AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2
497, 1996-05-06
Previous: MONY AMERICA VARIABLE ACCOUNT A, 497, 1996-05-06
Next: AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2, 497, 1996-05-06




PROSPECTUS                                                          COMPANY LOGO
                                        AMERITAS VARIABLE LIFE INSURANCE COMPANY

SINGLE PREMIUM                                ONE AMERITAS WAY / 5900 "O" STREET
VARIABLE ANNUITY POLICY                        P.O. Box 82550/Lincoln, NE  68501
- --------------------------------------------------------------------------------

This Prospectus  describes a Single Premium 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. A single premium of at least $2,000 is
required for tax qualified contracts and $5,000 for non-tax qualified contracts.
Subsequent  payments  may be made during the first  policy year with prior AVLIC
approval.

Prior to the annuity  date,  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 or partial
withdrawals may be made at any time before the annuity date, although in certain
circumstances  withdrawals  are subject to a withdrawal  charge and tax penalty.
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.  The Policy provides the flexibility
necessary  to permit an owner to  devise  an  annuity  that best fits his or her
needs.

Premium  payment  will be  allocated to the  Ameritas  Variable  Life  Insurance
Company Separate  Account VA-2 ("Account") or to the Fixed Account.  The Account
has  nineteen  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,  and/or MFS Variable  Insurance Trust
(collectively the "Funds"). The initial premium payment will be allocated to the
Money Market Subaccount, as of the issue 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:  the 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  accompanying  prospectuses  of the  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.

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 A Current  Prospectus For
Variable  Insurance  Products Fund,  Variable  Insurance Products Fund II, Alger
American Fund, and MFS Variable Insurance Trust.

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

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

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

The Date of This Prospectus is May 1, 1996.
<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.............................................................     13
Investment Policies and Objectives of the Funds' Portfolios...........     13
Addition, Deletion or Substitution of Investments.....................     16
Fixed Account.........................................................     16
The Policy............................................................     17
      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
Charges and Deductions................................................     18
      Administrative Charges..........................................     18
      Mortality and Expense Risk Charge...............................     19
      Withdrawal Charge...............................................     19
      Taxes...........................................................     19
      Fund Investment Advisory Fees and Expenses......................     20
Distributions Under the Policy........................................     20
      Full and Partial Withdrawals....................................     20
      Critical Needs Withdrawals......................................     20
      Annuity Date....................................................     21
      Death of Annuitant Prior to Annuity Date........................     21
      Election of Annuity Income Options..............................     21
      Annuity Income Options..........................................     22
      Deferment of Payment............................................     22
General Provisions....................................................     22
      Control of Policy...............................................     22
      Beneficiary.....................................................     22
      Change of Beneficiary...........................................     22
      Contestability..................................................     23
      Misstatement of Age or Sex......................................     23
      Reports and Records.............................................     23
Federal Tax Matters...................................................     23
      Introduction....................................................     23
      Taxation of Annuities in General................................     23
Distribution of the Policies..........................................     24
Safekeeping of the Account's Assets...................................     24
Third Party Services..................................................     25
Voting Rights.........................................................     25
Legal Proceedings.....................................................     25
Statement of Additional Information...................................     25
</TABLE>

The Policy and certain Portfolios are not available in all States.

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

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
Policy.

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  Funds"),  the Variable
Insurance  Products Fund II ("Fidelity  Funds II")  (collectively  the "Fidelity
Funds"),  the Alger American Fund ("Alger American Fund"),  and the MFS Variable
Insurance  Trust ("MFS Fund" or "MFS") 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 any 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.
<PAGE>
POLICY YEAR -- The period from one policy anniversary date until the next policy
anniversary date.

PORTFOLIO -- The  separate  investment  portfolios  of the  Fidelity  Fund,  the
Fidelity Fund II, the Alger  American  Fund, and the MFS 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"),  the Alger American  MidCap
Growth ("MidCap"),  the Alger American Growth ("Alger American  Growth"),  Alger
American Leveraged AllCap ("Leveraged AllCap"),  and the 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.

PREMIUM  PAYMENT -- Under the Policy,  the single premium payment must be $2,000
or more for tax  qualified  contracts  and $5,000 or more for non-tax  qualified
plans.  Subsequent  payments may be made during the first policy year with prior
AVLIC approval.

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

SUBACCOUNT -- A subdivision 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 the owner's death.

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.

WITHDRAWAL   CHARGE  --  The  charge  assessed  upon  certain   withdrawals  and
annuitizations  to cover certain expenses  relating to the sale of the Policies,
and as such is a "contingent deferred sales charge."


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%
      Deferred Sales Load (Maximum of premiums paid)....................   6.5%

        %                  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......................................................     0%
      Annual Contract Fee...............................................    $30
      Annual Administration Fee 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 18).

FUND MANAGEMENT FEES

Fee  information  relating to the underlying  funds was provided to AVLIC by the
underlying funds. AVLIC has not independently  verified the information received
from the underlying funds.

Fidelity  Management  & Research  Company  (FMR) is the Manager for the Fidelity
Funds.  Each  portfolio  pays FMR a monthly fee for managing its  investment and
business affairs.

Fred Alger  Management Inc.  ("Alger  Management")  serves as the Alger American
Fund investment manager. Each 
<PAGE>
portfolio  pays Alger  Management a separate fee computed daily and paid monthly
at annual rates based upon a percentage of the value of the relevant portfolio's
daily net assets.

Massachusetts Financial Services Company ("MFS Co."), a Delaware Corporation, is
the investment adviser to each series of the MFS Variable Insurance Trust.


EXPENSE SUMMARY

The  amount of  expenses  borne by each  portfolio  for the  fiscal  year  ended
December 31, 1995, was as follows:
<TABLE>
<CAPTION>

                               INVESTMENT ADVISORY
PORTFOLIO                        AND MANAGEMENT                     OTHER EXPENSE
TOTAL
- -----------------             ----------------------             --------------------                 -----------

FIDELITY
- --------
<S>                                   <C>                                <C>                            <C>
Money Market                           .24%                               .09%                           .33%
High Income                            .60%                               .11%                           .71%(1)
Equity-Income                          .51%                               .10%                           .61%
Growth                                 .61%                               .09%                           .70%
Overseas                               .76%                               .15%                           .91%
Asset Manager                          .71%                               .08%                           .79%(1)
Investment Grade Bond                  .45%                               .14%                           .59%
Index 500                              .00%                               .28%                           .28%(2)
Contrafund                             .61%                               .11%                           .72%(1)
Asset Manager Growth                   .71%                               .29%                          1.00%(1, 2)

ALGER AMERICAN (3)
- -------------------
Income and Growth                     .625%                              .125%                           .75%
Balanced                               .75%                               .25%                          1.00%
Small Cap                              .85%                               .07%                           .92%
MidCap Growth                          .80%                               .10%                           .90%
Growth                                 .75%                               .10%                           .85%
Leveraged AllCap                       .85%                               .71%                          1.56%

MFS
- ---
Emerging Growth Series                 .75%                               .25%                          1.00%(4)
Utilities Series                       .75%                               .25%                          1.00%(4)
World Governments Series               .75%                               .25%                          1.00%(5)
</TABLE>


(1)    A portion of the brokerage  commissions  the fund paid was used to reduce
       its expenses.  Without this reduction total operating expenses would have
       been  (for  High  Income:   0.71%  (please  note  there  were   brokerage
       commissions  paid,  but it did not affect the ratio);  for Asset  Manager
       0.81%; for Asset Manager:
       Growth 1.13% ; and for Contrafund: 0.73%)

(2)    The fund's  expenses were  voluntarily  reduced by the fund's  investment
       adviser. Absent reimbursement,  management fee, other expenses, and total
       expenses  would have been (Index 500 Portfolio)  0.28%,  0.19% and 0.47%,
       respectively;  and  (Asset  Manager:  Growth)  0.71%,  0.42%  and  1.13%,
       respectively.

(3)    Alger  Management  has agreed to reimburse  the  portfolios to the extent
       that the annual operating expenses (excluding  interest,  taxes, fees for
       brokerage services and extraordinary expenses) exceed respectively; Alger
       American Income and Growth,  and Alger American  Balanced,  1.25%;  Alger
       American Small-Cap,  Alger American MidCap,  Alger American Leveraged All
       Cap,  and the  Alger  American  Growth,  1.50%.  As  long as the  expense
       limitations continue for a portfolio,  if a reimbursement  occurs, it has
       the effect of lowering
       the portfolio's expense ratio and increasing its total return.

(4)    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, 1.25% of the average daily net  assets
       of the Series from January 1, 1997 through December 31, 1998,  and  1.50%
       of  the   average  daily   net  assets of the Series from January 1, 1999
       through December 31, 2004, 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  2.16% and
       2.91%,  respectively, for the Emerging Growth Series and 2.33% and 3.08%,
       respectively, for the Utilities Series.
<PAGE>
(5)    MFS Co.   has   agreed   to   bear,  subject   to   reimbursement,  until
       December 31, 2004, expenses  of the World  Governments 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 1.24% and 1.99%, respectively.

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.............................      $ 81               $123                $147               $216
High Income..............................      $ 84               $135                $165               $255
Equity-Income............................      $ 83               $132                $160               $245
Growth...................................      $ 84               $134                $165               $254
Overseas.................................      $ 86               $140                $175               $276
Asset Manager............................      $ 85               $137                $169               $263
Investment Grade Bond....................      $ 83               $131                $159               $243
Index 500................................      $ 80               $122                $144               $211
Contrafund...............................      $ 84               $135                $166               $256
Asset Manager: Growth....................      $ 87               $143                $179               $284
Alger American Income and Growth.........      $ 85               $136                $167               $259
Alger American Balanced..................      $ 87               $143                $179               $284
Alger American Small-Cap.................      $ 86               $141                $175               $277
Alger American MidCap....................      $ 86               $140                $174               $275
Alger American Growth....................      $ 86               $139                $172               $270
Leveraged AllCap.........................      $ 92               $159                $205               $338
MFS Emerging Growth......................      $ 87               $143                $179               $284
MFS Utilities............................      $ 87               $143                $179               $284
MFS World Governments....................      $ 87               $143                $179               $284
</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.............................      $ 81              $  58                $100               $216
High Income..............................      $ 84              $  70                $119               $255
Equity-Income............................      $ 83              $  67                $114               $245
Growth...................................      $ 84              $  69                $119               $254
Overseas.................................      $ 86              $  76                $129               $276
Asset Manager............................      $ 85              $  72                $123               $263
Investment Grade Bond....................      $ 83              $  66                $113               $243
Index 500................................      $ 80              $  57                $ 98               $211
Contrafund...............................      $ 84              $  70                $120               $256
Asset Manager: Growth....................      $ 87              $  78                $134               $284
Alger American Income and Growth.........      $ 85              $  71                $121               $259
Alger American Balanced..................      $ 87              $  78                $134               $284
Alger American Small-Cap.................      $ 86              $  76                $130               $277
Alger American MidCap....................      $ 86              $  75                $129               $275
Alger American Growth....................      $ 86              $  74                $126               $270
Leveraged AllCap.........................      $ 92              $  95                $162               $338
MFS Emerging Growth......................      $ 87              $  78                $134               $284
MFS Utilities............................      $ 87              $  78                $134               $284
MFS World Governments....................      $ 87              $  78                $134               $284
</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               $ 70                $119               $255
Equity-Income............................      $ 22               $ 67                $114               $245
Growth...................................      $ 23               $ 69                $119               $254
Overseas.................................      $ 25               $ 76                $129               $276
Asset Manager............................      $ 23               $ 72                $123               $263
Investment Grade Bond....................      $ 21               $ 66                $113               $243
Index 500................................      $ 18               $ 57                $ 98               $211
Contrafund...............................      $ 23               $ 70                $120               $256
Asset Manager: Growth....................      $ 26               $ 78                $134               $284
Alger American Income and Growth.........      $ 23               $ 71                $121               $259
Alger American Balanced..................      $ 26               $ 78                $134               $284
Alger American Small-Cap.................      $ 25               $ 76                $130               $277
Alger American MidCap....................      $ 25               $ 75                $129               $275
Alger American Growth....................      $ 24               $ 74                $126               $270
Leveraged AllCap.........................      $ 31               $ 95                $162               $338
MFS Emerging Growth......................      $ 26               $ 78                $134               $284
MFS Utilities............................      $ 26               $ 78                $134               $284
MFS World Governments....................      $ 26               $ 78                $134               $284
</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
23.  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  using  "rollover"
contributions in connection with certain plans qualifying for favorable  federal
income  tax  treatment  ("qualified  policy").  The owner can  allocate  premium
payments  to the Fixed  Account or to one or more  Subaccounts  of the  Ameritas
Variable Life Insurance  Company Separate Account VA-2 (the "Account"),  each of
which will
<PAGE>
invest in a corresponding portfolio of the Funds. Because the accumulation value
depends on 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 21 and "Annuity Income Options," page 22.)

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 the Fixed Account. 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:  the Asset  Manager,  the  Investment  Grade Bond,  Index 500,
Contrafund,  and Asset Manager: Growth Portfolios.  The Alger American Fund is a
mutual fund with six portfolios: the Income and Growth; Small-Cap; MidCap; Alger
American Growth;  Leverged  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.  Each  of  the  nineteen
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
13.)

