales charge, any applicable premium taxes, and in the case
of a full withdrawal, less a pro rata amount of the annual policy fee that would
be due on the last valuation  date of the policy year. The cash surrender  value
may be paid in a lump sum to the owner,  or, if elected,  all or any part may be
paid out under an annuity income  option.  (See "Annuity  Income  Options," page
23.)

CRITICAL NEEDS WITHDRAWALS.  Annuitants whose policies have been in force for at
least one year may, under certain conditions, make withdrawals without surrender
charges.  These conditions include: the annuitant must be 65 or younger when the
policy  was  issued;  the policy  accumulation  value must  exceed  $5,000;  the
annuitant must provide a medical doctor's  verification of diagnosis of terminal
illness with less than 12 months to live; or verification of 90 consecutive days
of  confinement in a medical  facility for an approved  medical  reason;  and no
additional  premium  payments are made during the waiver  period.  The waiver of
withdrawal  charges during  confinement will continue for 90 days after release.
This waiver of withdrawal charges is not available in all states.

In the absence of specific  direction from the owner,  amounts will be withdrawn
from the  Subaccounts  and the Fixed  Account on a pro rata  basis.  Any partial
withdrawal  that would reduce the cash surrender value to less than $100 will be
considered  a request for full  withdrawal.  Any partial  annuitization  will be
allocated first to earnings and then to principal.

All withdrawals of amounts held in the Account will be paid within seven days of
receipt of written  request,  subject to postponement in certain  circumstances.
(See  "Deferment of Payment," page 23.) Payments under the Policy of any amounts
derived from a premium paid by check may be delayed until such time as the check
has cleared the
<PAGE>
payor's  bank.  If, at the time the owner  makes a  partial  or full  withdrawal
request,  he or she has not provided  AVLIC with a written  election not to have
federal  income taxes  withheld,  AVLIC must by law withhold such taxes from the
taxable  portion of any full or partial  withdrawal and remit that amount to the
federal government. At the owner's request, AVLIC will provide a form to request
a withdrawal and to notify AVLIC of the owner's election whether to have federal
income taxes withheld.  Moreover,  the Internal Revenue Code provides that a 10%
penalty  tax may be imposed on certain  early  withdrawals.  (See  "Federal  Tax
Matters - Taxation of Annuities in General," page 25.)

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


ANNUITY DATE

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

The owner may advance or defer the annuity date;  however,  the annuity date may
not be advanced to a date prior to 30 days after the date of a written  request,
or, without AVLIC's prior  approval,  deferred to a date beyond the first policy
anniversary  date  nearest  the  annuitant's  95th  birthday  (90th  birthday in
Oregon).  An annuity  date may only be changed  by  written  request  during the
annuitant's  lifetime.  Request  must be made at least 30 days  before  the then
scheduled  annuity date. The annuity date and annuity  income options  available
for qualified  contracts may also be  controlled  by  endorsements,  the plan or
applicable law.

DEATH OF ANNUITANT PRIOR TO ANNUITY DATE

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


ELECTION OF ANNUITY INCOME OPTIONS

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

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

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


ANNUITY INCOME OPTIONS

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

(aii) Designated Amount Annuity.  Monthly  annuity  payments will be for a fixed
      amount. Payments continue until the amount AVLIC holds runs out.

(b)   Designated Period Annuity. Monthly annuity payments are paid for a  period
      certain as the owner elects up to 20 years.

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

(d)   Joint and Last Survivor  Annuity.  Monthly annuity payments are paid based
      on the lives of the two annuitants  and  thereafter  for  the  life of the
      survivor, ceasing  with  the  last  annuity  payment  due  prior  to   the
      survivor's death.

The rate of interest payable under options ai, aii or b will be guaranteed at 3%
compounded  yearly.  Payments  under  options  c and d will be based on the 1983
Table "a" Annuity Table at 3 1/2%  interest.  AVLIC may, at any time of election
of an  annuity  income  option,  offer  more  favorable  rates  in  lieu  of the
guaranteed  rates specified in the Annuity  Tables.  These rates may be based on
Annuity Tables which distinguish between males and females.

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

DEFERMENT OF PAYMENT

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

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

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

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

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


GENERAL PROVISIONS


CONTROL OF POLICY

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

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

CHANGE OF BENEFICIARY

The  owner  may  change  the  beneficiary  by  written  request  on a Change  of
Beneficiary  form at any time during the annuitant's  lifetime unless  otherwise
provided in the previous  designation of beneficiary.  AVLIC, at its option, may
require  that the Policy be returned to the Home Office for  endorsement  of any
change, or that other forms be completed.  The change will take effect as of the
date the change is recorded at the Home Office. AVLIC will not be liable for any
payment made or action  taken before the change is recorded.  No limit is placed
on the number of changes that may be made.

CONTESTABILITY

AVLIC cannot contest the validity of this Policy after the policy date,  subject
to the "Misstatement of Age or Sex" provision. However, if the annuitant commits
suicide  within two years of the policy date, the death benefit under the Policy
will be limited to the Cash Surrender Value of the policy.

MISSTATEMENT OF AGE OR SEX

AVLIC may require proof of age and sex before making  annuity  payments.  If the
age or sex of the annuitant has been misstated,  we will adjust the benefits and
amounts payable under this Policy.

If the  misstatement  of age or sex is not found until after the income payments
have started:

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

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

REPORTS AND RECORDS

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

FEDERAL TAX MATTERS

INTRODUCTION

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

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

No  representation  is  made as to the  likelihood  of the  continuation  of the
present federal income tax laws or of the current interpretation by the Internal
Revenue Service.  Moreover,  no attempt has been made to consider any applicable
state or other tax laws, other than premium taxes. (See "Taxes," page 20.)
<PAGE>
The qualified  policies are designed for use by individuals  in connection  with
retirement  plans which are intended to qualify as plans  qualified  for special
income tax treatment  under  Sections  401,  403(a),  403(b),  408 or 457 of the
Internal Revenue Code (the "Code").  The ultimate effect of federal income taxes
on the contributions,  on the accumulation value, on annuity payments and on the
economic benefit to the owner,  the annuitant or the beneficiary  depends on the
type of retirement  plan,  on the tax and  employment  status of the  individual
concerned and on AVLIC's tax status. In addition,  certain  requirements must be
satisfied in purchasing a qualified  policy in  connection  with a tax qualified
plan in order to receive  favorable  tax  treatment.  With  respect to qualified
policies an endorsement of the policy and/or limitations or penalties imposed by
the  Internal   Revenue  Code  may  impose  limits  on  premiums,   withdrawals,
distributions or benefits,  or on other  provisions of the policies.  Therefore,
purchasers  of qualified  policies  should seek  competent  legal and tax advice
regarding the  suitability  of the Policy for their  situation,  the  applicable
requirements  and the tax  treatment  of the  rights and  benefits  of a Policy.
Section  403(b)(11) of the IRS Code requires that no distribution be made from a
plan under  Section  403(b)  except after age 59 1/2,  separation  from service,
death or disability,  or in the case of hardship,  except in a tax free exchange
to another qualified contract.

The  following  discussion  assumes the  qualified  policies  are  purchased  in
connection with retirement plans that qualify for the special federal income tax
treatment described above.


TAXATION OF ANNUITIES IN GENERAL

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

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

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

Generally,  in the case of a withdrawal  under a  nonqualified  policy,  amounts
received are first treated as taxable income to the extent that the accumulation
value immediately  before the withdrawal  exceeds the "investment in the policy"
at that time. Any additional amount is not taxable.