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 an initial premium payment of at least $2,000 for
a tax qualified  contract and at least $5,000 for a non-tax qualified  contract.
Subsequent  payments  may be  accepted  during the first  policy year with prior
AVLIC approval.  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 during any policy year as often as the owner wishes.  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.  One hundred  percent of the amount  deposited plus interest
thereon may be  transferred  out of the Fixed  Account  during the 30-day period
following  the yearly  anniversary  of the date of the policy (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. 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. However, amounts withdrawn may
be subject to a withdrawal charge (a contingent deferred sales charge) depending
on the  duration of the Policy and the size of the  withdrawal.  The  withdrawal
charge is a maximum  of 6% of the  amount  withdrawn  and grades to 0% after the
seventh year. (See  "Withdrawal  Charge," page 19) 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 18.) Certain  withdrawals  may also be subject to a federal  penalty tax as
well as federal income tax. (See, "Federal Tax Matters," page 23.) Surrenders 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
withdrawal charge (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
"Withdrawal Charge," page 19.) We will, when taxes, including premium taxes, are
imposed by state law upon the receipt of the premium payment,  deduct such taxes
on the effective date of the Policy. If, instead, premium taxes are imposed upon
annuitization, such taxes will be deducted at that time. (See "Taxes," page 19.)
In addition, an annual administration fee of .20% of the year end balance of the
accumulation value is deducted to cover  administrative  expenses.  (See "Annual
Administration  Fee," page 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 $30  charge.
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
18.)

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 21.)

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 82550 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, 1994 and 1995. The number of outstanding accumulation units in
each Subaccount as of December 31, 1987,  1988,  1989,  1990,  1991, 1992, 1993,
1994 and 1995 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 12-31-95
                 --------     --------  --------     --------     --------     ---------    --------   --------   -------- ---------
<S>             <C>           <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    1.385
High Income        9.500       9.742     10.750       10.167        9.797        9.550       15.910     18.938    18.414   21.896
Equity-Income        -           -       11.315       13.118       10.971       11.850       16.460     19.217    20.322   27.112
Growth             9.840      10.364     11.853       15.380       13.399       18.510       20.795     24.517    24.207   32.375
Overseas           9.240       9.457     10.099       12.597       12.216       13.100       11.507     15.601    15.674   16.964
Asset Manager*       -           -          -            -         10.523       12.550       14.076     16.830    15.609   18.030
Inv. Grade Bond**    -           -          -            -            -         11.080       12.074     13.232    12.577   14.574
Index 500*****       -           -          -            -            -           -              -         -         -     75.455
Contrafund*****      -           -          -            -            -           -              -         -         -     13.903
Asset Manager:
Growth*****          -           -          -            -            -           -              -         -         -     12.270
Income and
Growth***            -           -          -            -            -           -          13.831     15.073     13.654  18.224
MidCap****           -           -          -            -            -           -              -      13.563     13.190  18.820
Small Cap***         -           -          -            -            -           -          27.043     30.286     28.603  40.773
Balanced****         -           -          -            -            -           -              -      11.499     10.872  13.813
Alger American
Growth***            -           -          -            -            -           -          20.017     24.209     24.259  32.678
Leveraged
AllCap*****          -           -          -            -            -           -              -         -         -     17.358
MFS Emerging
Growth*****          -           -          -            -            -           -              -         -         -     11.693
MFS Utilities*****   -           -          -            -            -           -              -         -         -     13.345
MFS World
Governments*****     -           -          -            -            -           -              -         -         -     11.184
</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
                 -----------    ------------   ------------ ----------------  --------------- ----------------  ----------------
<S>             <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
High Income        155.907       15,646.599     52,878.092      75,439.485       429,942.219     404,678.129       780,485.192
Equity-Income         -          15,337.513     79,609.928     536,146.361       873,089.237   1,090,217.227     1,692,367.958
Growth           1,251.918        3,944.769      4,476.273     344,241.440       832,635.695    1,058,120.400    1,930,905.248
Overseas           109.209        2,271.707     72,009.171     214,204.062       261,859.646      452,257.534    1,680,013.325
Asset Manager*        -              -              -          187,701.160     1,037,390.785    2,461,567.482    5,540,619.649
Inv. Grade Bond**     -              -              -                -           151,044.569      799,187.033    1,220,611.462
Index 500*****        -              -              -                -                 -                -                -
Contrafund*****       -              -              -                -                 -                -                -
Asset Manager:
Growth*****           -              -              -                -                 -                -                -
Income and
Growth***             -              -              -                -                 -           33,407.531       98,620.982
MidCap****            -              -              -                -                 -                -           91,504.219
Small Cap***          -              -              -                -                 -          222,600.706      539,880.302
Balanced****          -              -              -                -                 -                -           34,686.690
Alger American
Growth***             -              -              -                -                 -           61,910.658      166,606.094
Leveraged
AllCap*****           -              -              -                -                 -                -                -
MFS Emerging
Growth*****           -              -              -                -                 -                -                -
MFS Utilities*****    -              -              -                -                 -                -                -
MFS World
Governments*****      -              -              -                -                 -                -                -
</TABLE>
<TABLE>
<CAPTION>
                              12-31-94          12-31-95
                          ---------------    --------------
<S>                      <C>                <C>
Money Market              48,755,227.272     41,390,848.004
High Income                1,076,076.694      1,638,820.985
Equity Income              2,332,200.380      4,341,950.825
Growth                     2,448,226.330      2,680,503.815
Overseas                   2,050,429.513      2,693,065.371
Asset Manager*             7,758,786.284      6,384,770.138
Inv. Grade Bond**          1,185,301.883      1,584,105.144
Index 500*****                    -               8,789.710
Contrafund*****                   -             179,239.249
Asset Manager:
Growth*****                       -              18,219.455
Income and
Growth ***                   172,001.664        366,345.060
MidCap****                   268,394.026        793,128.739
Small Cap***                 671,144.393      1,084,733.736
Balanced****                  94,786.818        182,890.799
Alger American
Growth***                    641,126.689        743,312.674
Leveraged
All Cap*****                       -             59,364.752
MFS Emerging
Growth*****                        -             80,881.596
MFS Utilities*****                 -             40,557.341
MFS World
Governments*****                   -             15,779.622
</TABLE>

*        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.
<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 10 of the Statement of Additional Information.

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

On April 1, 1996 Ameritas Life  consummated  an agreement  with American  Mutual
whereby  AVLIC  became  a  wholly-owned  subsidiary  of a newly  formed  holding
company,  AMAL  Corporation.  The agreement was  announced  March 11, 1996.  The
holding company will contribute  approximately $18 million of additional paid-in
capital  to  AVLIC.  Under  terms of the  agreement  the AMAL  Corporation  will
initially  be 66%  owned by  Ameritas  Life and 34%  owned by  American  Mutual.
American Mutual has options to purchase an additional 15% interest over the next
five years if certain production requirements are met.

Ameritas Life and its subsidiaries had total assets at December 31, 1995 of over
$2.4  billion.  American  Mutual  and its  subsidiaries  had total  assets as of
December 31, 1995 of over $3.9 billion.

AVLIC has a rating of A (Excellent) from A.M. Best Company, a firm that analyzes
insurance carriers,  and a rating of AA ("Excellent") from Standard & Poor's for
claims-paying ability. Ameritas Life enjoys a long standing A+ (Superior) rating
from A.M. Best.

Ameritas Life, American Mutual and AMAL Corporation guarantee the obligations of
AVLIC.  This  guarantee  will  continue  until AVLIC is recognized by a National
Rating  Agency as having a financial  rating equal to or greater  than  Ameritas
Life,  or  until  AVLIC is  acquired  by  another  insurance  company  who has a
financial  rating by a National  Rating Agency equal to or greater than Ameritas
Life and who  agrees to assume  the  guarantee;  provided  that if AML sells its
interest in AMAL  Corporation to another  insurance  company who has a financial
rating by a National Rating Agency equal to or greater than that of AML, and the
purchaser  assumes the guarantee,  AML will be relieved of its obligations under
the Guarantee.

Effective January 1, 1996, with the approval of the State of Nebraska  Insurance
Department,  AVLIC changed  reserving  methods used for most  existing  products
resulting in an increase in statutory surplus of approximately $23.4 million.

On February 28, 1996 the Board of Directors declared a return of paid-in capital
of $15 million paid by a note due on or before August 15, 1996.  This action was
approved by the State of Nebraska Insurance Department  (Insurance  Department).
Any additional distributions of capital or surplus would require approval of the
Insurance Department.

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 is 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.
<PAGE>
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  nineteen  Subaccounts  within the Account which support the
Policies ("Subaccounts"),  and each invests only in a corresponding portfolio of
the Fidelity Fund, the Fidelity Fund II, the Alger American Fund, and/or the MFS
Fund.

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.

The Funds are registered with the SEC under the 1940 Act as open-end  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.

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. All underlying fund information, including
Fund prospectuses, has been provided to AVLIC by the underlying Funds. AVLIC has
not independently  verified this information.  One or more of the Portfolios may
employ investment techniques that involve certain risks,  including investing in
non-investment  grade,  high  risk debt  securities,  entering  into  repurchase
agreements and reverse  repurchase  agreements,  lending  portfolio  securities,
engaging in "short sales against the box,"  investing in  instruments  issued by
foreign  banks,  entering  into firm  commitment  agreements  and  investing  in
warrants  and  restricted  securities.   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.  The Prospectuses
should be read carefully 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.
<PAGE>
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.

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     represented     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 total     objective  of  the  Port-
                       assets in dividend   paying     folio.
                       equity 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              Except   during   temporary     Seeks  long-term  capital
                       defensive   periods,    the     appreciation.
                       Portfolio invests  at least
                       65% of its total  assets in
                       equity     securities    of
                       companies that, at the time
                       of  purchase  of the secur-
                       ities,  have   total market
                       capitalization  within  the
                       range of companies included
                       in  the Russell 2000 Growth
                       Index,   updated quarterly.
                       The   Russell  2000  Growth
                       Index is  designed to track
                       the  performance  of  small
                       capitalization   companies.
                       The Portfolio may invest up
                       to  35% of its total assets
                       in   equity   securities of
                       companies that, at the time
                       of  purchase,  have   total
                       market       capitalization
                       outside   the range of com-
                       panies   included   in  the
                       Russell 2000  Growth  Index
                       and in excess of that amount
                       (up  to 100% of  its assets)
                       during  temporary defensive
                       periods.

MidCap                 Except    during  temporary     Seeks  long-term  capital
Growth                 defensive    periods,   the     appreciation.
                       Portfolio invests  at least
                       65% of its total  assets in
                       equity    securities     of
                       companies that, at the time
                       of  purchase  of  the  sec-
                       urities, have  total market
                       capitalization  within  the
                       range of companies included
                       in   the  S&P  Mid  Cap 400
                       Index,   updated quarterly.
                       The   S&P  MidCap 400 Index
                       is   designed  to track the
                       performance  of medium cap-
                       italization companies.  The
                       Portfolio may invest  up to
                       35% of its total  assets in
                       equity  securities  of com-
                       panies that, at the time of
                       purchase, have total market
                       capitalization outside  the
                       range of companies included
                       in the S&P MidCap 400 Index
                       and in excess of that amount
                       (up  to  100% of its assets)
                       during  temporary defensive
                       periods.

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    equity     term capital growth. Div-
                       securities   of    emerging     idend and interest income
                       growth companies.  Up to 25%    is incidental.
                       may be invested in  foreign
                       securities  not   including
                       ADR's.
<PAGE>
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.

1 Variable Insurance Products Fund Portfolio.
2 Variable Insurance Products Fund II Portfolio.

Each portfolio pays its 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, subject
to certain restictions (See "Transfers," page 18).

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.
<PAGE>
THE POLICY

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

The Policy is a single premium 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.

This  Policy  may be  purchased  on a  non-tax  qualified  basis  ("nonqualified
policy").  The Policy may also be purchased  with  "rollover"  contributions  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 and a single  premium of at least  $2,000  for tax  qualified  contracts  and
$5,000 for non-tax qualified contracts to AVLIC's Home Office (One Ameritas Way,
5900 "O"  Street,  P.O.  Box  82550,  Lincoln,  Nebraska  68501),  unless  other
provisions for the initial premium are made.  Subsequent premium payments may be
made  during the first  policy  year with prior AVLIC  approval.  Acceptance  is
subject to AVLIC's underwriting rules, and AVLIC reserves the right to reject an
application  for any  reason.  Also,  AVLIC has the right not to accept a single
premium  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 premium payment can be accepted in the form received, the
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 payment in its home office in
Federal  Funds.  The date that the  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 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 premium is allocated on the effective date of the Policy to the Money Market
Subaccount.  The 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
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 Fund, interest earned in the Fixed Account, 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 as often as wished
during a policy year.  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. The minimum amount that may
remain in a Subaccount or the Fixed Account after a transfer is $100. AVLIC will
effectuate  transfers and determine all values in connection  with  transfers on
the later of the date  designated  in the request or at the end of the valuation
period during which the transfer request is received 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 82550,  Lincoln,  Nebraska 68501 or made
by calling  1-800-745-1112.  All inquiries  should include the policy number and
the owner's name.

REFUND PRIVILEGE
The owner is given a period  of time to  examine  a Policy  and  return it for a
refund.  The owner may cancel the Policy within the period of time stated on the
policy  form,  which is 10 days after  receipt of the Policy,  unless  state law
requires a longer period of time.  The refund is equal to the greater of the sum
of all charges deducted from the premium paid, plus the net premium allocated to
the Account adjusted by investment gains and losses,  or the total premium paid.
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.


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 single premium payment before it is 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
on the effective date. Other charges,  such as withdrawal charges, may be levied
upon withdrawals or, in some cases, upon annuitization,  as described more fully
below.

ADMINISTRATIVE CHARGES

ANNUAL POLICY FEE. A $30.00 annual policy fee is deducted from the  accumulation
value on the last  valuation  date of each policy year.  This  charge,  which is
guaranteed not to increase,  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 payment,  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 administrative costs.
<PAGE>
MORTALITY AND EXPENSE RISK CHARGE

AVLIC  imposes a charge to  compensate  it for  bearing  certain  mortality  and
expense risks under the Policies.  For assuming these risks, AVLIC makes a daily
charge  equal to an annual rate of 1.25% of the value of the  average  daily net
assets of the Account.  Of that amount,  approximately  .55% is charged to cover
the mortality risks and .70% is charged to cover the expense risks assumed under
the Policies.  This charge is subtracted when determining the daily accumulation
unit value.  AVLIC  guarantees  that this charge  will never  increase.  If this
charge is  insufficient  to cover  assumed  risks,  the loss will fall on AVLIC.
Conversely, if the charge proves more than sufficient,  any excess will be added
to AVLIC's surplus. No mortality and risk expense charge is imposed on the Fixed
Account.  The  mortality  risk borne by AVLIC under the  Policies,  assuming the
selection  of one of the forms of life  annuities,  is to make  monthly  annuity
payments  (determined in accordance with the annuity tables and other provisions
contained in the Policies)  regardless of how long all annuitants may live. This
undertaking   assures  that  neither  an  annuitant's  own  longevity,   nor  an
improvement  in life  expectancy  greater than  expected,  will have any adverse
effect on the 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 of the Policy or the total premiums paid less withdrawals and
periodic charges. 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  withdrawal  charges  on  withdrawals  are  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.


WITHDRAWAL 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 withdrawal charge is assessed
against a full or partial  withdrawal  of  accumulation  value or  annuitization
after the Policy has been in force more than seven policy  years.  Likewise,  no
withdrawal charge is assessed against the first withdrawal in any policy year of
an  amount  up to 10% of the  accumulation  value as of the date of  withdrawal.
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 20).

Where a partial or full  withdrawal  is taken or amounts  are  applied  under an
annuity option,  the amount withdrawn or annuitized (less any amount entitled to
the 10%  exception)  will be  subject  to a  withdrawal  charge  expressed  as a
percentage of the accumulation value withdrawn or annuitized as follows:


        %                 Year                  %                   Year

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

In the case of a partial withdrawal or annuitization, the withdrawal 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 Subaccount  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  withdrawal  charge will not be assessed  if, after the first two
policy years, the accumulation value is applied under annuity income option c or
d.  Further,  the sum of all  withdrawal  charges  will never exceed 6.5% of the
premium paid for the Policy.  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 on the effective date. If, instead premium taxes are
<PAGE>
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 gross  premium  paid.  Applicable  premium  tax rates are
subject to change by  legislation,  administrative  interpretations  or judicial
acts.  The owner will be notified of any applicable  premium  taxes.  Owners are
responsible for informing AVLIC in writing of changes of residence.

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

AVLIC does not expect to incur any federal income tax liability  attributable to
investment  income or capital gains  retained as part of the reserves  under the
Policies.  (See "Federal Tax Matters," page 23.) Based upon these  expectations,
no charge is being made  currently to the 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 Fund.  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 a partial or 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. If the annuity is used in connection with a Section 403(b)  retirement
plan,  the withdrawal  right may be restricted by Section  403(b)(11) of the IRS
Code and,  should the  withdrawal be an eligible  rollover  distribution  from a
qualified plan or an annuity in a 403(b) plan, it will be subject to a mandatory
20% withholding  under the IRS Code unless the  distribution is paid directly by
AVLIC into an eligible  retirement plan in a direct rollover.  (See "Federal Tax
Matters," page 23.) No partial or full withdrawals may be made after the annuity
date  except as  permitted  under the  particular  annuity  option.  The  amount
available  for  full or  partial  withdrawal  ("cash  surrender  value")  is the
accumulation  value at the end of the valuation  period during which the written
request for withdrawal is received,  less any withdrawal charge 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
22.)

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 between earnings and 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 22.) Payments under the Policy of any amounts
derived from a premium paid by check may be delayed until such time as the check
has cleared the payor's bank.  If, at the time the owner makes a partial or full
withdrawal request, he or she has not provided
<PAGE>
AVLIC with a written  election not to have federal income taxes withheld,  AVLIC
must by law withhold such taxes from the taxable  portion of any full or partial
withdrawal  and remit that  amount to the  federal  government.  At the  owner's
request,  AVLIC will provide a form to request a withdrawal  and to notify AVLIC
of the owner's election whether to have federal income taxes withheld. Moreover,
the  Internal  Revenue  Code  provides  that a 10% penalty tax may be imposed on
certain early withdrawals. (See "Federal Tax Matters -- Taxation of Annuities in
General," page 23.)

Since the owner assumes the investment  risk with respect to amounts held in the
Account and because certain  withdrawals are subject to a withdrawal charge, the
total  amount paid upon  withdrawals  under the Policy  (taking into account any
prior withdrawals) may be more or less than the premium payment 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  after the  annuitant's  95th  birthday  (90th
birthday in Oregon) without  AVLIC's prior approval.  The 29th, 30th or 31st day
of any month may not be  selected  as the annuity  date.  If no annuity  date is
specified,  the annuity date will be the later of the fifth  policy  anniversary
date (Seventh policy anniversary date in Oregon) or the policy anniversary which
follows 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 withdrawal 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 after the annuitant's 95th birthday (90th birthday in Oregon).
An annuity date may only be changed by written request during the annuitant's or
joint  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 of the Policy or the total premiums paid
less withdrawals and periodic charges on the date due proof of death is received
by AVLIC.  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 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
<PAGE>
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 1971
Individual  Annuity Table for males projected 25 years and set back 3 years 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

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

CONTROL OF POLICY

The 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.

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.
<PAGE>
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 19.)

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. 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.
<PAGE>
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  payments  is
generally  determined under the same rules applicable to nonqualified  policies.
However,   special   favorable  tax  treatment  may  be  available  for  certain
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  generally  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 nonqualified policies.

DISTRIBUTION OF THE POLICIES

Ameritas  Investment Corp.  ("Investment  Corp."), a wholly-owned  subsidiary of
AMAL Corporation and an affiliated  company of AVLIC,  will act as the principal
underwriter  of the  Policies,  pursuant to an  Underwriting  Agreement  between
itself and AVLIC.  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  in the  first  policy  year.  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  Fund  shares  by  each  of the
Subaccounts.
<PAGE>
THIRD PARTY SERVICES

AVLIC is aware that certain third parties are offering asset  allocation,  money
management  and timing  services in connection  with the  contracts.  In certain
cases, AVLIC has agreed to honor transfer  instructions from such services where
it has  received  powers  of  attorney,  in a form  acceptable  to it,  from the
contract owners participating in the service. AVLIC does not endorse, approve or
recommend such services in any way and contract owners should be aware that fees
paid for such  services  are  separate  and in  addition  to fees paid under the
contracts.

VOTING RIGHTS

To the extent required by law, the portfolio  shares held in the Account will be
voted  by  AVLIC  at  shareholder  meetings  of  the  Fund  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 Fund,  the  approval  of the
investment advisory contract,  changes in the fundamental investment policies of
the Fund, 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 Fund.

Fund shares 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.  Voting instructions to abstain on any item to
be voted upon will be  applied on a pro rata basis to reduce the votes  eligible
to be cast.

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

<TABLE>
<CAPTION>

A Statement of Additional  Information  is available  that contains more details
concerning the subjects discussed in this Prospectus. The following is the Table
of Contents for that Statement:
                                                                           Page
<S>                                                                        <C>
GENERAL INFORMATION AND HISTORY..........................................    2
THE POLICY...............................................................    2
GENERAL MATTERS..........................................................    6
FEDERAL TAX MATTERS......................................................    7
DISTRIBUTION OF THE POLICY...............................................    8
SAFEKEEPING OF ACCOUNT ASSETS............................................    8
AVLIC....................................................................    9
STATE REGULATION.........................................................    9
LEGAL MATTERS............................................................    9
EXPERTS..................................................................    9
OTHER INFORMATION........................................................    9
FINANCIAL STATEMENTS.....................................................    9
</TABLE>
<PAGE>
APPENDIX A

LONG TERM MARKET TRENDS


The information  below covering the period of 1926-1995 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 . 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 1995. 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 70-year  period:  investments of one dollar would have grown to $1,113.92
and $3,822.40  respectively,  by year-end 1995. 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 $34.04. Note that the return and principal value of an investment in stocks
will fluctuate with changes in market conditions. Prices of small company stocks
are generally more volatile than those of large company stocks. Government bonds
and  Treasury  Bills  are  guaranteed  by the U.S.  Government  and,  if held to
maturity, offer a fixed rate of return and a fixed principal value.

The lowest risk strategy over the past 70 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 1926-1995 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 1996 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>

PERCENT CHANGE OF TOTAL RETURN
STANDARD & POOR'S 500 INDEX
                                  %
             Year               Change
- ------------------------------------------
<S>         <C>                  <C>
 1           1971                 14.56      Omitted graph depicts the activity
 2           1972                 18.90      of the S&P 500 Index for the years
 3           1973                -14.77      1971-1995.
 4           1974                -26.39
 5           1975                 37.16
 6           1976                 23.57
 7           1977                 -7.42
 8           1978                  6.38
 9           1979                 18.20
10           1980                 32.27
11           1981                 -5.01
12           1982                 21.44
13           1983                 22.38
14           1984                  6.10
15           1985                 31.57
16           1986                 18.56
17           1987                  5.10
18           1988                 16.61
19           1989                 31.69
20           1990                 -3.14
21           1991                 30.45
22           1992                  7.61
23           1993                 10.08
24           1994                  1.32
25           1995                 37.58
</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.

INDEX  PERFORMANCE IS NOT  ILLUSTRATIVE OF POLICY  SUBACCOUNT  PERFORMANCE, AND
INVESTMENTS ARE NOT MADE IN THE INDEX.
<PAGE>

Part B                                                Registration No. 33-14774



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2

                       STATEMENT OF ADDITIONAL INFORMATION
                                       FOR
                     SINGLE PREMIUM VARIABLE ANNUITY POLICY


                                   Offered by


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


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





         This  Statement  of  Additional   Information   expands  upon  subjects
discussed in the current  Prospectus  for the Single  Premium  Variable  Annuity
Policy ("Policy") offered by Ameritas Variable Life Insurance Company ("AVLIC").
You may obtain a copy of the Prospectus  dated May 1, 1996, by writing  Ameritas
Variable Life Insurance Company,  5900 "O" Street,  Lincoln,  Nebraska 68510, or
calling,  1-800-745-1112.   Terms used in the current  Prospectus for the Policy
are incorporated in this Statement.


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



         Dated:   May 1, 1996

<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                         PAGE
<S>                                                                      <C>
GENERAL INFORMATION AND HISTORY ......................................     2
- -------------------------------

THE POLICY............................................................     2
- ----------

       Accumulation Value ............................................     2
       ------------------

       Value of Accumulation Units....................................     2
       ---------------------------                                                                         -

CALCULATION OF PERFORMANCE DATA ......................................     3
- -------------------------------

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

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

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

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

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

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

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

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

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

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

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

       Qualified Policies ............................................     8
       ------------------

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

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

AVLIC ................................................................     9
- -----

STATE REGULATION .....................................................     9
- ----------------

LEGAL MATTERS ........................................................     9
- -------------

EXPERTS ..............................................................     9
- -------

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

FINANCIAL STATEMENTS .................................................     9
- --------------------
</TABLE>
<PAGE>
GENERAL INFORMATION AND HISTORY:

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

        As  of  April 1, 1996,  AVLIC  is a  wholly-owned  subsidiary  of   AMAL
        Corporation,  a  Nebraska   stock  company.  AMAL Corporation is a joint
        venture of Ameritas Life  Insurance  Corp. (Ameritas Life), which owns a
        majority  interest  in   AMAL  Corporation;  and   American  Mutual Life
        Insurance Company (American   Mutual),  an Iowa  mutual  life  insurance
        company,  which  owns  a  minority  interest  in  AMAL Corporation. AMAL
        Corporation  has  contributed approximately  $18 million  of  additional
        paid-in capital to AVLIC to support its insurance operations.

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



THE POLICY

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

ACCUMULATION VALUE
- ------------------

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

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

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

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

    (4)   any annual policy fee or annual administration fee deducted on that
          valuation date.

    In computing the accumulation  value, the number of Subaccount  accumulation
units  allocated  to the  Policy  is  determined  after any  transfer  among the
Subaccounts.

VALUE OF ACCUMULATION UNITS
- ----------------------------

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

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

    (2)   a daily charge of 0.003425% (equivalent to an annual rate of 1.25% of
          the average daily net assets) for mortality and expense risks; minus

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

    (4)   dividing the result by the total number of accumulation  units held in
          the  Subaccount  on  the  valuation  date,   before  the  purchase  or
          redemption of any units on that date.
<PAGE>
CALCULATION OF PERFORMANCE DATA
- -------------------------------

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

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

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

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

    The tables below are established to demonstrate performance results for each
underlying  portfolio with charges  deducted at the Separate Account level as if
the  policy  had  been in force  from the  commencement  of the  portfolio.  The
performance  information is based on the historical investment experience of the
underlying portfolio and does not indicate or represent future performance.