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

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

QUALIFIED POLICIES. The rules governing the tax treatment of distributions under
qualified  plans vary according to the type of plan and the terms and conditions
of the plan itself. Generally, in the case of a distribution to a participant or
beneficiary  under a Policy  purchased in connection with these plans,  only the
portion of the payment in excess of the "investment in the policy"  allocated to
that  payment is subject  to tax.  The  "investment  in the  policy"  equals the
portion of plan contributions  invested in the Policy that was not excluded from
the  participant's  gross  income,  and may be zero.  In  general,  for  allowed
withdrawals,  a ratable portion of the amount received is taxable,  based on the
ratio of the  investment  in the policy to the total  Policy  value.  The amount
excluded  from a taxpayer's  income will be limited to an aggregate cap equal to
the investment in the policy. The taxable portion of annuity
<PAGE>
payments is generally determined under the same rules applicable to nonqualified
policies.  However, special favorable tax treatment may be available for certain
distributions  (including lump sum distributions).  Adverse tax consequences may
result from:  distributions prior to age 59 1/2 (subject to certain exceptions),
distributions  that  do  not  conform  to  specified  commencement  and  minimum
distribution  rules,  aggregate  distributions  in excess of a specified  annual
amount, and in certain other  circumstances.  Distributions from qualified plans
are subject to specific tax withholding rules.  Eligible rollover  distributions
from a qualified  plan or  annuities  used in 403(b) plans are subject to income
tax  withholding  at a rate of 20%  unless  the  policyowner  elects to have the
distribution  paid directly by AVLIC to an eligible  retirement plan in a direct
rollover.  If the distribution is not an eligible rollover  distribution,  it is
generally  subject  to  the  same  withholding   rules  as  distributions   from
non-qualified policies.


DISTRIBUTION OF THE POLICIES

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

Registered  Representatives  who sell the Policy will receive  commissions based
upon a  commission  schedule.  After  issuance of the Policy,  commissions  will
equal, at most, 5% of premiums paid.  Further,  Registered  Representatives  who
meet certain  production  standards  may receive  additional  compensation,  and
managers receive override commissions with respect to the policies.


SAFEKEEPING OF THE ACCOUNT'S ASSETS

AVLIC holds the assets of the Account. The assets are kept physically segregated
and held separate and apart from the general  account  assets.  AVLIC  maintains
records of all  purchases  and  redemptions  of the Funds' shares by each of the
Subaccounts.


VOTING RIGHTS

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

The  number  of  votes  which  are  available  to an  owner  will be  calculated
separately for each Subaccount of the Account. That number will be determined by
applying his or her percentage interest,  if any, in a particular  Subaccount to
the total number of votes  attributable to the Subaccount.  Prior to the annuity
date,  the  owner  holds a voting  interest  in each  Subaccount  to  which  the
accumulation  value is allocated.  The number of votes which are available to an
owner will be determined by dividing the  accumulation  value  attributable to a
Subaccount  by the net asset  value per share of the  applicable  portfolio.  In
determining  the number of votes,  fractional  shares  will be  recognized.  The
number of votes of the portfolio  which are  available  will be determined as of
the date coincident with the date  established by that portfolio for determining
shareholders  eligible to vote at the meeting of the Funds.  Voting instructions
will be solicited by written  communication  prior to such meeting in accordance
with procedures established by the Funds.
<PAGE>
Shares of Funds as to which no timely instructions are received,  or shares held
by  AVLIC  as to  which  owners  have no  beneficial  interest  will be voted in
proportion  to the voting  instructions  which are received  with respect to all
Policies participating in that Subaccount.  Each person having a voting interest
in a  Subaccount  will  receive  proxy  material,  reports  and other  materials
relating to the appropriate portfolio.


LEGAL PROCEEDINGS

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


STATEMENT OF ADDITIONAL INFORMATION

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

<TABLE>
<CAPTION>

                                      Page
<S>                                  <C>
GENERAL INFORMATION AND HISTORY......  2
THE POLICY...........................  2
GENERAL MATTERS......................  6
FEDERAL TAX MATTERS..................  8
DISTRIBUTION OF THE POLICY...........  9
SAFEKEEPING OF ACCOUNT ASSETS........  9
AVLIC................................  9
STATE REGULATION..................... 10
LEGAL MATTERS........................ 10
EXPERTS.............................. 10
OTHER INFORMATION.................... 10
FINANCIAL STATEMENTS................. 10
</TABLE>
<PAGE>
APPENDIX A