Total Return
- ------------

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

Table 1: The subaccounts  will quote average annual returns for the period since
the underlying portfolio commenced  operation.  Table 1 shows the average annual
total return on a hypothetical  investment in the subaccounts for the last year,
5 years if applicable,  and from the date that the portfolios  began  operations
assuming that the contract was surrendered December 31, 1995. The average annual
total  returns  shown in Table 1 were  computed by finding  the  average  annual
compounded  rates of return over the periods shown that
<PAGE>
would equate the initial amount invested to the withdrawal  value, in accordance
with the following formula: P(1 + T)n = ERV where P is a hypothetical investment
payment of $25,000 T is the  average  annual  total  return,  n is the number of
years,  and ERV is the  withdrawal  value at the end of the periods  shown.  The
returns  reflect the risk and  administrative  charge (1.25% on an annual basis)
annual  administration fee of .20% and the annual policy fee. Since the contract
is  intended  as a long-term  product,  the table also shows the average  annual
total return  assuming that no money was withdrawn from the contract.  The first
column shows the average  annual total return if you  surrender  the contract at
the end of the period,  the second column shows the average annual return if you
do not surrender the contract.
<TABLE>
<CAPTION>



                        Table 1: Average Annual Total Return for Period Ending on 12/31/95

                                           One Year                    Five Year              Life of Fund
                                   Surrender                  Surrender                   Surrender
Subaccounts                        Contracts    Continue      Contracts     Continue     Contracts     Continue
- ------------------------       --------------- -----------  ------------- ------------ -------------  ---------

FIDELITY VIP
- --------------------
<S>                                <C>          <C>           <C>           <C>           <C>           <C>
Money Market                        -1.38%        4.24%         2.34%         3.09%         5.01%         5.01%
High Income                         12.18%       18.58%        16.58%        17.28%         9.70%         9.70%
Equity Income                       26.59%       33.09%        19.04%        19.68%        11.22%        11.22%
Growth                              26.92%       33.42%        18.48%        19.14%        12.67%        12.67%
Overseas                             2.08%        7.91%         5.76%         6.54%         5.36%         5.36%
Fidelity VIP II
- ---------------
Asset Manager                        8.97%       15.19%        10.35%        11.16%         8.79%         9.26%
Inv. Grade Bond                      9.32%       15.56%         6.67%         7.46%         6.71%         6.98%
Index 500                           29.12%       35.62%          N/A          N/A          11.96%        13.40%
Contrafund                           N/A           N/A           N/A          N/A          30.77%        37.22%
Asset Manager: Growth                N/A           N/A           N/A          N/A          14.63%        21.09%
</TABLE>

Inception of Funds: Money Market, 4/1/82; High-Income,  9/19/85;  Equity-Income,
10/9/86; Growth, 10/9/86;  Overseas,  1/28/87; Asset Manager, 9/6/89; Investment
Grade Bond,  12/5/88;  Index 500, 8/27/92;  Contrafund,  1/3/95;  Asset Manager:
Growth, 1/3/95.

*  Money Market reflects the most recent ten-year period.
<TABLE>
<CAPTION>

                                           One Year                    Five Year              Life of Fund
                                   Surrender                  Surrender                   Surrender
Subaccounts                        Contracts    Continue      Contracts     Continue     Contracts     Continue
- ------------------------       --------------- -----------  ------------- ------------ -------------  ---------
<S>                                <C>          <C>           <C>           <C>           <C>          <C>

Alger American
- ------------------------

Small Captalization                 35.73%       42.23%        18.01%        18.67%        19.99%        20.26%
Growth                              27.88%       34.38%        19.16%        19.79%        16.90%        17.20%
Income and Growth                   26.66%       33.16%        10.28%        11.09%         7.92%         8.19%
Balanced                            20.23%       26.73%         6.20%         6.98%         6.02%         6.47%
Mid-Cap Growth                      35.87%       42.37%         N/A           N/A          24.97%        26.60%
Leveraged All-Cap                     N/A          N/A          N/A           N/A          70.26%        77.36%
MFS Variable Ins. Trust
- -----------------------
Emerging Growth                       N/A          N/A          N/A           N/A          24.86%        41.58%
World Governments                    6.74%       12.83%         N/A           N/A           0.72%         4.35%
Utilities                           25.83%       32.33%         N/A           N/A          25.17%        31.63%

</TABLE>

Inception of Funds:  Alger American  Income-Growth  Portfolio,  11/15/88;  Alger
American Balanced,  9/5/89; Alger American Small Capitalization,  9/21/88; Alger
American  Growth,  1/9/89;  Alger  American  Mid-Cap,   5/1/93,  Alger  American
Leveraged AllCap,  1/25/95;  MFS  Emerging  Growth, (7/24/95);   MFS  Utilities,
1/3/95; MFS World Governments, 6/14/94.
<PAGE>
   In addition to average annual returns,  the subaccounts may quote  unaveraged
or  cumulative  total  returns  reflecting  the  simple  change  in  value of an
investment over a stated period.  Table 2 shows the cumulative total return on a
hypothetical  investment in the subaccounts for the last year, 5 years, 10 years
if applicable, and/or from the date the portfolios began operations and assuming
that the contract was  surrendered  December 31, 1995.  The returns  reflect the
risk and administrative charge (1.25% on an annual basis), annual administrative
fee of (.20%) and the policy fee.  Since the contract is intended as a long-term
product,  the table also shows the  cumulative  total  returns  assuming that no
money was withdrawn from contract.  The first column shows the cumulative  total
return if you surrender the contract at the end of the period, the second column
shows the cumulative total return if you do not surrender the contract.

         Table 2: Cumulative Total Return for Period Ending on 12/31/95
<TABLE>
<CAPTION>
                                           One Year                    Five Year              Life of Fund
                                   Surrender                  Surrender                   Surrender
Subaccounts                        Contracts    Continue      Contracts     Continue     Contracts     Continue
- ------------------------       --------------- -----------  ------------- ------------ -------------  ---------
Fidelity VIP
- -----------------
<S>                                <C>          <C>          <C>           <C>           <C>           <C>
Money Market                        -1.38%        4.24%        12.24%        16.43%        97.90%        97.90%
High Income                         12.18%       18.58%       115.38%       121.88%       162.70%       162.70%
Equity Income                       26.59%       33.09%       139.00%       145.50%       170.54%       170.54%
Growth                              26.92%       33.42%       133.50%       140.00%       205.52%       205.52%
Overseas                             2.08%        7.91%        32.32%        37.26%        60.36%        60.36%
Fidelity VIP II
- -----------------
Asset Manager                        8.97%       15.19%        63.62%        69.73%        71.58%        76.34%
Inv. Grade Bond                      9.32%       15.56%        38.12%        43.28%        59.29%        62.21%
Index 500                           29.12%       35.62%          N/A          N/A          46.70%        53.20%
Contrafund                            N/A         N/A            N/A          N/A          30.96%        37.46%
Asset Manager: Growth                 N/A         N/A            N/A          N/A          14.71%        21.21%
</TABLE>

*  Money Market reflects the most recent ten-year period.

<TABLE>
<CAPTION>
                                           One Year                    Five Year              Life of Fund
                                   Surrender                  Surrender                   Surrender
Subaccounts                        Contracts    Continue      Contracts     Continue     Contracts     Continue
- ------------------------       --------------- -----------  ------------- ------------ -------------  ---------

Alger American
- ----------------------
<S>                                <C>          <C>          <C>           <C>           <C>           <C>
Small Capitalization                35.73%       42.23%       128.85%       135.35%       283.85%       290.35%
Growth                              27.88%       34.38%       140.19%       146.69%       201.92%       207.45%
Income and Growth                   26.66%       33.16%        63.09%        69.18%        73.51%
76.69%
Balanced                            20.23%       26.73%        35.10%        40.15%        45.42%        49.46%
Mid-Cap Growth                      35.87%       42.37%          N/A          N/A          82.56%        89.06%
Leveraged All-Cap                    N/A          N/A            N/A          N/A          65.30%        71.80%
MFS Variable Ins. Trust
- -----------------------
Emerging Growth                       N/A          N/A           N/A          N/A          10.30%        16.60%
World Governments                    6.74%       12.83%          N/A          N/A           1.13%         6.91%
Utilities                           25.83%       32.33%          N/A          N/A          25.33%        31.83%

</TABLE>

YIELDS
- ------

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

   Current yield for Money Market subaccount  reflects the income generated by a
subaccount  over a 7 day period.  Current yield is calculated by determining the
net change, exclusive of capital changes, in the value
<PAGE>
of a hypothetical  account having one Accumulation  Unit at the beginning of the
period adjusting for the maintenance  charge, and dividing the difference by the
value of the  account  at the  beginning  of the base  period to obtain the base
period return, and multiplying the base period return by (365/7).  The resulting
yield figure is carried to the nearest  hundredth of a percent.  Effective yield
for the Money Market  subaccount is  calculated  in a similar  manner to current
yield except that investment  income is assumed to be reinvested  throughout the
year at the 7 day rate.  Effective  yield is  obtained by taking the base period
returns as computed above, and then compounding the base period return by adding
1,  raising  the sum to a power equal to (365/7)  and  subtracting  one from the
result,  according the formula Effective Yield = [Base Period Return + 1) 365/7]
- - 1. Since the reinvestment of income is assumed in the calculation of effective
yield, it will generally be higher than current yield.

   The net average  yield for the 7-day period  ended  December 31, 1995 for the
Money Market Fund was 3.99% and the  effective  yield for the 7-day period ended
December 31, 1995 for the Money Market Fund was 4.07%.


GENERAL MATTERS
- ---------------

The Policy
- -----------
   The  Policy,  the  application,   any  supplemental  applications,   and  any
amendments or endorsements  make up the entire contract.  All statements made in
the application, in the absence of fraud, are considered representations and not
warranties.  Only statements in the  application  that is attached to the Policy
and any supplemental  applications  made a part of the Policy when a change went
into effect can be used to contest a claim or the  validity of the Policy.  Only
the President,  Vice President,  Secretary or Assistant Secretary can modify the
Policy. Any changes must be made in writing, and approved by AVLIC. No agent has
the  authority to alter or modify any of the terms,  conditions or agreements of
the Policy or to waive any of its provisions.

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

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

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

   Any  non-qualified  policy and any qualified policy, if permitted by the plan
or by law  relevant  to the plan  applicable  to the  qualified  policy,  may be
assigned  by the owner  prior to the  annuity  date and during  the  annuitant's
lifetime.

   AVLIC is not responsible  for the validity of any  assignment.  No assignment
will be recognized until AVLIC receives written notice thereof.  The interest of
any beneficiary  which the assignor has the right to change shall be subordinate
to the interest of an assignee. Any amount paid to the assignee shall be paid in
one sum, not  withstanding  any  settlement  agreement in effect at the time the
assignment  was  executed.  AVLIC shall not be liable as to any payment or other
settlement made by AVLIC before receipt of written notice.

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

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

Ownership
- ---------

   The owner of the Policy on the policy date is the annuitant, unless otherwise
specified in the application.  During the annuitant's  lifetime,  all rights and
privileges  under this Policy may be  exercised  solely by the owner.  Ownership
passes to the successor  owner upon the death of the  owner(s).  If no successor
owner is designated or if no successor  owner is living,  the successor owner is
the owner's estate.  From time to time AVLIC may require proof that the owner is
still living.

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

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

   The owner may, by written request at least 30 days prior to the annuity date,
name a joint  annuitant.  Such joint  annuitant  must meet AVLIC's  underwriting
requirements.  If approved by AVLIC,  the joint  annuitant shall be named in the
Policy schedule pages or added by  endorsement.  An annuitant or joint annuitant
may not be replaced.

   The  annuity  date  shall  be  determined  based  on the date of birth of the
annuitant.  If the annuitant or joint  annuitant dies prior to the annuity date,
the survivor  shall be the sole  annuitant.  Another joint  annuitant may not be
designated.  Payment to a  beneficiary  shall not be made until the death of the
surviving annuitant.

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

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

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

   If the death  occurs  before the  annuity  date,  the entire  interest in the
Policy will be  distributed  within five years after date of death or be used to
purchase an immediate annuity under which payments will begin within one year of
the  owner's  death  and  will be made for the  life of the  owner's  designated
beneficiary  or for a period not  extending  beyond the life  expectancy of that
beneficiary.  The owner's designated beneficiary is the person to whom ownership
of the  Policy  passes by reason  of death and must be a natural  person.  AVLIC
reserves the right to require proof of death.

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

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

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

   AVLIC is taxed as a life  insurance  company  under Part I of Subchapter L of
the  Code.  Since  the  Account  is not an entity  separate  from  AVLIC and its
operations form a part of AVLIC, it will not be taxed separately as a "regulated
investment  company"  under  Subchapter  M of the Code.  Investment  income  and
realized net capital gains on the assets of the Account are  reinvested  and are
taken  into  account  in  determining  the  Policy  values.  As a  result,  such
investment income and realized net capital gains are  automatically  retained as
part of the reserves under the Policy.  Under  existing  federal income tax law,
AVLIC  believes  that Account  investment  income and realized net capital gains
should not be taxed to the extent  that such  income and gains are  retained  as
part of the reserves under the Policy.

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

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

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

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

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

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

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

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


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

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

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


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

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

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

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

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

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

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

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

EXPERTS
- -------

     The financial  statements of AVLIC as of December 31, 1995 and 1994 and for
each of the three years in the period ended  December 31, 1995 and the financial
statements  of the Account as of December  31,  1995,  and for each of the three
years in the  period  then  ended,  included  in this  Statement  of  Additional
Information have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports appearing herein,  and are included in reliance upon the
reports of such firm given upon their  authority  as experts in  accounting  and
auditing.

OTHER INFORMATION
- -----------------

     A  registration  Statement has been filed with the  Securities and Exchange
Commission,  under the Securities  Act of 1933, as amended,  with respect to the
Policy  discussed in this  Statement of Additional  Information.  Not all of the
information  set forth in the  Registration  Statement,  amendments and exhibits
thereto has been included in this Statement of Additional  Information or in the
Prospectus. Statements contained in this Statement of Additional Information and
the  Prospectus   concerning  the  content  of  the  Policies  and  other  legal
instruments are intended to be summaries.  For a complete statement of the terms
of these documents,  reference should be made to the instruments  filed with the
Securities and Exchange Commission.

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

     The financial  statements of AVLIC, which are included in this Statement of
Additional  Information,  should be considered only as bearing on the ability of
AVLIC to meet its obligations under the Policies.  They should not be considered
as bearing on the investment performance of the assets held in the Account.
<PAGE>
                          Independent Auditors' Report


Board of Directors
Ameritas Variable Life
 Insurance Company
Lincoln, Nebraska


   We have audited the accompanying statement of net assets of Ameritas Variable
Life Insurance  Company  Separate  Account VA-2 as of December 31, 1995, and the
related statements of operations and changes in net assets for each of the three
years  in  the  period  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  securities  owned at December 31, 1995. An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

   In our opinion,  such financial  statements  present fairly,  in all material
respects,  the financial  position of Ameritas  Variable Life Insurance  Company
Separate Account VA-2 as of December 31, 1995, and the results of its operations
and  changes in its net assets  for each of the three  years in the period  then
ended, in conformity with generally accepted accounting principles.



DELOITTE & TOUCHE LLP


Lincoln, Nebraska
February 1, 1996
<PAGE>
<TABLE>
<CAPTION>



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                             STATEMENT OF NET ASSETS
                                DECEMBER 31, 1995

ASSETS

INVESTMENTS AT NET ASSET VALUE:
   <S>                                                                             <C>
    Variable Insurance Products Fund:
       Money Market Portfolio - 57,326,276.820 shares at
        $1.00 per share (cost $57,326,277)                                          $     57,326,277
       Equity-Income Portfolio - 6,108,926.067 shares at
        $19.27 per share (cost $94,508,852)                                              117,719,005
       Growth Portfolio - 2,971,949.855 shares at
        $29.20 per share (cost $57,863,552)                                               86,780,936
       High Income Portfolio - 2,977,840.998 shares at
        $12.05 per share (cost $30,107,808)                                               35,882,984
       Overseas Portfolio - 2,679,443.568 shares at
        $17.05 per share (cost $40,129,300)                                               45,684,513
    Variable Insurance Products Fund II:
       Asset Manager Portfolio - 7,290,675.998 shares at
        $15.79 per share (cost $98,674,251)                                              115,119,774
       Investment Grade Bond Portfolio - 1,849,902.201 shares at
        $12.48 per share (cost $21,290,557)                                               23,086,779
       Contrafund Portfolio - 180,841.664 shares at
        $13.78 per share (cost $2,484,527)                                                 2,491,998
       Asset Manager: Growth Portfolio - 18,976.724 shares at
        $11.78 per share (cost $227,044)                                                     223,546
       Index 500 Portfolio - 8,760.127 shares at
        $75.71 per share (cost $640,072)                                                     663,229
    Alger American Fund:
       Small Capitalization Portfolio - 1,122,238.230 shares at
        $39.41 per share (cost $33,526,841)                                               44,227,409
       Growth Portfolio - 779,513.143 shares at
        $31.16 per share (cost $19,359,618)                                               24,289,630
       Income and Growth Portfolio - 375,290.867 shares at
        $17.79 per share (cost $5,886,975)                                                 6,676,424
       Balanced Portfolio - 185,210.868 shares at
        $13.64 per share (cost $2,206,036)                                                 2,526,276
       Midcap Growth Portfolio - 767,854.736 shares at
        $19.44 per share (cost $12,645,906)                                               14,927,096
       Leveraged Allcap Portfolio - 59,119.959 shares at
        $17.43 per share (cost $1,013,339)                                                 1,030,461
    Dreyfus Stock Index Fund:
       Stock Index Fund Portfolio - 497,239.510 shares at
        $17.20 per share (cost $7,182,861)                                                 8,552,520
    MFS Variable Insurance Trust:
       Emerging Growth Series Portfolio - 82,885.087 shares at
        $11.41 per share (cost $954,293)                                                     945,719
       World Governments Series Portfolio - 17,352.610 shares at
        $10.17 per share (cost $188,160)                                                     176,476
       Utilities Series Portfolio - 43,059.498 shares at
        $12.57 per share (cost $555,844)                                                     541,258
                                                                                     ----------------

       NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS                               $    588,872,310
                                                                                     ================


The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                        STATEMENT OF NET ASSETS (cont'd.)
                                DECEMBER 31, 1995



                                              Number of Units        Unit Value
                                              ---------------        ----------
<S>                                          <C>                      <C>          <C>
Variable Insurance Products Fund:
     Money Market Portfolio                   41,390,848.004           1.384999     $     57,326,277
     Equity-Income Portfolio                   4,341,950.825          27.112008          117,719,005
     Growth Portfolio                          2,680,503.815          32.374860           86,780,936
     High Income Portfolio                     1,638,820.985          21.895609           35,882,984
     Overseas Portfolio                        2,693,065.371          16.963759           45,684,513
Variable Insurance Product Fund II:
     Asset Manager Portfolio                   6,384,770.138          18.030371          115,119,774
     Investment Grade Bond Portfolio           1,584,105.144          14.574020           23,086,779
     Contrafund Portfolio                        179,239.249          13.903194            2,491,998
     Asset Manager: Growth Portfolio              18,219.455           12.26962              223,546
     Index 500 Portfolio                           8,789.710          75.455188              663,229
Alger American Fund:
     Small Capitalization Portfolio            1,084,733.736          40.772594           44,227,409
     Growth Portfolio                            743,312.674          32.677540           24,289,630
     Income and Growth Portfolio                 366,345.060          18.224413            6,676,424
     Midcap Growth Portfolio                     793,128.739          18.820521           14,927,096
     Balanced Portfolio                          182,890.799          13.813031            2,526,276
     Leveraged Allcap Portfolio                   59,364.752          17.358127            1,030,461
Dreyfus Stock Index Fund:
     Stock Index Fund Portfolio                  373,353.176          22.907317            8,552,520
MFS Variable Insurance Trust:
     Emerging Growth Series Portfolio             80,881.596          11.692633              945,719
     World Governments Series Portfolio           15,779.622          11.183794              176,476
     Utilities Series Portfolio                   40,557.341          13.345497              541,258
                                                                                      ---------------
                                                                                     $   588,872,310
                                                                                      ===============





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

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




                                                                1995                1994                1993
                                                          ----------------   ---------------      -------------

<S>                                                      <C>                <C>                  <C>
INVESTMENT INCOME
     Dividend distributions received                      $    10,791,789    $    6,905,119       $    4,452,093
EXPENSE
     Charges to policyowners for assuming
     mortality and expense risk (Note B)                        6,093,514         4,473,521            2,506,839
                                                            -------------      -------------       -------------
          INVESTMENT INCOME - NET                               4,698,275         2,431,598            1,945,254
                                                            -------------      -------------       -------------

REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS - NET
     Capital gain distributions received                        2,906,457         9,513,298            1,933,896
     Unrealized increase/(decrease)                            83,391,448       (18,327,838)          25,810,690
                                                             ------------      -------------        ------------
          NET GAIN/(LOSS) ON INVESTMENTS                       86,297,905        (8,814,540)          27,744,586
                                                             ------------      -------------        ------------

          NET INCREASE/(DECREASE) IN NET
          ASSETS RESULTING FROM OPERATIONS                     90,996,180        (6,382,942)          29,689,840

NET INCREASE IN NET ASSETS RESULTING
     FROM PREMIUM PAYMENTS AND OTHER
     OPERATING TRANSFERS (Note B)                              93,106,859       123,008,669          124,378,071
                                                             ------------      ------------          -----------
          TOTAL INCREASE IN NET ASSETS                        184,103,039       116,625,727          154,067,911

NET ASSETS
     Beginning of period                                      404,769,271       288,143,544          134,075,633
                                                             ------------     -------------        -------------
     End of period                                         $  588,872,310    $  404,769,271      $   288,143,544                    
                                                             ============     ==============       ==============


The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995



A.   ORGANIZATION AND ACCOUNTING POLICIES:
     -------------------------------------

     Ameritas  Variable  Life  Insurance  Company  Separate  Account  VA-2  (the
     Account) was  established  on May 28, 1987,  under Nebraska law by Ameritas
     Variable Life  Insurance  Company  (AVLIC),  a  wholly-owned  subsidiary of
     Ameritas  Life  Insurance  Corp.  (ALIC).  The  assets of the  Account  are
     segregated from AVLIC's other assets and are used only to support  variable
     annuity products issued by AVLIC.

     The Account is  registered  under the  Investment  Company Act of 1940,  as
     amended, as a unit investment trust. At December 31, 1995, there are twenty
     subaccounts  within the Account.  Five of the subaccounts  invest only in a
     corresponding  Portfolio of the Variable  Insurance Products Fund, and five
     invest only in a  corresponding  Portfolio of Variable  Insurance  Products
     Fund  II.  Both  funds  are  diversified  open-end  management   investment
     companies and are managed by Fidelity Management and Research Company.  Six
     of the  subaccounts  invest  only in a  corresponding  Portfolio  of  Alger
     American Fund which is a diversified open-end management investment company
     managed by Fred Alger  Management,  Inc. One  subaccount  invests only in a
     corresponding   Portfolio   of  Dreyfus   Stock   Index  Fund  which  is  a
     non-diversified  open-end management  investment company managed by Dreyfus
     Service   Corporation.   Three  of  the   subaccounts   invest  only  in  a
     corresponding  Portfolio  of  MFS  Variable  Insurance  Trust  which  is  a
     diversified open-end management investment company managed by Massachusetts
     Financial  Services  Company.  All five  funds  are  registered  under  the
     Investment Company Act of 1940, as amended. Each Portfolio pays the manager
     a monthly fee for managing its investments and business affairs. The assets
     of the  Account  are  carried  at the net  asset  value  of the  underlying
     Portfolios  of  the  funds,  and  the  value  of  the  policyowners'  units
     corresponds to the Account's investment in the underlying subaccounts.  The
     availability  of  investment  portfolio  and  subaccount  options  may vary
     between products.

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


B.   POLICYHOLDER CHARGES:
     ---------------------

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

<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995

C.   INFORMATION BY FUND:
<TABLE>
<CAPTION>


                                                           Variable Insurance Products Fund
                                  -------------------------------------------------------------------------------
                                       Money         Equity-                            High
                                       Market        Income            Growth          Income          Overseas
                                  --------------   ------------    -------------    ------------    -------------
<S>                             <C>              <C>             <C>              <C>             <C>
Balance 12-31-94                 $   64,578,099   $ 47,394,555    $  59,264,436    $ 19,815,317    $  32,138,329
Distributed earnings                  3,385,236      4,417,946          390,703       1,473,552          241,854
Mortality risk charge                  (738,735)      (943,916)        (957,307)       (415,996)        (465,500)
Unrealized increase/(decrease)              ---     17,850,823       20,702,655       4,685,960        3,572,714
Net premium transferred              (9,898,323)    48,999,597        7,380,449      10,324,151       10,197,116
                                  --------------  -------------  ---------------    ------------     ------------
Balance 12-31-95                 $   57,326,277  $ 117,719,005  $    86,780,936   $  35,882,984    $  45,684,513
                                  ==============  =============  ===============    ============     ============






                                                        Variable Insurance Products Fund  II
                                   ------------------------------------------------------------------------------
                                       Asset         Investment     Contrafund       Asset Mgr.:     Index 500
                                      Manager        Grade Bond         (1)          Growth (2)          (3)
                                   -------------   -------------   ------------   --------------    -------------
Balance 12-31-94                 $  121,107,120  $  14,907,528   $          ---   $           ---   $         ---
Distributed earnings                  2,486,418        741,402           30,567             9,363             ---
Mortality risk charge                (1,449,245)      (253,150)          (3,944)             (266)         (1,143)
Unrealized increase/(decrease)       15,665,746      2,423,519            7,472            (3,498)         23,156
Net premium transferred             (22,690,265)     5,267,480        2,457,903           217,947         641,216
                                  --------------   ------------    -------------    --------------    ------------
Balance 12-31-95                 $  115,119,774  $  23,086,779   $    2,491,998   $       223,546   $     663,229
                                  ==============   ============    =============    ==============    ============