LONG TERM MARKET TRENDS

The information  below covering the period of 1926-1994 is an examination of the
basic  relationship  between risk and return among the different  asset classes,
and between nominal and real (inflation  adjusted)  returns.  The information is
provided because the Policyowners  have varied investment  portfolios  available
which have different  investment  objectives and policies.  The chart  generally
demonstrates  how different  classes of investments  have  performed  during the
period. The study of asset returns provides a period long enough to include most
of the major types of events that investors have experienced in the past and may
experience in the future.  This is a historical  record and is not intended as a
projection of future performance.

The graph  depicts  the  growth of a dollar  invested  in common  stocks,  small
company stocks,  long-term government bonds,  Treasury bills, and a hypothetical
asset  returning the inflation  rate over the period from the end of 1925 to the
end of 1994. All results assume  reinvestment  of dividends on stocks or coupons
on bonds and no taxes.  Transaction costs are not included,  except in the small
stock  index  starting in 1982.  Charges  associated  with a variable  insurance
policy are not reflected in the chart.

Each of the cumulative  index values is initiated at $1.00 at year-end 1925. The
graph  illustrates  that common stocks and small stocks gained the most over the
entire 69-year period: investments  of  one dollar would  have  grown to $810.54
and $2,842.77 respectively, by year-end 1994. This  growth,  however, was earned
by taking substantial risk.  In contrast,  long-term  government  bonds (with an
approximate  20-year  maturity),  which exposed the holder to less risk, grew to
only $25.86.

The lowest risk strategy over the past 69 years was to buy U.S.  Treasury bills.
Since   Treasury   bills  tended  to  track   inflation,   the  resulting   real
(inflation-adjusted) returns were near zero for the entire 1926-1994 period.

(OMITTED GRAPH ILLUSTRATES LONG TERM MARKET TRENDS AS DESCRIBED IN THE NARRATIVE
ABOVE.)
























                      Year End 1925 = $1.00
                      Source: Stocks, Bonds, Bills, and Inflation 1995 Yearbook
                     (C)Ibbotson Associates, Chicago. All Rights Reserved.

<PAGE>
APPENDIX B

STANDARD & POOR'S 500

The  Standard  and  Poor's (S & P 500) is a weighted  index of 500  widely  held
stocks: 400 Industrials,  40 Financial Company Stocks, 40 Public Utilities,  and
20  Transportation  stocks,  most of which  are  traded  on the New  York  Stock
Exchange.  This  information is provided  because the  Policyowners  have varied
investment options available.  The investment options,  except the Fixed Account
and the Money Market Account, involve investments in the stock market. The S & P
500 is generally regarded as an accurate composite of the overall stock market.

<TABLE>
<CAPTION>
                           %
             YEAR        CHANGE
- ----------------------------------
<S>         <C>         <C>
 1           1970         3.93
 2           1971        14.56              (OMITTED GRAPH DEPICTS THE ACTIVITY      
 3           1972        18.90              OF THE S&P 500 INDEX FOR THE YEARS 
 4           1973       -14.77              1970-1994.) 
 5           1974       -26.39
 6           1975        37.16
 7           1976        23.57
 8           1977        -7.42
 9           1978         6.38
10           1979        18.20
11           1980        32.27
12           1981        -5.01
13           1982        21.44
14           1983        22.38
15           1984         6.10
16           1985        31.57
17           1986        18.56
18           1987         5.10
19           1988        16.61
20           1989        31.69
21           1990        -3.14
22           1991        30.45
23           1992         7.61
24           1993        10.08
25           1994        -1.32

</TABLE>

THE CHART ASSUMES THE RETURN  EXPERIENCED BY THE STANDARD & POOR'S 500 INDEX FOR
THE LAST 25 YEARS.  FUTURE  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. THE INFORMATION IN THE CHART IS NOT NECESSARILY  INDICATIVE OF
FUTURE PERFORMANCE.


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