                                                             Alger American Fund
                             ------------------------------------------------------------------------------------
                                  Small                       Income and      Midcap                   Leveraged
                             Capitalization       Growth        Growth        Growth      Balanced      Allcap(4)
                             ---------------   ------------   -----------   -----------  -----------  -----------
Balance 12-31-94            $  19,196,546    $ 15,553,231    $ 2,348,430   $ 3,540,066  $  1,030,537 $        ---
Distributed earnings                  ---         156,976         30,164           692        24,117          ---
Mortality risk charge            (390,434)       (218,376)       (51,556)      (96,907)      (20,525)      (1,843)
Unrealized increase/(decrease)  8,996,789       4,297,843        848,211     2,128,071       340,663       17,122
Net premium transferred        16,424,508       4,499,956      3,501,175     9,355,174     1,151,484
1,015,182
                              ------------    ------------    -----------    ----------   -----------  -----------
Balance 12-31-95            $  44,227,409   $  24,289,630   $  6,676,424   $14,927,096  $  2,526,276  $  1,030,461
                              ============    ============    ===========   ===========   ===========  ===========






                                       MFS Variable Insurance Trust              Dreyfus
                             ----------------------------------------------   -------------
                               Emerging        World (6)        Utilities         Stock
                               Growth(5)      Governments           (7)         Index Fund              TOTAL
                             -------------  ---------------   -------------   -------------        --------------
Balance 12-31-94            $         ---  $           ---   $         ---    $  3,895,077        $   404,769,271
Distributed earnings               25,522           16,669          33,188         233,877             13,698,246
Mortality risk charge              (1,676)            (481)           (592)        (81,922)            (6,093,514)
Unrealized increase/(decrease)     (8,574)         (11,684)        (14,585)      1,869,045             83,391,448
Net premium transferred           930,447          171,972         523,247       2,636,443             93,106,859
                             -------------   --------------    ------------     -----------         --------------
Balance 12-31-95            $     945,719  $       176,476   $     541,258    $  8,552,520        $   588,872,310
                             =============   ==============    ============     ===========         ==============




                              (1) Commenced business 08/25/95. (5) Commenced business 08/25/95.
                              (2) Commenced business 09/15/95. (6) Commenced business 08/24/95.
                              (3) Commenced business 09/21/95. (7) Commenced business 09/18/95.
                              (4) Commenced business 08/30/95.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995

C. INFORMATION BY FUND:


                                                             Alger American Fund
                                 --------------------------------------------------------------------------------
                                      Small                           Income          Midcap
                                 Capitalization      Growth         and Growth        Growth           Balanced
                                 ---------------  -------------   --------------   --------------   -------------
<S>                            <C>              <C>             <C>              <C>              <C>
Balance 12-31-93                $    16,350,688  $   4,033,279   $    1,486,488   $    1,241,078  $      398,861
Distributed earnings                    920,888        349,387           79,765            3,756          15,142
Mortality risk charge                  (191,599)       (77,513)         (21,926)         (17,859)         (8,792)
Unrealized increase/(decrease)       (1,419,617)        57,051         (188,024)          73,432         (31,583)
Net premium transferred               3,536,186     11,191,027          992,127        2,239,659         656,909
                                 ---------------   ------------     ------------    -------------    ------------
Balance 12-31-94               $     19,196,546  $  15,553,231   $    2,348,430   $    3,540,066  $    1,030,537
                                 ===============   ============     ============    =============    ============



Units Owned 12-31-94                671,144.393    641,126.689      172,001.664      268,394.026      94,786.818
Unit Value                            28.602706      24.259216        13.653531        13.189810       10.872152
                                  --------------   ------------     ------------     ------------   -------------
Fund Value                     $     19,196,546  $  15,553,231   $    2,348,430   $    3,540,066  $    1,030,537
                                  ==============   ============     ============     ============   =============




                                                        Variable Insurance Products Fund
                                 --------------------------------------------------------------------------------
                                      Money          Equity-                            High
                                      Market         Income           Growth           Income          Overseas
                                 ---------------  -------------    -------------    -------------   -------------
Balance 12-31-93                $    31,379,124  $  32,522,382    $  47,340,345    $  14,780,768    $ 26,209,548
Distributed earnings                  2,394,455      2,724,507        3,209,519        1,502,298         154,645
Mortality risk charge                  (689,406)      (506,822)        (627,238)        (226,605)       (394,955)
Unrealized increase/(decrease)              ---       (101,881)      (1,669,742)      (1,667,003)       (325,590)
Net premium transferred              31,493,926     12,756,369       11,011,552        5,425,859       6,494,681
                                  --------------   ------------    --------------    ------------    -------------
Balance 12-31-94               $     64,578,099   $ 47,394,555    $  59,264,436    $  19,815,317   $  32,138,329
                                  ==============   ============    ==============    ============    =============



Units Owned 12-31-94             48,755,227.272  2,332,200.380    2,448,226.330    1,076,076.694    2,050,429.513
Unit Value                             1.324537      20.321819         24.20709         18.41441         15.67395
                                ----------------  -------------   --------------   --------------   --------------
Fund Value                     $     64,578,099  $  47,394,555   $   59,264,436   $   19,815,317   $   32,138,329
                                ================  =============   ==============   ==============   ==============




                                       Variable Insurance
                                        Products Fund II            Dreyfus
                                 -----------------------------   -------------
                                     Asset         Investment        Stock
                                    Manager        Grade Bond     Index Fund                            TOTAL
                                  --------------   ------------   -------------                      -------------
Balance 12-31-93              $    93,247,898    $ 16,150,701   $  3,002,384                      $  288,143,544
Distributed earnings                4,919,949          43,054        101,052                          16,418,417
Mortality risk charge              (1,466,830)       (201,910)       (42,066)                         (4,473,521)
Unrealized increase/(decrease)    (12,320,921)       (662,594)       (71,366)                        (18,327,838)
Net premium transferred            36,727,024        (421,723)       905,073                         123,008,669
                               ---------------    ------------    -----------                       -------------
Balance 12-31-94              $   121,107,120    $ 14,907,528   $  3,895,077                      $  404,769,271
                               ===============    ============    ===========                       =============



Units Owned 12-31-94            7,758,786.284   1,185,301.883    229,756.110
Unit Value                          15.609029       12.576988      16.953095
                               ---------------  -------------    ------------
Fund Value                    $   121,107,120  $  14,907,528   $   3,895,077                      $  404,769,271            
                                ===============  =============   ============                       =============

</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995


C. INFORMATION BY FUND:
<TABLE>
<CAPTION>

                                                             Alger American Fund
                                 --------------------------------------------------------------------------------
                                      Small                           Income          Midcap
                                 Capitalization      Growth         and Growth        Growth(1)      Balanced(2)
                                 ---------------  -------------   --------------   --------------   -------------
<S>                            <C>              <C>             <C>              <C>              <C>
Balance 12-31-92                $     6,019,803  $   1,239,236   $      462,046   $          ---   $        ---
Distributed earnings                        ---          2,275            2,270           12,874            ---
Mortality risk charge                  (129,069)       (40,709)         (11,740)          (2,506)        (1,100)
Unrealized increase/(decrease)        2,526,576        489,862           92,877           79,687         11,161
Net premium transferred               7,933,378      2,342,615          941,035        1,151,023        388,800
                                 ---------------  -------------    -------------   --------------   ------------
Balance 12-31-93                $    16,350,688  $   4,033,279    $   1,486,488   $    1,241,078   $    398,861
                                 ===============  =============    =============   ==============   ============

Units Owned 12-31-93                539,880.302    166,606.094       98,620.982       91,504.219     34,686.690
Unit Value                            30.285775      24.208502        15.072731        13.563070      11.498952
                                 ---------------  -------------    -------------   --------------    -----------
Fund Value                      $    16,350,688  $   4,033,279    $   1,486,488  $     1,241,078   $    398,861
                                 ===============  =============    =============   ==============    ===========



                                                        Variable Insurance Products Fund
                                 --------------------------------------------------------------------------------
                                      Money          Equity-                            High
                                      Market         Income           Growth           Income          Overseas
                                 ---------------  -------------    -------------    -------------   -------------
Balance 12-31-92               $     29,668,140  $  17,944,740    $  22,003,274   $    6,438,579   $   5,204,318
Distributed earnings                    905,971        709,393          631,581          662,288         123,355
Mortality risk charge                  (353,926)      (327,850)        (417,745)        (159,048)       (135,471)
Unrealized increase/(decrease)              ---      3,398,207        4,791,173        1,637,298       2,845,554
Net premium transferred               1,158,939     10,797,892       20,332,062        6,201,651      18,171,792
                                ----------------  -------------    -------------    -------------    ------------
Balance 12-31-93               $     31,379,124  $  32,522,382   $   47,340,345    $  14,780,768   $  26,209,548
                                ================  =============    ==============    =============   =============


Units Owned 12-31-93             24,394,597.763  1,692,367.958    1,930,905.248      780,485.192    1,680,013.325
Unit Value                             1.286314      19.217087        24.517177        18.937922       15.600798
                                ----------------  -------------   -------------     -------------  --------------
Fund Value                     $     31,379,124  $  32,522,382   $  47,340,345     $  14,780,768   $  26,209,548
                                ================  =============
=============     =============   =============






                                       Variable Insurance
                                        Products Fund II            Dreyfus
                                ------------------------------   -------------
                                    Asset          Investment        Stock
                                    Manager        Grade Bond     Index Fund                            TOTAL
                                --------------    -------------  -------------                      -------------
Balance 12-31-92              $    34,649,384   $    9,649,029  $     797,084                     $   134,075,633
Distributed earnings                1,816,389          901,144        618,449                           6,385,989
Mortality risk charge                (746,442)        (157,317)       (23,916)                         (2,506,839)
Unrealized increase/(decrease)     10,105,096          274,580       (441,381)                         25,810,690
Net premium transferred            47,423,471        5,483,265      2,052,148                         124,378,071
                               ---------------    -------------   ------------                      --------------
Balance 12-31-93             $     93,247,898   $   16,150,701  $   3,002,384                     $   288,143,544
                               ===============    =============   ============                      ==============



Units Owned 12-31-93            5,540,619.649    1,220,611.462    176,454.414
Unit Value                          16.829868        13.231648      17.015069
                               ---------------   --------------  -------------
Fund Value                   $     93,247,898   $   16,150,701  $   3,002,384                     $   288,143,544
                               ===============   ==============  =============                      ==============



</TABLE>

   (1)  Commenced business 5/26/93.
   (2)  Commenced business 6/08/93.
<PAGE>
                         Independent Auditors' Report



Board of Directors
Ameritas Variable Life
  Insurance Company
Lincoln, Nebraska



   We have audited the  accompanying  balance  sheets of Ameritas  Variable Life
Insurance  Company as of December 31, 1995 and 1994, and the related  statements
of operations,  changes in  stockholder's  equity and cash flows for each of the
three years in the period ended December 31, 1995.  These  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

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

    In our opinion,  such financial  statements  present fairly, in all material
respects,  the financial position of Ameritas Variable Life Insurance Company as
of December 31, 1995 and 1994,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1995,  in
conformity with statutory  accounting  principles which are considered generally
accepted  accounting  principles for mutual life  insurance  companies and their
insurance subsidiaries.

As discussed in Note A to the financial statements, effective December 31, 1995,
the Company changed a reserving practice.

DELOITTE & TOUCHE LLP


Lincoln, Nebraska
February 1, 1996
<PAGE>
<TABLE>
<CAPTION>
                                     AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                                  BALANCE SHEETS
                                           (in thousands, except shares)


                                                                                           December 31,
                                                                                    ---------------------------
                                                                                        1995           1994
                                                                                    ------------   ------------
                       ASSETS
   <S>                                                                             <C>           <C>
    Investments:
       Bonds, at amortized cost ( fair value of $40,344
          and $34,021) (Note C)                                                     $    38,753   $     34,607
       Short-term investments                                                             4,289          7,714
       Loans on life insurance policies                                                   2,639          1,597
                                                                                    -------------  -------------

          Total investments                                                              45,681         43,918

    Cash                                                                                  1,371            431
    Accrued investment income                                                               790            774
    Reinsurance recoverable - affiliates  (Note E)                                           57            467
    Other assets                                                                             76            129
    Separate Accounts  (Note F)                                                         682,482        462,886
                                                                                    -------------   ------------

                                                                                   $    730,457   $    508,605
                                                                                    =============   ============


LIABILITIES AND STOCKHOLDER'S EQUITY

    LIABILITIES:

    Life and annuity reserves                                                      $     28,740   $     30,578
    Funds left on deposit with the company                                                   87            142
    Interest maintenance reserve                                                             41             36
    Accounts payables - affiliates  (Note E)                                              1,926            884
    Income tax payable-affiliates                                                         1,221             36
    Accrued professional fees                                                                20             11
    Sundry current liabilities -
          Cash with applications                                                          1,305            562
          Other                                                                             662            692
    Valuation reserve                                                                       193            163
    Separate Accounts  (Note F)                                                         682,482        462,886
                                                                                    -------------    -----------
                                                                                        716,677        495,990
                                                                                    -------------    -----------


   STOCKHOLDER'S EQUITY:

    Common stock, par value $100 per share;                                               4,000          4,000
       authorized 50,000 shares, issued and
       outstanding 40,000 shares
    Additional paid-in capital                                                           29,700         29,700
    Deficit                                                                             (19,920)       (21,085)
                                                                                    -------------    -----------

                                                                                         13,780         12,615
                                                                                    -------------    -----------

                                                                                   $    730,457    $   508,605
                                                                                     ============    ===========





The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                            STATEMENTS OF OPERATIONS
                                 (in thousands)





                                                                           Year Ended December 31,
                                                           --------------------------------------------------------
                                                                1995                 1994                 1993

                                                           --------------       ---------------     ---------------
<S>                                                      <C>                <C>                 <C>
INCOME:
    Premium income                                        $    158,436       $      174,085      $      155,166
    Less reinsurance:  (Note E)
       Yearly renewable term                                    (5,110)              (1,333)               (843)
                                                          --------------       ---------------     ---------------
       Net premium income                                      153,326              172,752             154,323
    Miscellaneous insurance income                               4,482                1,398                 459
    Net investment income (Note D)                               3,507                3,050               2,897
                                                           --------------       ---------------     ---------------

                                                               161,315              177,200             157,679
                                                           --------------       ---------------     ---------------

EXPENSES:

    Increase (decrease) in reserves                               (296)                (637)              1,717
    Benefits to policyowners                                    31,094               19,012               8,128
    Commissions                                                 14,813               15,799              13,080
    General insurance expenses (Note E)                          6,641                6,403               4,216
    Taxes, licenses and fees                                     1,275                1,183                 829
    Net premium transferred to
    Separate Accounts (Note F)                                 106,053              139,974             136,451
                                                            -------------       ---------------     ---------------

                                                               159,580              181,734             164,421
                                                            -------------       ---------------     ---------------
Income(loss) before income taxes
    and realized capital gains                                   1,735               (4,534)             (6,742)


Income taxes (benefit)-current                                   1,752                 (611)             (1,501)
                                                           --------------       ---------------     ---------------

(Loss) before realized capital gains                               (17)              (3,923)             (5,241)

Realized capital  gains(losses) (net of tax
  of $12, $11 and $19 and $18, $12 and
  $32 transfers to interest maintenance
  reserve for 1995, 1994 and 1993,
  respectively)                                                     (2)                  (2)                  1
                                                           --------------       ---------------     ---------------

Net (loss)                                               $         (19)       $      (3,925)      $      (5,240)
                                                           ==============       ===============     ===============










The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                          (in thousands, except shares)



                                                                      Additional
                                              Common Stock             Paid in
                                         Shares         Amount         Capital        Deficit          Total
                                      ------------    -----------   -------------   ------------   -------------
<S>                                       <C>       <C>           <C>             <C>            <C>
BALANCE, January 1, 1993                   40,000    $     4,000   $      18,200   $   (11,793)   $     10,407

    Transfer to valuation reserve               -              -               -           (62)            (62)

    Capital contribution from
       Ameritas Life Insurance Corp.            -              -           5,500             -           5,500

    Net (loss)                                  -              -               -        (5,240)         (5,240)
                                      ------------    -----------   -------------   ------------    ------------

BALANCE, December 31, 1993                 40,000          4,000          23,700       (17,095)         10,605

    Increase in non-admitted assets                                                         (2)             (2)

    Transfer to valuation reserve               -              -               -           (63)            (63)

    Capital contribution from
       Ameritas Life Insurance Corp.            -              -           6,000              -          6,000

    Net (loss)                                  -              -               -        (3,925)         (3,925)
                                      ------------   ------------   -------------   ------------    ------------

BALANCE, December 31, 1994                 40,000          4,000          29,700       (21,085)         12,615

    Decrease in non-admitted assets             -              -               -             5               5

    Transfer to valuation reserve               -              -               -           (30)            (30)

    Release of reserves (Note A)                -              -               -         1,618           1,618

    Settlement/intercompany taxes               -              -               -          (409)           (409)

    Net (loss)                                  -              -               -           (19)            (19)
                                      -----------     -----------   -------------   ------------    ------------
BALANCE, December 31, 1995                 40,000    $     4,000   $      29,700   $    (19,920)   $     13,780
                                      ===========     ===========   =============   ============    ============






The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                             STATEMENTS OF CASH FLOWS
                                                  (in thousands)


                                                                          Year Ended December 31,
                                                          ---------------------------------------------------------
                                                               1995                 1994                1993
                                                          --------------       ---------------    -----------------
<S>                                                     <C>                  <C>                <C>
OPERATING ACTIVITIES:
    Net premium income received                          $     153,867        $      172,701     $        154,408
    Miscellaneous insurance income                               4,201                 1,398                  459
    Net investment income received                               3,405                 2,899                2,848
    Net premium transferred to Separate Accounts              (105,654)             (140,161)            (136,451)
    Benefits paid to policyowners                              (31,200)              (18,944)              (8,207)
    Commissions                                                (12,343)              (15,799)             (13,080)
    Expenses and taxes                                         (10,664)               (7,547)              (4,939)
    Net increase in policy loans                                (1,041)                 (576)                (592)
    Income taxes                                                  (987)                  527                1,630
    Other operating income and disbursements                     1,978                (2,222)                 270
                                                          --------------       ---------------    -----------------

    Net cash provided by (used in) operating activities          1,562                (7,724)              (3,654)
                                                          --------------       ---------------    -----------------

INVESTING ACTIVITIES:
    Maturity of bonds                                            3,713                 5,108                8,266
    Purchase of investments                                     (7,760)              (15,673)              (1,460)
                                                          --------------       ---------------    -----------------

Net cash (used in) provided by investing activities             (4,047)              (10,565)               6,806
                                                          --------------       ---------------    -----------------

FINANCING ACTIVITIES:
    Capital contribution                                             -                 6,000                5,500
                                                          --------------       ---------------    -----------------

NET (DECREASE) INCREASE IN CASH AND
    SHORT TERM INVESTMENTS                                      (2,485)              (12,289)               8,652

CASH AND SHORT TERM INVESTMENTS -
    BEGINNING OF PERIOD                                          8,145                20,434               11,782
                                                          --------------       ---------------    -----------------

CASH AND SHORT TERM INVESTMENTS -
    END OF PERIOD                                       $        5,660        $        8,145     $         20,434
                                                          ==============       ==============     =================








The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)



A.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
    ---------------------------------------------------------------------

    Ameritas  Variable  Life  Insurance  Company  (the  Company),  a stock  life
    insurance  company  domiciled  in the State of Nebraska,  is a  wholly-owned
    subsidiary of Ameritas Life Insurance  Corp.(ALIC),  a mutual life insurance
    company.  The Company  began issuing  variable  life  insurance and variable
    annuity  policies in 1987. The variable life and variable  annuity  policies
    are not participating with respect to dividends.

    The accompanying  financial statements have been prepared in accordance with
    life insurance  accounting  practices prescribed by the Insurance Department
    of the State of  Nebraska.  While  appropriate  for  mutual  life  insurance
    companies,  such  accounting  practices  differ  in  certain  respects  from
    generally  accepted   accounting   principles  followed  by  other  business
    enterprises.  The Financial Accounting Standards Board (FASB) has undertaken
    consideration  of changing  those methods  constituting  generally  accepted
    accounting  principles  applicable to mutual life  insurance  companies.  In
    accordance  with  pronouncements  issued  by the  FASB  in  1993  and  1994,
    financial statements prepared on the basis of statutory accounting practices
    will no longer  be  described  as  prepared  in  conformity  with  generally
    accepted accounting principles for fiscal years beginning after December 15,
    1995.

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

    The principal accounting and reporting practices followed are:

    INVESTMENTS - Bonds and short-term  investments earning interest are carried
    at amortized cost which, for short-term  investments,  approximates  market.
    Separate account assets are carried at market. Realized gains and losses are
    determined on the basis of specific identification.

    ACQUISITION COSTS - Commissions,  reinsurance ceded allowances, underwriting
    and  other  costs  of  issuing  new  policies  as  well as  maintenance  and
    settlement costs are reported as costs of insurance operations in the period
    incurred.

    PREMIUMS - Premiums are reported as income when  collected  over the premium
    paying periods of the policies. Premium income consists of:
<TABLE>
<CAPTION>


                                         Year Ended December 31,
                           --------------------------------------------------
                                1995              1994               1993
                           --------------    --------------    --------------
                         <S>               <C>               <C>
         Life             $      32,020     $      31,980     $       20,591
         Annuity                126,416           142,105            134,575
                           --------------    --------------    --------------
                          $     158,436     $     174,085     $      155,166
                           ==============    ==============    ==============

</TABLE>

    POLICY RESERVES - Generally, reserves for variable life and annuity policies
    are established and maintained on the basis of each policyholder's  interest
    in the account  values of Separate  Accounts V and VA-2.  However,  reserves
    established for certain annuity  products are determined on the basis of the
    Commissioner's  Annuity Reserve  Valuation  Method (CARVM)  reserving method
    which  approximates   surrender  values.  The  account  values  are  net  of
    applicable  cost  of  insurance  and  other  expense  charges.  The  cost of
    insurance  has been  developed  by actuarial  methods.  The Company uses the
    mortality  rates from the  Commissioners  1980 Standard  Ordinary Smoker and
    Non- Smoker,  Male and Female Mortality  Tables in computing  minimum values
    and  reserves.  Policy  reserves  are also  provided for amounts held in the
    general accounts  consistent with requirements of the Nebraska Department of
    Insurance.
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)




A.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
    ---------------------------------------------------------------------
    (Continued)
    -----------

    INTEREST   MAINTENANCE  RESERVE  -  The  interest   maintenance  reserve  is
    calculated  based on the  prescribed  methods  developed  by the NAIC.  This
    reserve  is used to  accumulate  realized  gains and losses  resulting  from
    interest  rate changes on fixed income  investments.  These gains and losses
    are then  amortized  into  investment  income  over what would have been the
    remaining years to maturity of the underlying investment.

    VALUATION  RESERVE -  Valuation  reserves  are a required  appropriation  of
    Stockholder's  Equity  to  provide  for  possible  losses  that may occur on
    certain investments held by the Company.  The appropriation (Asset Valuation
    Reserve) is based on the holdings of bonds, stocks,  mortgages,  real estate
    and short-term investments.  Realized and unrealized gains and losses, other
    than those resulting from interest rate changes, are added or charged to the
    reserve (subject to certain maximums).

    INCOME TAXES - The Company  files a  consolidated  life/non-life  tax return
    with Ameritas Life Insurance Corp. and its subsidiaries.  An agreement among
    the  members  of  the  consolidated   group  provides  for  distribution  of
    consolidated tax results as if filed on a separate return basis. The current
    income tax expense or benefit (including effects of capital gains and losses
    and  net  operating   losses)  is  apportioned   generally  on  a  sub-group
    (life/non-life) basis. As a result of differences in accounting between book
    and tax purposes for certain items, primarily deferred acquisition costs and
    certain  reserve  calculations,  taxes  are  provided  in  excess of the 35%
    statutory corporate rate.

    CHANGE IN ACCOUNTING - Effective  December 31, 1995 the Company released the
    voluntary  mortality  fluctuation  reserve through a credit to stockholder's
    equity. The increase in reserve included in the statements of operations for
    the years ended 1995, 1994 and 1993 were $659, $421 and $135, respectively.


B.  FINANCIAL INSTRUMENTS:
    ----------------------

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

    Bonds
    For  publicly  traded   securities,   fair  value  is  determined  using  an
    independent  pricing source. For securities without a readily  ascertainable
    fair value,  fair value has been  determined  using an interest  rate spread
    matrix based upon quality, weighted average maturity, and Treasury yields.

    Short-term Investments
    The carrying amount approximates fair value because of the short maturity of
    these instruments.

    Loans on Life Insurance Policies
    Fair  values for  policy  loans are  estimated  using  discounted  cash flow
    analyses at interest rates currently offered for similar loans. Policy loans
    with   similar   characteristics   are   aggregated   for  purposes  of  the
    calculations.

    Cash
    The carrying amounts reported in the balance sheet equals fair value.

    Accrued Investment Income

    Fair value on accrued investment income equals book value.

    Funds left on Deposit
    Funds on  deposit  which do not have  fixed  maturities  are  carried at the
    amount payable on demand at the reporting date.
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)



B.  FINANCIAL INSTRUMENTS: (Continued)
    ----------------------------------

    The  estimated  fair  values,  as of  December  31,  1995 and  1994,  of the
    Company's financial instruments are as follows:
<TABLE>
<CAPTION>


                                                             1995                                 1994
                                                ---------------------------------   --------------------------------
                                                    Carrying            Fair           Carrying           Fair
                                                     Amount             Value           Amount            Value
                                                ---------------    --------------   ---------------  ---------------
 <S>                                          <C>                <C>               <C>             <C>
  Financial Assets:
    Bonds                                      $      38,753      $      40,344     $     34,607    $     34,021
    Short-term investments                             4,289              4,289            7,714           7,714
    Loans on life insurance policies                   2,639              2,346            1,597           1,190
    Cash                                               1,371              1,371              431             431
    Accrued investment income                            790                790              774             774

  Financial Liabilities:
    Funds left on deposit                                 87                 87              142             142

       These fair values do not necessarily  represent the value for which the financial instrument could be sold.
</TABLE>

C. BONDS:
   ------
    The table below provides  additional  information  relating to bonds held by
    the Company as of December 31, 1995:
<TABLE>
<CAPTION>

                                                                                   Gross           Gross
                                                  Amortized          Fair        Unrealized      Unrealized     Carrying
                                                    Cost             Value         Gains           Losses         Value
                                                --------------   -------------  ------------   -------------  -------------
   <S>                                        <C>              <C>            <C>            <C>            <C>
    LONG TERM BONDS:
    Corporate-U.S.                             $      20,667    $     21,597   $       930    $         -    $     20,667
    Mortgage-Backed                                    3,628           3,742           114              -           3,628
    U.S. Treasury securities and
    obligations of U.S. government
    corporations and agencies                         14,458          15,005           551              4          14,458
                                                --------------   -------------  ------------   -------------   ------------
                                               $      38,753    $     40,344   $       1,595            4     $    38,753
                                                ==============   =============  ============   ==============  ============

 </TABLE>

    The comparative data as of December 31, 1994 is summarized as follows:
<TABLE>
<CAPTION>
                                                                                  Gross           Gross
                                                  Amortized          Fair        Unrealized      Unrealized     Carrying
                                                    Cost             Value         Gains           Losses         Value
                                                --------------   -------------  ------------   -------------  -------------
   <S>                                        <C>              <C>            <C>            <C>            <C>
    LONG TERM BONDS:
    Corporate-U.S.                             $      19,634    $     19,396   $       160    $       398    $     19,634
    Corporate-Foreign                                  1,000           1,008             8              -           1,000
    Mortgage-Backed                                    1,149           1,184            35              -           1,149
    U.S. Treasury securities and
    obligations of U.S. government
    corporations and agencies                         12,824          12,433            47            438          12,824
                                                --------------   -------------  ------------   -------------  -------------
                                               $      34,607    $     34,021   $       250    $       836    $     34,607
                                                ==============   =============  ============   =============  =============


</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)



C. BONDS: (Continued)
   ------------------

    The  carrying  value  and  fair  value  of bonds  at  December  31,  1995 by
contractual maturity are shown below:
<TABLE>
<CAPTION>
                                                    Fair            Carrying
                                                    Value            Value
                                              ---------------   ----------------
   <S>                                      <C>               <C>
    Due in one year or less                  $      10,731     $       10,429
    Due after one year through five years           25,368             24,200
    Due after five years through ten years             503                496
    Due after ten years                                  -                  -
    Mortgage-Backed Securities                       3,742              3,628
                                              ---------------   ----------------
                                             $      40,344     $       38,753
                                              ===============   ================


    Investments in securities of one issuer other than United States  Government
    and  United   States   Government   Agencies   which  exceed  10%  of  total
    stockholder's equity as of December 31, 1995 are as follows:
</TABLE>


<TABLE>
<CAPTION>

    Included in Bonds:                                 Carrying
                 ISSUER                                  Value
                 ------                             --------------
   <S>                                           <C>

   Leggett & Platt Inc Medium Term Notes           $       1,500
    Sears, Roebuck & Co                                    1,499

       Included in Short-Term Investments:
                 ISSUER
                 ------
    GTE Northwest Inc Discount Note                $       1,500
    Goldman Sachs Money Market Treasury Obligations        1,539


    Investments in securities of one issuer other than United States  Government
    and  United   States   Government   Agencies   which  exceed  10%  of  total
    stockholder's equity as of December 31, 1994 are as follows:

    Included in Bonds:                                  Carrying
                 ISSUER                                   Value
                 ------                               -------------
    Leggett & Platt Inc Medium Term Notes          $       1,500
    Sears, Roebuck & Co                                    1,499

       Included in Short-Term Investments:
                 ISSUER
                 ------
    GTE Northwest Inc Discount Note                $       1,397
    Potomac Electric Power Co Disc Note                    1,499
    AT&T Corp Disc Note                                    1,299
    Cargill Inc Disc Note                                  1,496

At December 31, 1995, the Company had  securities  with a market value of $3,356
on deposit with various State Insurance Departments.
</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)



D. INVESTMENT INCOME:
   ------------------

   Net investment  income for the years ended December 31, 1995,  1994 and 1993
   is comprised as follows:
<TABLE>
<CAPTION>

                                                                            Year Ended December 31,
                                                               --------------------------------------------------
                                                                    1995              1994             1993
                                                               ---------------  ---------------  ----------------
   <S>                                                       <C>              <C>              <C>
    Bonds                                                     $      2,819     $     2,410      $        2,384
    Short-term investments                                             597             609                 529
    IMR amortization                                                    15               5                   1
    Loans on life insurance policies                                   128              82                  39
                                                               ---------------  ----------------  ---------------
                               Gross investment income               3,559           3,106               2,953
    Less investment expenses                                            52              56                  56
                                                               ---------------  ----------------  ---------------

                               Net investment income          $      3,507     $     3,050       $       2,897
                                                               ===============  ================  ===============

</TABLE>

E.  RELATED PARTY TRANSACTIONS:
    ---------------------------

    Ameritas  Life  Insurance  Corp.  provides  technical,  financial  and legal
    support to the Company under an administrative  service agreement.  The cost
    of these services to the Company for years ended December 31, 1995, 1994 and
    1993 was $4,858,  $4,029 and $1,915,  respectively.  The Company also leases
    office space and furniture and equipment from Ameritas Life Insurance  Corp.
    The cost of these  leases to the Company for the years  ended  December  31,
    1995, 1994 and 1993 was $37, $40 and $54, respectively.

    Under the terms of an investment advisory  agreement,  the Company paid $44,
    $43 and $44 for the years ended December 31, 1995, 1994 and 1993 to Ameritas
    Investment  Advisors Inc., an indirect  wholly-owned  subsidiary of Ameritas
    Life Insurance Corp.

    The Company  entered into a reinsurance  agreement  (yearly  renewable term)
    with Ameritas  Life  Insurance  Corp.  Under this  agreement,  Ameritas Life
    Insurance  Corp.  assumes life insurance risk in excess of the Company's $50
    retention limit. The Company recorded $5,085 of gross  reinsurance  premiums
    for the year ended  December  31,  1995  which  includes  reinsurance  ceded
    commission  allowances of $2,805 resulting in net reinsurance ceded premiums
    of $2,280. In 1994 and 1993 the Company reported  reinsurance ceded premiums
    net of reinsurance ceded commission allowances.  The Company paid $1,333 and
    $843 of net  reinsurance  premiums for the years ended December 31, 1994 and
    1993, respectively.

    The Company  has  entered  into a guarantee  agreement  with  Ameritas  Life
    Insurance Corp., whereby, Ameritas Life Insurance Corp. guarantees the full,
    complete  and  absolute  performance  of all duties and  obligations  of the
    Company.

    The Company's products are distributed through Ameritas Investment Corp., an
    indirect  wholly-owned  subsidiary  of Ameritas  Life  Insurance  Corp.  The
    Company  received $192,  $272 and $23 for the years ended December 31, 1995,
    1994 and 1993,  respectively,  from this  affiliate to partially  defray the
    costs of  materials  and  prospectuses.  Policies  placed by this  affiliate
    generated  commission expense of $14,028,  $15,223 and $12,621 for the years
    ended December 31, 1995, 1994 and 1993, respectively.
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                 (in thousands)



F.  SEPARATE ACCOUNTS:
    ------------------

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

    Amounts in the Separate Accounts are:


                                                 December 31,
                                         ---------------------------
                                             1995           1994
                                         ------------   ------------
    Separate Account V                  $     93,610   $     58,117
    Separate Account VA-2                    588,872        404,769
                                         ------------   ------------
                                        $    682,482   $    462,886
                                         ============   ============



    The assets of Account V are  invested  in shares of the  Variable  Insurance
    Products Fund, the Variable Insurance Products Fund II, Alger American Fund,
    Dreyfus  Stock Index Fund and MFS  Variable  Insurance  Trust.  Each fund is
    registered  with the SEC  under  the  Investment  Company  Act of  1940,  as
    amended, as an open-end diversified management investment company.

    The Variable  Insurance  Products Fund and the Variable  Insurance  Products
    Fund II are managed by Fidelity  Management and Research  Company.  Variable
    Insurance Products Fund has five portfolios: the Money Market Portfolio, the
    High Income Portfolio, the Equity Income Portfolio, the Growth Portfolio and
    the Overseas Portfolio.  The Variable Insurance Fund II has five portfolios:
    the Investment  Grade Bond Portfolio,  Asset Manager  Portfolio,  Contrafund
    Portfolio  (effective  August 25,  1995),  Asset Manager  Growth  Portfolio(
    effective  September  15, 1995) and the Index 500 Portfolio  (September  21,
    1995). The Alger American Fund is managed by Fred Alger Management, Inc. and
    has six  portfolios:  Income  and  Growth  Portfolio,  Small  Capitalization
    Portfolio,  Growth  Portfolio,  MidCap Growth Portfolio  (effective June 17,
    1993), Balanced Portfolio (effective June 28, 1993) and the Leveraged Allcap
    Portfolio  (effective  August 30,  1995).  The  Dreyfus  Stock Index Fund is
    managed by Wells Fargo  Nikko  Investment  Advisors  and has the Stock Index
    Fund Portfolio. The MFS Variable Insurance Trust is managed by Massachusetts
    Financial  Services  Company.  The MFS  Variable  Insurance  Trust has three
    portfolios: the Emerging Growth Portfolio (effective August 25, 1995), World
    Governments   Portfolio  (effective  August  24,  1995)  and  the  Utilities
    Portfolio (effective September 18, 1995)

    Separate Account VA-2 allows investment in the Variable  Insurance  Products
    Fund,  Variable  Insurance  Products Fund II, Alger American  Fund,  Dreyfus
    Stock  Index  Fund  and the MFS  Variable  Insurance  Trust  with  the  same
    portfolios as described above.
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
                                 (in thousands)




G.  BENEFIT PLANS:
    --------------

    The Company is included in the noncontributory  defined-benefit pension plan
    that covers substantially all full-time employees of Ameritas Life Insurance
    Corp. and its  subsidiaries.  Pension costs include  current  service costs,
    which are accrued and funded on a current  basis,  and past  service  costs,
    which are amortized over the average remaining service life of all employees
    on the  adoption  date.  The  assets  and  liabilities  of this plan are not
    segregated.  The  Company  had no full time  employees  during  1995.  Total
    Company  contributions  for the years ended  December 31, 1994 and 1993 were
    $47 and $51, respectively.

    The Company's  employees also participate in a defined  contribution  thrift
    plan that covers  substantially  all  full-time  employees of Ameritas  Life
    Insurance Corp. and its subsidiaries.  Company matching  contributions under
    the plan range from 1% to 3% of the participant's compensation.  The Company
    had no full time employees during 1995. Total Company  contributions for the
    years ended December 31, 1994 and 1993 were $20 and $22, respectively.

    The Company is also included in the  postretirement  benefit plan  providing
    group medical coverage to retired employees of Ameritas Life Insurance Corp.
    and its subsidiaries.  These benefits are a specified  percentage of premium
    until age 65 and a flat dollar amount thereafter.  Employees become eligible
    for these  benefits  upon the  attainment of age 55, 15 years of service and
    participation  in the plan for the  immediately  preceding 5 years.  Benefit
    costs  include  the  expected  cost of  postretirement  benefits  for  newly
    eligible  employees,  interest  cost,  and gains  and  losses  arising  from
    differences between actuarial assumptions and actual experience.  The assets
    and  liabilities  of this plan are not  segregated.  The Company had no full
    time employees during 1995. Total Company  contributions for the years ended
    December 31, 1994 and 1993 were $7 and $2, respectively.

    Expenses  for the defined  benefit  pension  plan and  postretirement  group
    medical plan are allocated to the Company based on a percentage of payroll.


H.  REGULATORY MATTERS:
    -------------------

    Under  statutes of the Insurance  Department  of the State of Nebraska,  the
    Company is limited in the amount of dividends it can pay to its stockholder.
    No  dividends  are to be paid  in 1996  without  approval  of the  Insurance
    Department.

I. SUBSEQUENT EVENTS - UNAUDITED:
   ------------------------------

   On April 1, 1996 Ameritas Life consummated an agreement with American  Mutual
   Life  Insurance  Company whereby AVLIC became a wholly-owned  subsidiary of a
   newly formed  holding  company, AMAL Corporation. The agreement was announced
   March 11, 1996.  The holding   company   will  contribute  approximately  $18
   million  of  additional  paid-in  capital   to  AVLIC.  Under   terms  of the
   agreement the AMAL Corporation will initially be 66% owned  by  Ameritas Life
   and 34% owned by American  Mutual.  American Mutual  has  options to purchase
   an additional  15% interest over the next  five  years if certain  production
   requirements are met.  Ameritas Life,  American  Mutual and  AMAL Corporation
   guarantee  the   obligations  of AVLIC.  This  guarantee  will continue until
   AVLIC is  recognized  by  a  National  Rating  Agency  as having a  financial
   rating equal to or greater than  Ameritas  Life, or  until  AVLIC is acquired
   by  another  insurance  company  who has a  financial  rating  by  a National
   Rating  Agency  equal to or greater  than  Ameritas  Life  and  who agrees to
   assume   the   guarantee;  provided  that if AML sells its  interest  in AMAL
   Corporation  to  another  insurance  company who has a financial  rating by a
   National  Rating  Agency  equal  to  or  greater  than  that of AML,  and the
   purchaser  assumes the guarantee,  AML  will  be relieved of its  obligations
   under the Guarantee.

   Effective  January 1, 1996,  with  the  approval  of  the  State  of Nebraska
   Insurance Department,  AVLIC changed reserving methods used for most existing
   products resulting in an increase in statutory surplus of approximately $23.4
   million.

   On  February 28, 1996  the  Board  of  Directors declared a return of paid-in
   capital of $15 million paid by a note due on or before August 15, 1996.  This
   action was approved by the State of Nebraska Insurance Department  (Insurance
   Department). Any additional distributions of capital or surplus would require
   approval of the Insurance Department.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission