AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2
497, 1996-03-21
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PROSPECTUS                                                          COMPANY LOGO
                                        AMERITAS VARIABLE LIFE INSURANCE COMPANY


FLEXIBLE PREMIUM                              One Ameritas Way / 5900 "O" Street
VARIABLE ANNUITY POLICY                       P.O. Box  82550/Lincoln, NE  68501
- --------------------------------------------------------------------------------
This  Prospectus  describes  a Variable  Annuity  Policy  ("Policy")  offered by
Ameritas  Variable Life Insurance  Company  ("AVLIC").  The Policy is a deferred
annuity,  designed to aid  individuals  in  long-term  financial  planning,  and
provides for the  accumulation of capital on a tax deferred basis for retirement
or other  long-term  purposes.  The Policy is offered to individuals on either a
tax qualified or non-tax  qualified  basis.  The minimum first year premium on a
non-tax  qualified  policy is $2000 or more and the minimum  subsequent  premium
payment  is  $500  or  more.   Smaller  premium  payments  may  be  accepted  on
Bank-O-Matic  or at AVLIC's  discretion.  The  minimum  initial  and  subsequent
premium for a tax qualified  policy  purchased in a periodic payment plan is $50
per month.

Prior to the annuity date of the policy the accumulation  value varies according
to the  value of the  subaccounts  and the Fixed  Account.  The  annuitant  will
receive  annuity  payments on a fixed basis based on the assets  supporting  the
Policy  and  the  option  chosen.  The  owner  has  significant  flexibility  in
determining  the annuity date on which payments are scheduled to commence.  Full
withdrawals may be made at any time, elective and systematic partial withdrawals
may be made, subject to certain  restrictions,  before the annuity date.   Under
certain  circumstances  withdrawals  are subject to a contingent  deferred sales
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.  Policy
loans are available from policies purchased in 403(b) plans. The Policy provides
the flexibility necessary to permit an owner to devise an annuity that best fits
his or her needs.

Premium  payments  may 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 is allocated on the effective
date of the  Policy to one or more  Subaccounts  of the  Account or to the Fixed
Account. The initial premium, less any applicable premium taxes, will be used to
purchase  accumulation  units of the  Subaccounts  of the  Account  or the Fixed
Account at the price next computed on the effective date.

If state or other applicable law or regulation  requires return of at least your
premium payments should you return the Annuity pursuant to the Refund Privilege,
your  premium  will be  allocated  to the  Money  Market  Subaccount.  After the
expiration  of the 13-day  period (see page 15) the  accumulation  value will be
allocated to the  Subaccounts  or to the Fixed Account as selected by the Owner.
The  Variable  Insurance  Products  Fund is a mutual  fund  advised by  Fidelity
Management & Research  Company ("FMR") with five  portfolios:  the Money Market,
the High Income, the Equity-Income,  the Growth and the Overseas Portfolios. The
Variable Insurance  Products Fund II is a mutual fund with five portfolios:  the
Asset Manager, the Investment Grade Bond, the Index 500, the Contrafund, and the
Asset Manager: Growth Portfolios.  It is also advised by FMR. The Alger American
Fund is a mutual fund with six  portfolios:  Alger  American  Income and Growth,
Alger  American  Small  Capitalization,  Alger  American  MidCap  Growth,  Alger
American Growth,  Alger American  Leveraged AllCap,  and Alger American Balanced
Portfolios.  The Alger American Fund is advised by Fred Alger  Management,  Inc.
("Alger Management").  MFS Variable Insurance Trust is a Massachusetts  business
trust.  The Trust has  twelve  separate  portfolios  or  series,  of which,  MFS
Emerging Growth Series,  MFS Utilities Series,  and MFS World Governments Series
are offered. MFS Variable Insurance Trust is advised by Massachusetts  Financial
Services Company ("MFS Co.").  The accompanying  prospectuses of the three 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 Current  Prospectuses  For
Variable  Insurance  Products Fund,  Variable  Insurance Products Fund II, Alger
American Fund, and MFS Variable Insurance Trust.

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 March 15, 1996.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S>                                                                       <C>
Definitions...............................................................  3
Fee Table.................................................................  4
Questions and Answers About The Policy....................................  7
Financial Statements......................................................  9
Ameritas Variable Life Insurance Company and the Account..................  9
    Ameritas Variable Life Insurance Company..............................  9
    Ameritas Variable Life Insurance Company Separate Account VA-2........ 10
    The Funds............................................................. 10
    Investment Policies and Objectives of the Funds' Portfolios........... 11
    Addition, Deletion or Substitution of Investments..................... 14
Fixed Account............................................................. 14
The Policy................................................................ 14
    Policy Application and Premium Payment................................ 15
    Allocation of Premium................................................. 15
    Accumulation Value.................................................... 15
    Value of Accumulation Units........................................... 16
    Transfers............................................................. 16
    Systematic Programs................................................... 16
    Owner Inquiries....................................................... 16
    Refund Privilege...................................................... 16
    Policy Loans.......................................................... 17
Charges and Deductions.................................................... 17
    Administrative Charges................................................ 17
    Mortality and Expense Risk Charge..................................... 18
    Contingent Deferred Sales Charge...................................... 18
    Taxes................................................................. 19
    Fund Investment Advisory Fees and Expenses............................ 19
Distributions Under the Policy............................................ 19
    Full and Partial Withdrawals.......................................... 19
    Critical Needs Withdrawals............................................ 19
    Annuity Date.......................................................... 20
    Death of Annuitant Prior to Annuity Date.............................. 20
    Guaranteed Minimum Death Benefit (GMDB) Rider......................... 20
    Election of Annuity Income Options.................................... 21
    Annuity Income Options................................................ 21
    Deferment of Payment.................................................. 21
General Provisions........................................................ 22
    Control of Policy..................................................... 22
    Annuitant's Beneficiary............................................... 22
    Change of Beneficiary................................................. 22
    Contestability........................................................ 22
    Misstatement of Age or Sex............................................ 22
    Reports and Records................................................... 22
Federal Tax Matters....................................................... 23
    Introduction.......................................................... 23
    Taxation of Annuities in General...................................... 23
Distribution of the Policies.............................................. 24
Safekeeping of the Account's Assets....................................... 24
Voting Rights............................................................. 24
Legal Proceedings......................................................... 25
Statement of Additional Information....................................... 25

The Policy,  certain provisions, 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.
</TABLE>
<PAGE>
DEFINITIONS

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

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

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

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

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

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.

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 the annual policy fee.

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

DECLARED  RATES - AVLIC  guarantees  that it will  credit  interest in the Fixed
Account at an  effective  annual rate of at least  3.5%.  AVLIC may, at its sole
discretion declare higher interest rates for amounts allocated or transferred to
the Fixed Account.

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 - Variable Insurance  Products Fund ("Fidelity Fund"),  Variable Insurance
Products Fund II ("Fidelity Fund II") (collectively the "Fidelity  Funds"),  the
Alger American Fund ("Alger  American Fund"),  and 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 - Applicable in the context of annuity income options only, the
person other than the  annuitant who may be designated by the owner and on whose
life annuity payments may also be based.

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

NET PREMIUM - The premium  payment less a percent of premium charge equal to the
premium tax, if imposed by the state in which the policy is delivered.

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.

OWNER'S  DESIGNATED  BENEFICIARY - The person who may be designated by the owner
and to whom Policy ownership passes upon the owner's death.

POLICY - The  variable  annuity  policy  offered by AVLIC and  described in this
Prospectus.
<PAGE>
POLICY  DATE - The  date  set  forth  in the  Policy  that is the  date  used to
determine policy  anniversary dates and policy years.  Policy  anniversaries are
measured from the policy date.

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

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"),  Alger American MidCap Growth
("MidCap"),  Alger American  Growth ("Alger  American  Growth"),  Alger American
Leveraged AllCap ("Leveraged AllCap"),  and Alger American Balanced ("Balanced")
Portfolios.   MFS  Variable  Insurance  Trust,  ("MFS  Fund"  or  "MFS"),  is  a
Massachusetts  business  trust.  The Trust has  twelve  separate  portfolios  or
series,  of which,  MFS Emerging  Growth  Series ("MFS  Emerging  Growth"),  MFS
Utilities Series ("MFS Utilities"), and MFS World Governments Series ("MFS World
Governments") are offered.

PREMIUM PAYMENT - The minimum first year premium on a non-tax  qualified  policy
is $2000 or more and the  minimum  subsequent  premium  payment is $500 or more.
Smaller  premium  payments  may  be  accepted  on  Bank-O-Matic  or  at  AVLIC's
discretion.  The minimum  initial  and  subsequent  premium for a tax  qualified
policy purchased in a periodic payment plan is $50 per month.

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

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

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

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

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

FEE TABLE

CONTRACT OWNER TRANSACTION EXPENSES


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

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


             YEAR          %               YEAR           %
              <S>         <C>               <C>          <C>
               1...........6                 5............4
               2...........6                 6............3
               3...........6                 7............2
               4...........5                 8+...........0

</TABLE>

   Surrender Fees.......................................................   0%
   Exchange Fee ........................................................   0%
   Transfer Fee (after 15 free transfers per policy year)...............   $10
   Annual Policy Fee (up to $40, currently $36, $30 in North Dakota, may 
   be reduced or eliminated)............................................   $36

Separate Account Annual Expenses (as a percentage of average account value)
   Mortality and Expense Risk Fees......................................  1.25%
   Daily Administrative Fee (as a percentage of average account value)     .15%
   (See "Charges and Deductions", page 17).
<PAGE>
<TABLE>
<CAPTION>

FIDELITY FUND ANNUAL EXPENSES

                     Money        High        Equity-
                     Market      Income1      Income       Growth    Overseas
<S>                  <C>         <C>          <C>          <C>        <C>
Management......      .24%        .60%         .51%         .61%       .76%
Other...........      .09%        .11%         .10%         .09%       .15%
                     ------      ------       ------       ------     ------
Total...........      .33%        .71%         .61%         .70%       .91%
</TABLE>
<TABLE>
<CAPTION>

FIDELITY FUND II ANNUAL EXPENSES

                      Asset    Investment   Index                Asset Manager:
                    Manager1   Grade Bond   5002   Contrafund1     Growth1,2
<S>                  <C>         <C>       <C>        <C>           <C>
Management......      .71%        .45%      .00%       .61%          .71%
Other...........      .08%        .14%      .28%       .11%          .29%
                     ------      ------    ------     ------        ------
Total...........      .79%        .59%      .28%       .72%         1.00%
</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.
<TABLE>
<CAPTION>
ALGER AMERICAN FUND ANNUAL EXPENSES

                                                  Alger
                   Income and    Small    Mid    American             Leveraged
                     Growth       Cap     Cap     Growth    Balanced   AllCap*
<S>                  <C>        <C>      <C>      <C>        <C>       <C>
Management......      .625%      .85%     .80%     .75%       .75%      .85%
Other...........      .125%      .07%     .10%     .10%       .25%      .71%
                     -------    ------   ------   ------     ------    ------
Total...........      0.75%      .92%     .90%     .85%      1.00%     1.56%

</TABLE>
(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.
<TABLE>
<CAPTION>
MFS FUND ANNUAL EXPENSES

                  MFS Emerging       MFS Utilities        MFS World            
                 Growth Series4         Series4       Governments Series5      
<S>                 <C>                <C>                 <C>                  
Management......      .75%               .75%                .75%               
Other...........      .25%               .25%                .25%               
                     ------             ------              ------              
Total...........     1.00%              1.00%               1.00%               

</TABLE>
<PAGE>
(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,  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.

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

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

                         1 Year      3 Years        5 Years       10 Years
<S>                       <C>         <C>            <C>            <C>
Money Market..........     $79         $118           $139           $213
High Income...........     $82         $129           $158           $253
Equity-Income.........     $81         $126           $153           $242
Growth................     $82         $129           $158           $252
Overseas..............     $84         $135           $168           $273
Asset Manager.........     $83         $131           $162           $261
Investment Grade Bond.     $81         $125           $152           $240
Index 500.............     $78         $116           $136           $208
Contrafund............     $83         $129           $159           $254
Asset Manager: Growth.     $85         $138           $173           $282
Income and Growth.....     $83         $130           $160           $257
Balanced..............     $85         $138           $173           $282
Small Cap ............     $85         $135           $169           $274
Midcap................     $84         $135           $168           $272
Alger American Growth.     $84         $133           $165           $267
Leveraged AllCap......     $91         $155           $200           $336
MFS Emerging Growth...     $85         $138           $173           $282
MFS Utilities.........     $85         $138           $173           $282
MFS World Governments.     $85         $138           $173           $282
</TABLE>

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

                          1 Year     3 Years        5 Years        10 Years
<S>                       <C>         <C>            <C>            <C>
Money Market..........     $79         $ 58           $ 99           $213
High Income...........     $82         $ 69           $118           $253
Equity-Income.........     $81         $ 66           $113           $242
Growth................     $82         $ 69           $118           $252
Overseas..............     $84         $ 75           $128           $273
Asset Manager.........     $83         $ 71           $122           $261
Investment Grade Bond.     $81         $ 65           $112           $240
Index 500.............     $78         $ 56           $ 96           $208
Contrafund............     $83         $ 69           $119           $254
Asset Manager: Growth.     $85         $ 78           $133           $282
Income and Growth.....     $83         $ 70           $120           $257
Balanced..............     $85         $ 78           $133           $282
Small Cap ............     $85         $ 75           $129           $274
Midcap................     $84         $ 75           $128           $272
Alger American Growth.     $84         $ 73           $125           $267
Leveraged AllCap......     $91         $ 95           $160           $336
MFS Emerging Growth...     $85         $ 78           $133           $282
MFS Utilities.........     $85         $ 78           $133           $282
MFS World Governments.     $85         $ 78           $133           $282
</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           $ 99           $213
High Income...........   $22         $ 69           $118           $253
Equity-Income.........   $21         $ 66           $113           $242
Growth................   $22         $ 69           $118           $252
Overseas..............   $24         $ 75           $128           $273
Asset Manager.........   $23         $ 71           $122           $261
Investment Grade Bond.   $21         $ 65           $112           $240
Index 500.............   $18         $ 56           $ 96           $208
Contrafund............   $23         $ 69           $119           $254
Asset Manager: Growth.   $25         $ 78           $133           $282
Income and Growth.....   $23         $ 70           $120           $257
Balanced..............   $25         $ 78           $133           $282
Small Cap ............   $25         $ 75           $129           $274
Midcap................   $24         $ 75           $128           $272
Alger American Growth.   $24         $ 73           $125           $267
Leveraged AllCap......   $31         $ 95           $160           $336
MFS Emerging Growth...   $25         $ 78           $133           $282
MFS Utilities.........   $25         $ 78           $133           $282
MFS World Governments.   $25         $ 78           $133           $282
</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.  Annuity payments are payable to
       the  annuitant  on the annuity  date.  Once  payments  commence  under an
       annuity  income  option,  the  annuity  payments  do  not  depend  on the
       investment  experience of the Policy's  underlying assets.  Instead,  the
       amount of the  payments is set as of the annuity date and does not change
       over the annuity  payment  period,  unless an interest  payment option is
       selected.  The  Policy  may be  purchased  on a non-tax  qualified  basis
       ("nonqualified  policy.")  The Policy may also be purchased in connection
       with certain plans qualifying for favorable  federal income tax treatment
       ("qualified  policy").  The owner can allocate premium payments to one or
       more Subaccounts of the Ameritas Variable Life Insurance Company Separate
       Account  VA-2  (the  "Subaccounts"),  each  of  which  will  invest  in a
       corresponding  portfolio of the Funds,  or to the Fixed Account.  Because
       the  accumulation  value  depends  on 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.
<PAGE>
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  annuitant.  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 policy  anniversary  nearest the annuitant's 95th birthday (90th
       in Oregon).  (See "Annuity Date," page 20 and "Annuity  Income  Options,"
       page 21).

3.     WHAT TYPES OF INVESTMENTS UNDERLIE THE ACCOUNT?
       Currently, the assets supporting the Policies  prior to the annuity  date
       are invested exclusively in shares of the Funds or in the Fixed  Account.
       The Fidelity Fund currently has five  portfolios:  the Money Market, High
       Income,  Equity-Income,  Growth,  and Overseas  Portfolios.  The Fidelity
       Fund II has five  portfolios:  the Asset  Manager, Investment Grade Bond,
       Index 500, Contrafund,  and Asset  Manager: Growth Portfolios.  The Alger
       American Fund has six  portfolios:  the  Income  and  Growth;  Small-Cap;
       MidCap; Alger American Growth; Leveraged AllCap; and Balanced Portfolios.
       The MFS Fund has twelve separate  portfolios  or  series,  of which,  MFS
       Emerging Growth, MFS Utilities,  and  MFS  World Governments are offered.
       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 10).

4.     INVESTMENTS IN THE FIXED ACCOUNT.
       Net premium  payments  allocated  to the Fixed  Account are placed in the
       general   account  of  AVLIC  which   supports   insurance   and  annuity
       obligations.  Owners are paid interest on the amounts placed in the Fixed
       Account at guaranteed  rates (3.5%) or at higher "declared  rates".  (See
       "Fixed Account," page 14).

5.     HOW DO I PURCHASE A POLICY?
       You may purchase a Policy on a tax qualified or non-tax  qualified basis.
       The minimum first year premium on a non-tax  qualified policy is $2000 or
       more and minimum  subsequent  premium  payments of $500 or more.  Smaller
       premium   payments  may  be  accepted  on   Bank-O-Matic  or  at  AVLIC's
       discretion.  The  minimum  initial  and  subsequent  premium  for  a  tax
       qualified  policy  purchased in a periodic payment plan is $50 per month.
       The total of all  premium  payments  made under AVLIC  annuity  contracts
       having the same annuitant may not exceed $1,000,000 without AVLIC's prior
       approval. (See "Policy Application and Premium Payment," page 15).

6.     HOW MAY I ALLOCATE THE PREMIUM PAYMENT?
       On the effective date of the Policy, the Net Premium paid is allocated in
       accordance  with allocation  instructions  designated by the Owner in the
       application.  If state law requires return of premium payment pursuant to
       the Refund  Privilege,  the Net Premium  will be  allocated  to the Money
       Market  Subaccount,  and  thirteen  days after the  effective  date,  the
       accumulation value is allocated among the Subaccounts or Fixed Account in
       accordance  with  the  allocation   instructions.   (See  "Allocation  of
       Premium," page 15).

7.     CAN I TRANSFER AMOUNTS?
       Transfers of the accumulation  value among the Subaccounts of the Account
       and/or the Fixed  Account can be made 15 times each  policy year  without
       charge. A transfer charge may be imposed each additional time amounts are
       transferred  between the Subaccounts and/or the Fixed Account and will be
       deducted  from the amount  transferred.  The maximum  transfer  charge is
       $10.00 per transfer.  Transfers  must be at least $250,  or, if less, the
       entire  value of the  Subaccount  or the  Fixed  Account  from  which the
       transfer is made.  The minimum amount which can remain in a Subaccount or
       the Fixed Account as a result of a transfer is $100.00.  Any amount below
       this minimum must be included in the amount transferred.  Transfers of up
       to the greater of: 25% of the  accumulation  value of the Fixed  Account;
       the  amount of any  transfer  from the  Fixed  Account  during  the prior
       thirteen  months;  or $1,000 may be made out of the Fixed Account  during
       the 30 day period  following the yearly  anniversary  date of the policy.
       (See "Transfers," page 16).

8.     CAN I GET TO MY MONEY IF I NEED IT?
       All or part of the  accumulation  value of the  Policy  may be  withdrawn
       before the earlier of the annuitant's  death or the annuity date.  Policy
       loans  are  available  from  policies  purchased  in  403(b)  plans.  The
       withdrawal right may be restricted by Section 403(b)(11) of the IRS code,
       if the annuity is used in  connection  with a Section  403(b)  retirement
       plan.  Amounts  withdrawn  may also be subject to a  contingent  deferred
       sales  charge  depending  upon the  size of the  withdrawal,  the  Policy
       accumulation   value,  and  the  time  since  the  Policy  premiums  were
       deposited.  A Owner may,  without a  contingent  deferred  sales  charge,
       withdraw  the  greater  of 10% of the policy  accumulation  value or that
       portion of the policy  accumulation value that exceeds the total premiums
       deposited.  Thereafter, unless waived, a contingent deferred sales charge
       is assessed  only on  premiums  paid based upon the number of years since
       the premiums withdrawn were paid, on a first paid, first withdrawn basis.
       The  contingent  deferred  sales charge is a maximum of 6% of the premium
       payment  withdrawn  and  grades to 0% after the  seventh  year  after the
       withdrawn  premiums  were  deposited.  (See  "Contingent  Deferred  Sales
       Charge,"  page 18). WE GUARANTEE  THAT THIS CHARGE WILL NOT BE INCREASED.
       In  addition,  upon a full  withdrawal,  the owner will be  assessed  the
       annual  policy  fee.  (See "Administrative  Charges,"  page 17).  Certain
       withdrawals  may also be  subject  to a  federal  penalty  tax as well as
       federal  income tax.  (See,  "Federal  Tax  Matters,"  page 23).  Full or
       partial  withdrawals  from the Fixed  Account may be deferred for up to 6
       months from the date of written request.
<PAGE>
9.     WHAT ARE THE CHARGES UNDER MY POLICY?

       In  order to permit investment of the net premium payment,  we currently
       do  not deduct sales charges at the time of investment.  However, unless
       waived,  a  contingent  deferred sales charge,  as described  above,  is
       imposed on  certain  full or partial  withdrawals  of the  Policies  and
       annuitization  to cover  certain  expenses  relating  to the sale of the
       Policies, including commissions to registered  representatives and other
       promotional  expenses.  (See  "Contingent  Deferred  Sales Charge," page
       18). We will, when taxes, including premium taxes, are  imposed by state
       law upon the  receipt  of the  premium  payment,  deduct  such  taxes on
       receipt of the payment.  If,  instead,  premium  taxes are  imposed upon
       annuitization or withdrawals, such taxes will be deducted  at that time.
       (See "Taxes," page 19). In addition,  a daily charge at the  annual rate
       of .15% of the average daily net assets is charged as an  administrative
       fee to cover  administration  expenses,  and the Owner may  be charged a
       $10.00 per transfer fee after the 15 free  transfers  each  policy year.
       (See "Administrative  Fee," and "Transfers," pages 17 and 16).   Certain
       other  charges are  deducted  under  the Policy to cover  administrative
       expenses of operating the Policy and  mortality and expense risks. These
       charges  include a daily  charge at  the annual rate of 1.25% of average
       daily  net  assets  of the  Account  plus  an  annual  charge  which  is
       currently  $36.00,  $30.00  in North  Dakota (maximum  of $40. The annual
       charge may be reduced or eliminated.) Mortality and expense risk  charges
       and  the administrative fee are not charged  against  the Fixed  Account.
       (See  "Mortality  and  Expense Risk Charge" and "Annual Policy Fee," page
       17).

10.    WHAT HAPPENS IF THE ANNUITANT DIES BEFORE THE ANNUITY DATE?
       In the event that the annuitant  dies prior to  the annuity  date,  upon
       satisfactory  proof of death,  the death benefit or, if  available,  the
       Guaranteed  Minimum 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
       20).

11.    WHAT HAPPENS IF THE OWNER DIES BEFORE THE ANNUITY DATE?
       In the event that the 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.  If allowed  by state law, the amount of
       the refund will equal the premiums  paid less  withdrawals,  adjusted by
       investment gains and losses. Otherwise  the amount of the refund will be
       equal  to  the  gross  premiums  paid  less  withdrawals.  All Individual
       Retirement  Annuity  refunds  will  be  a return of premium payment  (See
       "Refund Privilege," page 16).

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.

FINANCIAL STATEMENTS

The  financial  statements  for AVLIC and the Account (as well as the  auditors'
report  thereon) are in the  Statement of Additional  Information.  The Separate
Account  additionally  funds  variable  annuity  contracts  not  offered by this
prospectus  which have unit values not  applicable to the  contracts  offered by
this prospectus.

AVLIC AND THE ACCOUNT

AMERITAS VARIABLE LIFE INSURANCE COMPANY

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

AVLIC is a wholly-owned  subsidiary of Ameritas Life Insurance Corp.  ("Ameritas
Life").  Ameritas Life is a mutual life insurance  company domiciled in Nebraska
since 1887.  AVLIC, as a wholly-owned  subsidiary of Ameritas Life, has a rating
of A+  (Superior)  from  A.M.  Best  Company,  a firm  that  analyzes  insurance
carriers.  Ameritas Life enjoys a long  standing A+ (Superior)  rating from A.M.
Best. Ameritas Life also has been rated A ("Excellent")
<PAGE>
by Weiss  Research,  Inc.,  and has an AA  ("Excellent")  rating from Standard &
Poor's for claims  paying  ability.  The Home Offices of both AVLIC and Ameritas
Life are at One Ameritas Way, 5900 "O" Street, P.O. Box 82550, Lincoln, Nebraska
68501.  Ameritas Life and subsidiaries had total assets at December 31, 1994, of
over $2.0 billion.  Ameritas Life  guarantees  the  obligations  of AVLIC.  This
guarantee will continue until AVLIC is recognized by a National Rating Agency as
having a financial rating equal to or greater than Ameritas Life, or until AVLIC
is acquired by another  insurance company who has a financial rating equal to or
greater than Ameritas Life and who agrees to assume the guarantee.

AVLIC voted to approve a Merger  Agreement with Ameritas Life  ("Agreement")  at
its December 5, 1994, board meeting. The merger was scheduled to occur on May 1,
1995, or such later date as the required regulatory approvals could be obtained.
On March 31, 1995, the company determined to postpone the merger to evaluate its
options in light of the present regulatory climate.  On February 27, 1996, AVLIC
determined to postpone the merger indefinitely.

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

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

AVLIC may publish in advertisements  and reports to the Owners,  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, portfolio rebalancing,  earnings sweep, tax deference and
other investment methods and programs.


AMERITAS VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-2

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

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


THE FUNDS

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

The Funds are registered with the SEC under the 1940 Act as open-end diversified
management   investment   companies.   The  registrations  do  not  involve  SEC
supervision of the management or investment  practices or policies of the Funds.
The assets of each portfolio of the Funds are held separately from the assets of
the other  portfolios.  Thus, each portfolio  operates as a separate  investment
portfolio, and the income or losses of one portfolio generally have no effect on
the investment performance of any other portfolio.

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 Fund. 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.   These
Prospectuses  should  be  read  carefully  together  with  this  Prospectus  and
retained.

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

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS' PORTFOLIOS

FIDELITY FUNDS

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

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

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

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

Overseas1              At  least  65%  invested in     Seeks  long-term  growth
                       securities    of    issuers     of  capital    primarily
                       outside  of  North America.     through  investments  in
                       Most   issuers   will    be     foreign securities.
                       located  in developed coun-
                       tries in  the Americas, the
                       Far East and Pacific Basin,
                       Scandinavia  and    Western
                       Europe.  While  the primary
                       purchases  will  be  common
                       stocks,   all   types    of
                       securities may be purchased.

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

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

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 securi-
                       ties,   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 
                       companies  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  securi-
                       ties,  have   total  market
                       capitalization  within  the
                       range of companies included
                       in the S&P MidCap 400 Index,
                       updated quarterly.  The S&P
                       MidCap   400    Index    is 
                       designed   to   track   the
                       performance of medium  cap-
                       italization 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  out-
                       side    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.
<PAGE>
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 on
                       securities indexes and pur-
                       chase  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.

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.
<PAGE>
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.

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 3.5%.  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 for a
12-month  period on the amount  transferred  or allocated  at the rate  declared
effective  the month of transfer or  allocation.  After the end of the  12-month
period,  the monies will earn interest at the rate established by AVLIC for each
month.

THE POLICY

The Policy is a variable  annuity policy.  The rights and benefits of the Policy
are described below and in the policy form; however, AVLIC reserves the right to
make any modification to conform the Policy to, or to give the owner the benefit
of, any federal or state statute or any rule or regulation thereunder.

The  policy  may  be  purchased  on a  non-tax  qualified  basis  ("nonqualified
policy").  The Policy may also be purchased  in  connection  with certain  plans
qualifying for favorable federal income tax treatment ("qualified policy").
<PAGE>
POLICY APPLICATION AND PREMIUM PAYMENT

Individuals wishing to purchase a Policy must complete an application and submit
it to AVLIC's Home Office (One Ameritas  Way,  5900 "O" Street,  P.O. Box 82550,
Lincoln,  Nebraska 68501).  The application to purchase a non-qualified  annuity
must be submitted with an initial premium payment of not less than $2,000 unless
other  provisions  for payment of the $2,000 premium are made. An application to
purchase an annuity in  qualified  plans may be submitted  with initial  monthly
premiums of as little as $50 in periodic  payment  plans  providing  for $600 in
premiums per year.  Acceptance  is subject to AVLIC's  underwriting  rules,  and
AVLIC  reserves  the right to reject an  application  for any reason.  After the
Policy  is  issued,  an  owner  of a  policy  in a  non-qualified  plan may make
additional  premium  payments of $500 or more.  Smaller premium  payments may be
accepted on Bank-O-Matic in tax-qualified plans or at AVLIC's discretion.  Also,
AVLIC has the right not to accept total premiums greater than  $1,000,000,  or a
premium  payment  where the total  premium  payments  made under  AVLIC  annuity
contracts  having the same annuitant exceed  $1,000,000.  If the application and
initial  premium  payment  can be  accepted  in the form  received,  the initial
premium  payment will be applied to the purchase of a Policy within two business
days after receipt by AVLIC at its Home Office.  In those  instances where other
provisions for the payment of the initial  premium are made, the initial premium
will be applied after the  application has been accepted and within two business
days after AVLIC has received the initial  premium in its Home Office in Federal
Funds.  The date that the  initial  premium is applied  to the  purchase  of the
Policy is the effective date of the Policy.

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

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


ALLOCATION OF PREMIUM

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

The initial  premium is allocated on the effective  date of the Policy to one or
more  Subaccounts of the Account or to the Fixed Account.  The initial  premium,
less any applicable  premium taxes, will be used to purchase  accumulation units
of the  Subaccounts  of the  Account  or the Fixed  Account  at the  price  next
computed on the effective date.

If state or other applicable law or regulation  requires return of at least your
premium payments should you return the Annuity pursuant to the Refund Privilege,
your initial premium will be allocated to the Money Market Subaccount.  Thirteen
days after the  effective  date,  the  accumulation  value of the Policy will be
allocated  among the  Subaccounts,  or to the Fixed Account,  as selected by the
owner in the application.

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


ACCUMULATION VALUE

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

On the  effective  date,  the  accumulation  value of the Policy is equal to the
initial premium received,  reduced by any applicable premium taxes.  Thereafter,
the accumulation value of the Policy is determined as of the close of trading on
the New York Stock Exchange on each valuation date by multiplying  the number of
accumulation  units of each  Subaccount  credited  to the Policy by the  current
value of an  accumulation  unit for each  Subaccount and by adding the amount 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 the annual  policy fee, any  withdrawals,  and any
charges upon withdrawal and, upon  annuitization,  any applicable  premium taxes
and charges.

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

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

TRANSFERS

Accumulation  value may be transferred  among the  Subaccounts  and/or the Fixed
Account 15 times each policy year without  charge.  A transfer  charge of $10.00
may be imposed each additional time amounts are transferred  between Subaccounts
and/or the Fixed Account and will be deducted from the amount  transferred.  The
total amount  transferred each time must be at least $250, or the balance of the
Subaccount,  if  less.  Accumulation  values  may also be  transferred  from the
Subaccounts  of the separate  account to the Fixed Account  without  limitation.
Transfers  of up to the greater of: 25% of the  accumulation  value of the Fixed
Account;  the amount of any  transfer  from the Fixed  Account  during the prior
thirteen  months;  or $1,000 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 effect transfers and determine all
values in connection  with transfers on the later of the date  designated in the
request or at the end of the valuation  period during which the transfer request
is received at the Home Office.

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

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

SYSTEMATIC PROGRAMS

AVLIC  may  offer  systematic   programs  as  discussed   below.   Transfers  of
Accumulation  Value  made  pursuant  to these  programs  will not be  counted in
determining  whether  the  transfer  fee  applies.  All  other  normal  transfer
restrictions, as described above, apply.

PORTFOLIO  REBALANCING.  Under the Portfolio  Rebalancing program, the Owner can
instruct  AVLIC to  allocate  Accumulation  Value among the  Subaccounts  of the
Account  and the Fixed  Account,  on a  systematic  basis,  in  accordance  with
allocation instructions specified by the Owner.

DOLLAR COST AVERAGING.  Under the Dollar Cost Averaging  program,  the owner can
instruct AVLIC to automatically  transfer, on a sytematic basis, a predetermined
amount or percentage specified by the Owner from any one Subaccount or the Fixed
Account to any Subaccount(s) of the Separate Account.

EARNINGS SWEEP. Permits systematic redistribution of earnings among Subaccounts.

The Owner can request  participation  in the available  programs when purchasing
the Policy or at a later date. The Owner can change the allocation percentage or
discontinue  any program by sending  written  notice or calling the Home Office.
Other  scheduled  programs may be made  available.  AVLIC  reserves the right to
modify,  suspend or terminate such programs at any time.  There is no charge for
participation in these programs at this time.

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. In states that permit it to do so, AVLIC will
refund the  Accumulation  Value calculated on the date AVLIC receives the Policy
and refund  request.  This amount may be more or less than the premium  payments
made. In other  states,  the refund is equal to the greater of the premiums paid
or the  premiums  adjusted  by  investment  gains  and  losses.  All  Individual
Retirement Annuity refunds will be a return of premium
<PAGE>
payment.  To cancel the Policy,  the owner should mail or deliver it to AVLIC at
the Home  Office.  A refund,  if the premium  was paid by check,  may be delayed
until the check has cleared the owner's bank.

POLICY LOANS

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

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

The current loan interest  rate will be 7.5% and is guaranteed  not to exceed 8%
per annum. When a loan is made,  accumulation  values equal to the amount of the
loan will be  transferred  from the Account  and/or Fixed Account to the General
Account  of AVLIC as  security  for the  indebtedness.  The  Owner is  currently
earning  4.5%  and is  guaranteed  to  earn  3.5%  on the  amount  securing  the
indebtedness.  The  accumulation  values  transferred out of the Account will be
allocated among the subaccounts or Fixed Account as instructed by the Owner when
the loan is  requested.  If no  instructions  are  given,  the  amounts  will be
withdrawn in proportion to the various accumulation values in the subaccounts or
the Fixed  Account.  Upon  repayment of the loan,  the  transfers  back into the
Account or Fixed  Account will be allocated in  accordance  with the  allocation
instructions in effect when the payments are made.

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

CHARGES AND DEDUCTIONS

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

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


ADMINISTRATIVE CHARGES

ANNUAL  POLICY  FEE.  An annual  policy fee of up to $40.00  (currently  $36.00,
$30.00 in North  Dakota) is  deducted  from the  accumulation  value on the last
valuation  date of each  policy  year or  upon a full  withdrawal.  This  charge
reimburses  AVLIC for the  administrative  costs of  maintaining  the  Policy on
AVLIC's system.

From time to time AVLIC may reduce the amount of the annual  policy  fee.  AVLIC
may do so when  annuities are sold to individuals or a group of individuals in a
manner that reduces the administrative costs of policy maintenance.  AVLIC would
consider  such  factors  as:  (a) the size and type of group;  (b) the number of
Annuities purchased by an Owner; (c) the amount of premium payments;  and/or (d)
other transactions where maintenance and/or  administrative  expenses are likely
to be reduced.

Any elimination of the annual policy fee will not discriminate  unfairly between
Annuity  purchasers.  AVLIC  will not  make any  changes  to this  charge  where
prohibited by law.

ADMINISTRATIVE  FEE.  A daily  charge  equal  to an  annual  rate of .15% of the
accumulation value is calculated. This charge is subtracted when determining the
daily  accumulation  unit value. No  administrative  fee is imposed on the Fixed
Account.  This charge,  which is guaranteed not to be increased,  is designed to
reimburse AVLIC for administrative  expenses incurred in connection with issuing
the Policies and ongoing  administrative  expenses  incurred in connection  with
servicing and  maintaining  the  Policies.  These  expenses  include the cost of
processing the application and premium  payments,  establishing  policy records,
processing and servicing owner  transactions and policy changes,  recordkeeping,
preparing and mailing reports, processing death benefit claims and overhead.

AVLIC does not expect to make a profit on the charges for the annual  policy and
daily administrative fees.
<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 monthly  annuity  payments the  annuitant  will receive  under the
Policy.  It therefore  relieves the annuitant from the risk that he will outlive
the funds accumulated for retirement.  In addition, AVLIC bears a mortality risk
under the  Policies,  regardless  of the  annuity  option  selected,  in that it
guarantees the purchase rates for the annuity income options available under the
Policy and it  guarantees  the death  benefit of the Policy prior to the annuity
date to be the greater of the  accumulation  value or the premium payments made,
or, where  available,  the  Guaranteed  Minimum Death  Benefit.  These risks are
AVLIC's.  The expense risk undertaken by AVLIC, with respect to the Account,  is
that  the  deductions  for  administrative  costs  under  the  Policies  may  be
insufficient  to cover the actual  future costs  incurred by AVLIC for providing
policy administration services.

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


CONTINGENT DEFERRED SALES CHARGE

Since no deduction for a sales charge is made from the premium  payment,  unless
waived,  a contingent  deferred  sales charge is imposed on certain  partial and
full  withdrawals  and upon certain  annuitizations  to cover  certain  expenses
relating to the distribution of the Policy,  including commissions to registered
representatives  and other promotional  expenses.  No charge is assessed for the
withdrawal  of the  greater  of 10% of the  policy  accumulation  value  or that
portion of the accumulation value that exceeds the total premiums deposited. The
contingent  deferred  sales charge is assessed  only on premiums paid based upon
the number of years since premiums  withdrawn were paid, on a first paid,  first
withdrawn basis. The contingent  deferred sales charge is a maximum of 6% of the
premium  payment  withdrawn  and grades to 0% after the  seventh  year after the
withdrawn premiums were deposited.

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 19).

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


                Year        %            Year        %
                 <S>       <C>            <C>       <C> 
                  1.........6              5.........4
                  2.........6              6.........3
                  3.........6              7.........2
                  4.........5              8+........0

</TABLE>

In the case of a partial  withdrawal or annuitization,  the contingent  deferred
sales charge will be deducted from the amounts  remaining under the Policy.  The
charge will be allocated pro rata among the  Subaccounts  (or the Fixed Account)
based on the accumulation value in each prior to the withdrawal or annuitization
unless an owner requests a partial  withdrawal or annuitization  from particular
Subaccounts  or the Fixed  Account in which case the  charge  will be  allocated
among  those  Subaccounts  or the  Fixed  Account  in  the  same  manner  as the
withdrawal.  A contingent  deferred sales charge will not be assessed on premium
payments  withdrawn at least two years after  deposit,  if withdrawn and applied
under annuity  income option c or d. (See "Annuity  Income  Options,"  page 21).
Full or partial  withdrawals  from the Fixed Account may be deferred for up to 6
months from the date of written request.
<PAGE>
TAXES

AVLIC will,  where such taxes are imposed by state law of the Owner's  residence
as made known to AVLIC upon the  receipt of a premium  payment,  deduct  premium
taxes. If instead,  premium taxes are imposed upon  annuitization or withdrawals
by said  state,  AVLIC  will  deduct  applicable  premium  taxes  at that  time.
Applicable  premium tax rates  depend upon such  factors as the owner's  current
state of  residency,  and the  insurance  laws and the status of AVLIC in states
where premium taxes are incurred. Currently, premium taxes range from 0% to 3.5%
of the  premium  paid.  Applicable  premium  tax rates are  subject to change by
legislation,  administrative interpretations or judicial acts. The owner will be
notified of any applicable  premium taxes.  Owners are responsible for informing
AVLIC in writing of changes of residence.

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 Funds.  A complete  description of the
expenses  and  deductions  from the  Funds'  portfolios  is found in the  Funds'
prospectuses and Statements of Additional Information.

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

DISTRIBUTIONS UNDER THE POLICY

FULL AND PARTIAL WITHDRAWALS

The  owner  may make  elective  and  systematic  partial  withdrawals  or a full
withdrawal of the Policy to receive part or all of the accumulation  value (less
any  applicable  charges),  at any time  before the  annuity  date and while the
annuitant is living, by sending a written request to AVLIC. The 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  contingent  deferred sales charge,  any applicable  premium
taxes,  and in the case of a full  withdrawal,  less 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 21).

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 medical  confinement  will continue for 90 days after
release. This waiver of withdrawal charges is not available in all states.

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

All withdrawals of amounts held in the Account will be paid within seven days of
receipt of written  request,  subject to postponement in certain  circumstances.
(See "Deferment of Payment," page 21).  Payments under the Policy of any amounts
derived from a premium paid by check may be delayed until such time as the check
has cleared the
<PAGE>
payor's  bank.  If, at the time the owner  makes a  partial  or full  withdrawal
request,  he or she has not provided  AVLIC with a written  election not to have
federal  income taxes  withheld,  AVLIC must by law withhold such taxes from the
taxable  portion of any full or partial  withdrawal and remit that amount to the
federal government. At the owner's request, AVLIC will provide a form to request
a withdrawal and to notify AVLIC of the owner's election whether to have federal
income taxes withheld.  Moreover,  the Internal Revenue Code provides that a 10%
penalty  tax may be imposed on certain  early  withdrawals.  (See  "Federal  Tax
Matters - Taxation of Annuities in General," page 23).

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

ANNUITY DATE

The owner may specify an annuity date by written request,  which can be no later
than the policy anniversary nearest annuitant's 85th birthday.  The annuity date
may be  extended  up to the policy  anniversary  nearest  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 is nearest the annuitant's 85th birthday.  The annuity
date is the date that  annuity  payments  are  scheduled  to commence  under the
Policy,  unless the Policy  has been  surrendered  or an amount has been paid as
proceeds to the  annuitant's  beneficiary  prior to that date.  In  selecting an
annuity date, the owner may wish to consider the  applicability  of a contingent
deferred sales charge, which is imposed upon an annuitization prior to the third
policy year following the premium payment where a life annuity is selected,  and
prior to the eighth 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 a written  request is
received,  or,  without  AVLIC's prior  approval,  deferred to a date beyond the
policy  anniversary date nearest the annuitant's 95th birthday.  An annuity date
may only be changed by written request during the annuitant's lifetime.  Request
must be  received  at  AVLIC's  Home  Office  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 annuitant's  beneficiary.  Upon receipt of satisfactory proof of
death of the  annuitant,  the death benefit or, if  applicable,  the  Guaranteed
Minimum Death Benefit (GMDB),  becomes payable. The death benefit will equal the
greater of the accumulation  value or total premiums paid less  withdrawals,  on
the date  satisfactory  proof of death is received by AVLIC at its Home  Office.
The death benefit or, where applicable,  the GMDB, 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  annuitant's  beneficiary,  or if no such election
was made by the owner and a cash  benefit  has not been  paid,  the  annuitant's
beneficiary  may  make  this  election  after  the  annuitant's   death.   Since
"satisfactory proof of death" includes a "Claimant's Statement," which specifies
how the annuitant's  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  annuitant's
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  annuitant's
beneficiary within seven days of when it becomes payable.


GUARANTEED  MINIMUM DEATH BENEFIT (GMDB) RIDER - This rider provides for payment
of the GMDB in lieu of the death  benefit  payable  prior to annuity date if the
GMDB is greater than such death benefit  payable prior to annuity date. The GMDB
depends on the annuitant's issue age, and when the company receives satisfactory
proof of death.  The GMDB is  calculated  based upon the 7 year  period in which
satisfactory proof of death is received. Each 7 year period begins with a 7 year
policy anniversary, i.e. the 7th, 14th, 21st, etc. policy anniversary.  The GMDB
applies only for annuitants who are issue age 0-70.

If  satisfactory  proof of the  annuitant's  death is received  prior to the 7th
policy anniversary, or after the policy anniversary nearest the annuitant's 85th
birthday, the GMDB is zero, and the death benefit payable will equal the greater
of the accumulation value, or total premiums paid less partial  withdrawals,  on
the date satisfactory proof of death is received.

If satisfactory  proof of the annuitant's  death is received on or after the 7th
policy  anniversary  and before the policy  anniversary  nearest the annuitant's
75th  birthday,  the GMDB is calculated  based upon the greater of (i) and (ii),
where  (i)  is the  accumulation  value  as of the  most  recent  7 year  policy
anniversary  and (ii) is the GMDB  immediately  preceding the most recent 7 year
policy anniversary. The GMDB is increased by premiums paid since the most recent
7 year policy anniversary,  decreased by any partial withdrawals and any partial
withdrawal  charges  since  the  most  recent  7 year  policy  anniversary,  and
decreased by an additional adjustment for each partial withdrawal made since the
most recent 7 year policy  anniversary.  However,  if satisfactory  proof of the
annuitant's  death is  received on or after the policy  anniversary  nearest the
annuitant's  75th  birthday  and  before  the  policy  anniversary  nearest  the
annuitant's 85th birthday, the most recent 7 year policy anniversary on or prior
to the policy anniversary  nearest the annuitant's 75th birthday will be used in
determining the GMDB.

For annuitants Issue Age 68 to 70, the  accumulation  value as of the 7th policy
anniversary will be used in calculating the GMDB prior to the policy anniversary
nearest the annuitant's 85th birthday. For annuitants Issue
<PAGE>
Age 69 and 70, the  references  to "75th  birthday" in the  preceding  paragraph
should be replaced by "76th birthday" (when issue age is 69) and "77th birthday"
(when issue age is 70).

There  is no  additional  charge  for this  rider,  and  this  rider  may not be
available in all states.


ELECTION OF ANNUITY INCOME OPTIONS

The  amounts  of any  annuity  payments  payable  will be  based on the net cash
surrender  value as of the annuity date, and the 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  annuitant's
beneficiary)  may select any other  annuity  income  option  AVLIC then  offers.
Annuity income  options are not available to: (1) an assignee;  or (2) any other
than a natural person except with AVLIC's consent. If an annuity option selected
does not generate  monthly payments of at least $20, AVLIC reserves the right to
pay the net cash surrender value as a lump sum payment.

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

ANNUITY INCOME OPTIONS

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

(aii)  DESIGNATED AMOUNT ANNUITY.  Monthly annuity payments will be for a fixed
       amount. Payments continue until the amount AVLIC  holds runs out.

(b)    DESIGNATED PERIOD ANNUITY. Monthly annuity payments are paid for a period
       certain, as the owner elects, up to 20 years.

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

(d)    JOINT AND LAST SURVIVOR ANNUITY.  Monthly annuity payments are paid based
       on the lives of the two  annuitants  and  thereafter  for the life of the
       survivor,  ceasing  with  the  last  annuity  payment  due  prior  to the
       survivor's death.

The rate of interest payable under options ai, aii or b will be guaranteed at 3%
compounded  yearly.  Payments  under  options  c and d will be based on the 1983
Table "a" Annuity Table at 3.5% 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 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
<PAGE>
c)     an  emergency  exists  as  determined  by  the  SEC, as a result of which
       disposal  of  securities  is  not  reasonably  practicable,  or it is not
       reasonably  practicable to  determine  the value of the net assets of the
       Account; or

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


GENERAL PROVISIONS

CONTROL OF POLICY

The owner is as shown in the  application  or  subsequent  written  endorsement.
Subject to the rights of any irrevocable beneficiary and any assignee of record,
all rights, options, and privileges belong to the owner, if living; otherwise to
the owner's designated  beneficiary,  if living;  otherwise to the estate of the
owner.

ANNUITANT'S BENEFICIARY

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


CONTESTABILITY

Except for the  "Misstatement  of Age or Sex"  provision,  below,  AVLIC  cannot
contest the validity of this Policy after the policy date.


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  and/or joint annuitant (if any) 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.
<PAGE>
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 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 Code
requires that no  distribution  be made from a plan under Section  403(b) except
after age 59-1/2,  separation from service, death or disability,  or in the case
of hardship,  except in a tax free exchange to another qualified  contract.  The
following  discussion assumes the qualified policies are purchased in connection
with retirement  plans that qualify for the special federal income tax treatment
described above.


TAXATION OF ANNUITIES IN GENERAL

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

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

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

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

Although the tax  consequences  may vary  depending on the annuity income option
elected under the Policy,  in general,  only the portion of the annuity  payment
that  represents  the  amount  by  which  the  accumulation  value  exceeds  the
"investment  in the  policy"  will be taxed.  For  fixed  annuity  payments,  in
general, there is no tax on the amount of each payment which represents the same
ratio that the  "investment  in the policy" bears to the total expected value of
the annuity payment for the term of the payment;  however, the remainder of each
annuity  payment  is  taxable.  Any  distribution  received  subsequent  to  the
investment in the policy being recovered will be fully taxable.
<PAGE>
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  (including lump sum distributions).  Adverse tax consequences may
result from distributions  prior to age 59-1/2 (subject to certain  exceptions),
distributions  that  do  not  conform  to  specified  commencement  and  minimum
distribution  rules,  aggregate  distributions  in excess of a specified  annual
amount, and in other certain circumstances.

Distributions  from  qualified  plans are  subject to specific  tax  withholding
rules.  Eligible rollover  distributions from a qualified plan or annuities used
in 403(b)  plans are subject to income tax  withholding  at a rate of 20% unless
the Owner elects to have the distribution  paid directly by AVLIC to an eligible
retirement  plan in a direct  rollover.  If the  distribution is not an eligible
rollover distribution,  it is generally subject to the same withholding rules as
distributions from non-qualified policies.


DISTRIBUTION OF THE POLICIES

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

Registered  Representatives  who sell the Policy will receive  commissions based
upon a  commission  schedule.  After  issuance of the Policy,  commissions  will
equal, at most, 6.5% of premiums paid. Further,  Registered  Representatives who
meet certain  production  standards  may receive  additional  compensation,  and
managers receive override commissions with respect to the policies.

SAFEKEEPING OF THE ACCOUNT'S ASSETS

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

VOTING RIGHTS

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

The  number  of  votes  which  are  available  to an  owner  will be  calculated
separately for each Subaccount of the Account. That number will be determined by
applying his or her percentage interest,  if any, in a particular  Subaccount to
the total number of votes attributable to the Subaccount.

Prior to the annuity date, the owner holds a voting  interest in each Subaccount
to which the accumulation value is allocated.
<PAGE>
The  number of votes  which are  available  to an owner  will be  determined  by
dividing the  accumulation  value  attributable to a Subaccount by the net asset
value per share of the applicable portfolio. In determining the number of votes,
fractional shares will be recognized.

The number of votes of the portfolio  which are available  will be determined as
of the  date  coincident  with  the  date  established  by  that  portfolio  for
determining  shareholders  eligible to vote at the meeting of the Funds.  Voting
instructions will be solicited by written communication prior to such meeting in
accordance with procedures established by the Funds.

Shares of Funds as to which no timely instructions are received,  or shares held
by  AVLIC  as to  which  owners  have no  beneficial  interest  will be voted in
proportion  to the voting  instructions  which are received  with respect to all
Policies participating in that Subaccount.

Each  person  having  a voting  interest  in a  Subaccount  will  receive  proxy
material, reports and other materials relating to the appropriate portfolio.

LEGAL PROCEEDINGS

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

STATEMENT OF ADDITIONAL INFORMATION

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

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

LONG TERM MARKET TRENDS

The information  below covering the period of 1926-1995 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 Owners 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.


(GRAPHIC OMITTED) (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>
<TABLE>
<CAPTION>
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 Owners 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.



PERCENT CHANGE OF TOTAL RETURN
STANDARD & POOR'S 500 INDEX

                          %
          YEAR          CHANGE
- -------------------------------------
<S>      <C>            <C>
 1        1971           14.56              (GRAPHIC OMITTED) (OMITTED GRAPH
 2        1972           18.90              DEPICTS THE ACTIVITY OF THE S&P 500  
 3        1973          -14.77              INDEX FOR THE YEARS 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>
APPENDIX C








                              QUALIFIED DISCLOSURES





                          * Information Statement For:

                                408(b) IRA Plans
                                408(k) SEP Plans




                          * Information Statement For:

                                403(b) TSA Plans



                          * Information Statement For:

                       401(a) Pension/Profit Sharing Plans








[GRAPHIC OMITTED]
<PAGE>
If this  annuity  is  being  purchased  as a  qualified  plan as  defined  under
specified  sections  of the  Internal  Revenue  Code,  as  purchaser  (owner) or
fiduciary  of an  Employee  Benefit  Plan  purchasing  the  annuity,  you should
carefully review the Information Statement for your specific plan.

Depending on the type of plan, we are required to provide this disclosure to you
to meet the  requirements  of the  Internal  Revenue  Service  (IRS)  and/or the
Employee Retirement Income Security Act of 1974 (ERISA).

Acknowledgement  of your receipt of the required  disclosure is included  within
the application language above your signature.







                                Table of Contents




Information Statement
     408(b) Individual Retirement Annuity (IRA) Plans
     408(k) Simplified Employee Pension (SEP) Plans.....................  QD-1


Information Statement
     403(b) Tax Sheltered Annuity (TSA) Plans...........................  QD-6


Information Statement
     401(a) Pension/Profit Sharing Plans................................  QD-7
<PAGE>
[GRAPHIC OMITTED]

                              INFORMATION STATEMENT
                408(b) Individual Retirement Annuity (IRA) Plans
                 408(k) Simplified Employee Pension (SEP) Plans

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

For purchasers of a 408(b)  Individual  Retirement  Annuity (IRA) Plan or 408(k)
Simplified Employee Pension (SEP) Plan, please review the following:

PART 1.  PROCEDURE FOR REVOKING THE IRS PLAN:

After you establish an IRA Plan with Ameritas  Variable Life  Insurance  Company
(AVLIC),  you are able to revoke  your IRA within a limited  time and  receive a
full refund of the initial  premium paid, if any. The period for revocation will
not be less than the legal minimum of seven (7) days following the date your IRA
is established with AVLIC.

To revoke  your IRA,  you  should  send a signed  and dated  written  notice to:
Ameritas Variable Life Insurance Company,  Policyholder Service Department,  One
Ameritas Way, P.O. Box 82550, Lincoln, NE 68501.

If your IRA contract was delivered to you, the contract  should  accompany  your
notice of revocation. Your notice of revocation will be considered mailed on the
date of the postmark (or certification or registration,  if applicable), if sent
by United States mail, properly addressed and by first class postage prepaid.

To obtain further information about the revocation procedure, contact your AVLIC
Representative or call 1-800-745-1112.


PART II.  PROVISIONS OF THE IRA LAW:

AVLIC's  OVERTURE  ANNUITY  III-P (Form 4786),  can be used for a Regular IRA, a
Rollover IRA, a Spousal IRA  Arrangement,  or for a Simplified  Employee Pension
Plan (SEP). A separate policy must be purchased for each  individual  under each
plan.

While  provisions  of the IRA law are  similar  for all such  plans,  any  major
differences are set forth under the appropriate topics below.

ELIGIBILITY:

  REGULAR  IRA PLAN:  Any  employee  under age 70 1/2 and  earning  income  from
  personal services, is eligible to establish an IRA Plan although deductibility
  of the  contributions  is determined by adjusted  gross income and whether the
  employee participates in a qualified employer-sponsored retirement plan.

  ROLLOVER  IRA:  This is an IRA plan  purchased  with your  distributions  from
  another IRA, a Section 401(a)  Qualified  Retirement Plan, or a Section 403(b)
  Tax Sheltered Annuity (TSA).

  Amounts  transferred as Rollover  Contributions are not taxable in the year of
  distribution  provided the rules for Rollover  treatment are satisfied and may
  or  may  not  be  subject  to  withholding.  Rollover  Contributions  are  not
  deductible.

  SPOUSAL IRA  ARRANGEMENT:  A Spousal  IRA,  consisting  of a contract for each
  spouse,  may be set up  provided  a joint  return  is filed,  the  "nonworking
  spouse" has no earned  income for the taxable year (or elects to be treated as
  having no compensation for the year),  does not make a contribution to an IRA,
  and is under age 70 1/2 at the end of the tax year.

  SIMPLIFIED  EMPLOYEE PENSION PLAN: An employee is eligible to participate in a
  SEP Plan based on eligibility  requirements  set forth in form 5305-SEP or the
  plan document provided by the employer.

  Divorced  spouses  can  continue a spousal IRA or start a Regular IRA based on
  the  standard  IRA  eligibility  rules.  All taxable  alimony  received by the
  divorced  spouse under a decree of divorce or separate  maintenance is treated
  as compensation for purposes of the IRA deduction limit.

  NONTRANSFERABILITY: You  may  not  transfer, assign  or  sell your IRA Plan to
  anyone (except in the case of transfer incident to divorce).

  NONFORFEITABILITY:  The  value of  your IRA Plan  belongs to you at all times,
  without risk of forfeiture.

  PREMIUM:  The annual  premium (if  applicable) of your IRA Plan may not exceed
  the lesser of $2,000,  or 100% of  compensation  for the year.  Any premium in
  excess of or in  addition  to $2,000  will be  permitted  only as a  "Rollover
  Contribution."  Your  contribution must be made in cash. For IRA's established
  under Simplified  Employee Pension Plans (SEP's),  premiums are limited to the
  lesser of $30,000 or 15% of the first $150,000 of  compensation  (adjusted for
  cost of living increases). In addition, if the IRA is under a salary reduction
  Simplified  Employee Pension  (SARSEP),  premiums made by salary reduction are
  limited to $7,000 (adjusted for cost of living  increases);  and for 1995, the
  limit is $9,240.

MAXIMUM CONTRIBUTIONS:

  REGULAR IRA PLAN: In any year that your annuity is maintained  under the rules
  for a Regular IRA Plan,  your maximum  contribution is limited to 100% of your
  earned  income  or  $2,000,  whichever  is less.  The  amount  of  permissible
  contributions  to  your  IRA  may  or  may  not  be  deductible.  Whether  IRA
  contributions (other than Rollovers) are deductible depends on whether you (or
  your spouse,  if married) are an active  participant in an  employer-sponsored
  plan and whether your adjusted  gross income is above the  "phase-out  level."
  See Deductible Contributions, Part III.

  ROLLOVER IRA: A Plan to Plan Rollover is a method for accomplishing  continued
  tax deferral on otherwise taxable  distributions from certain plans.  Rollover
  contributions  are not  subject  to the  contribution  limits on  regular  IRA
  contributions, but are not deductible.
<PAGE>
   There are two ways to make a rollover to an IRA:

   (1)  PARTICIPANT  ROLLOVERS are available to participants,  surviving spouses
        or former  spouses  who receive  eligible  rollover  distributions  from
        401(a) Qualified Retirement Plans, TSAs or IRAs.  Participant  Rollovers
        are  accomplished  by contributing  part or all of the eligible  amounts
        (which  includes  amounts  withheld for federal  income tax purposes) to
        your new IRA within 60 days following receipt of the  distribution.  IRA
        to IRA Rollovers are limited to one per  distributing  plan per 12 month
        period,  while  direct  IRA to IRA  transfers  are not  subject  to this
        limitation.

   (2)  DIRECT  ROLLOVERS are available to participants,  surviving  spouses and
        former spouses who receive eligible rollover  distributions  from 401(a)
        Qualified  Retirement  Plans  or  TSAs.  Direct  Rollovers  are  made by
        instructing  the plan  trustee,  custodian or issuer to pay the eligible
        portion of your  distribution  directly  to the  trustee,  custodian  or
        issuer of the receiving IRA. Direct Rollover  amounts are not subject to
        mandatory federal income tax withholding.

Certain  distributions  are NOT  considered  to be  eligible  for  Rollover  and
include:  (1)  distributions  which are part of a series of substantially  equal
periodic  payments  for 10 years  or more;  (2)  distributions  attributable  to
after-tax employee  contributions to a 401(a) Qualified  Retirement Plan or TSA;
(3) required minimum  distributions  made during or after the year you reach age
70 1/2;  (4)  amounts in excess of the cash  (except  for  certain  loan  offset
amounts) or in excess of the proceeds from the sale of property distributed; and
(5) the portion of a distribution eligible for the death benefit exclusion.

At the time of a Rollover,  you must  irrevocably  designate in writing that the
transfer is to be treated as a Rollover Contribution. Eligible amounts which are
not  rolled  over  are  normally  taxed  as  ordinary  income  in  the  year  of
distribution.  If a  Rollover  Contribution  is made to an IRA from a  Qualified
Retirement  Plan,  you may later be able to roll the value of the IRA into a new
employer's  plan provided you made no  contributions  to the IRA from other than
the first  employer's  plan.  This is known as  "Conduit  IRA,"  and you  should
designate your annuity as such when you complete your application.

SPOUSAL IRA  ARRANGEMENT:  In any year that your annuity is maintained under the
rules for a Spousal IRA, the combined maximum contribution to both spouses' IRAs
is the lesser of 100% of your compensation or $2,250. The contributions need not
be  equally  divided,  provided  no more than  $2,000 is  contributed  to either
spouse's IRA. Whether the contribution is deductible or  non-deductible  depends
on whether either spouse is an active participant in an employer-sponsored  plan
for the year,  and whether the adjusted  gross income of the couple is above the
phase out level.

The contribution limit for divorced spouses is the lesser of $2,000 or the total
of the taxpayer's earned income and alimony received for the year.

SEP PLAN:  In any year that your  annuity  is  maintained  under the rules for a
Simplified  Employee  Pension Plan, the employer's  maximum  contribution is the
lesser of $30,000 or 15% of your first  $150,000 of  compensation  (adjusted for
cost-of-living  increases) or as changed under Section 415 of the Code. In 1995,
the  maximum  SEP  contribution  on  behalf of an  employee  is  $22,500  (15% x
$150,000).  You may also be able to make  contributions to your SEP-IRA the same
as  you  do to a  Regular  IRA,  however,  you  will  be  considered  an  active
participant for purposes of determining your deduction limit. In addition to the
above  limits,  if your  annuity  is  maintained  under  the  rules for a salary
reduction  Simplified  Employee  Pension Plan  (SARSEP),  the maximum  amount of
employee pre-tax contributions which can be made is $7,000, adjusted for cost of
living increases;  and for 1995 the maximum employee pre-tax contribution amount
has been increased to $9,240.

DISTRIBUTIONS:  Payment  to you from your IRA Plan must  begin no later than the
April 1 following the close of the calendar year in which you attain age 70 1/2,
the Required Beginning Date (RBD). If you have not withdrawn your entire balance
by this date, you may receive the entire value of your IRA Plan in one lump sum;
arrange for an income to be paid over your lifetime,  your expected lifetime, or
over the lifetimes or expected lifetimes of you and your beneficiary.

RATE OF  DISTRIBUTION:  If you arrange for the value of your IRA Plan to be paid
to you as retirement  income rather than as one lump sum, then you must abide by
IRS rules  governing  how quickly the value of your IRA plan must be paid out to
you. Generally, it is acceptable to have an insurance company annuity pay income
to you as long as you live, or as long as you and your beneficiary live.

MINIMUM DISTRIBUTION REQUIREMENTS:  Once you reach your RBD, you must withdraw a
minimum amount each year or be subject to a 50% non-deductible excise tax on the
difference between the minimum required distribution and the amount distributed.
To determine the required minimum  distribution,  divide your entire interest in
your IRA (as of December 31 of your age 70 1/2 year) by your life  expectancy or
the joint life  expectancies of you and your  beneficiary.  Your single or joint
life  expectancy  is  determined by using IRS life  expectancy  tables.  See IRS
Publications 575 and 590.

Your life expectancy (and that of your spousal beneficiary,  if applicable) will
be recalculated  annually,  unless you  irrevocably  elect  otherwise.  The life
expectancy  of a  non-spouse  beneficiary  cannot be  recalculated.  Where  life
expectancy  is not  recalculated,  it is reduced by one year for each year after
your 70 1/2 year to determine the applicable remaining life expectancy. Also, if
your  benefit is payable in the form of a joint and survivor  annuity,  a larger
minimum  distribution amount may be required under IRS regulations,  unless your
spouse is the designated beneficiary.

If you  die  after  the  RBD,  amounts  undistributed  at  your  death  must  be
distributed  at least as rapidly  as under the method  being used at the time of
your death.  If you die before the RBD, your entire interest must be distributed
within  5  years  of  your  death  if  no  beneficiary  is  designated;  or if a
beneficiary is designated,  over the life  expectancy of the  beneficiary if the
beneficiary  so elects by  December  31 of the year  following  the year of your
death. If the beneficiary fails to make an election, the benefit will be paid in
equal or substantially  equal installments over his/her life or life expectancy.
Also, if a designated  beneficiary is the spouse, the distribution must begin by
December 31 of the year in which you would have  attained  age 70 1/2, or if not
your spouse, December 31 of the year following your death.


PART III.  RESTRICTIONS AND TAX CONSIDERATIONS:

TIMING OF CONTRIBUTIONS: Once you establish an IRA, contributions (deductible or
non-deductible)  must be made by the due date,  not  including  extensions,  for
filing your tax return.  (Participant  Rollovers  must be made within 60 days of
your receipt of the distribution.) A contribution made between January 1 and the
filing due date for your return,  must be submitted with written  direction that
it is being  made for the prior  plan year or it will be treated as made for the
current year.
<PAGE>
DEDUCTIBLE  CONTRIBUTIONS:  The amount of permissible  contributions to your IRA
may or may not be deductible. If you or your spouse are an active participant in
an  employer-sponsored  retirement plan, the size of your deduction if any, will
depend on your combined  adjusted  gross income  (AGI).  If your combined AGI is
less than $40,000,  you can deduct your entire  contribution.  If you are single
and your AGI is less  than  $25,000,  you may also  take a full  deduction.  For
married  couples  filing  joint  returns,  the  deduction  is phased out between
$40,000 and $50,000. For single individuals, the deduction is phased out between
$25,000 and  $35,000.  If you are married and covered by an employer  plan,  but
file separate tax returns,  your  deduction is phased out between $0 and $10,000
of AGI.  If your AGI is not above the  applicable  phase  out  level,  a minimum
contribution  of $200 is  permitted  regardless  of whether  the phase out rules
provide for a lesser amount. You can elect to treat deductible  contributions as
non-deductible.

NON-DEDUCTIBLE  CONTRIBUTIONS:  It is  possible  for you to make  non-deductible
contributions  to your  IRA  even if you are  not  eligible  to make  deductible
contributions for the year. The amount of  non-deductible  contributions you can
make depends on the amount of deductible contributions you make. The sum of your
non-deductible and deductible contributions for a year may not exceed the lesser
of (1) $2,000 ($2,250 when a spousal IRA is also involved),  or (2) 100% of your
compensation. IF YOU WISH TO MAKE A NON-DEDUCTIBLE CONTRIBUTION, YOU MUST REPORT
THIS ON YOUR TAX RETURN BY FILING FORM 8606  (NON-DEDUCTIBLE  IRA CONTRIBUTIONS,
IRA BASIS, AND NONTAXABLE IRA DISTRIBUTIONS). REMEMBER, YOU ARE REQUIRED TO KEEP
TRACK OF YOUR  NON-DEDUCTIBLE  CONTRIBUTIONS  AS AVLIC DOES NOT KEEP A RECORD OF
THESE  FOR  YOU.  THIS  INFORMATION  WILL BE  NECESSARY  TO  DOCUMENT  THAT  THE
CONTRIBUTIONS WERE MADE ON A NON-DEDUCTIBLE BASIS AND THEREFORE, ARE NOT TAXABLE
UPON DISTRIBUTION.


EXCESS  CONTRIBUTIONS:  There is a 6% IRS  penalty tax on IRA  contributions  in
excess of permissible  contributions.  However, excess contributions made in one
year may be  applied  against  the  contribution  limits in a later  year if the
contributions in the later year are less than the limit. This penalty tax can be
avoided if the excess  amount,  together with any earnings on it, is returned to
you  before  the due date of your tax  return  for the year for which the excess
amount  was  contributed.  The  penalty  tax will  apply to each year the excess
amount remains in the IRA Plan, until it is removed either by having it returned
to you or by making a reduced  contribution in a subsequent  year. To the extent
an excess  contribution is absorbed in a subsequent  year by  contributing  less
than the maximum deduction  allowable for that year, the amount absorbed will be
deductible in the year applied (provided you are eligible to take a deduction).

LOANS AND  PROHIBITED  TRANSACTIONS:  You may not  borrow  from your IRA Plan or
pledge it as security for a loan.  This would  disqualify  your entire IRA Plan,
and its full value would be  includable  in your  taxable  income in the year of
violation. This amount would also be subject to the 10% penalty tax on premature
distributions.  Your IRA Plan  will  similarly  be  disqualified  if you or your
beneficiary engage in any transaction prohibited by Section 4975 of the Internal
Revenue Code.

TAXABILITY  OF  DISTRIBUTIONS:  Any  cash  distribution  from  your  IRA Plan is
normally  taxable as ordinary  income.  All IRAs of an individual are treated as
one  contract.  All  distributions  during a  taxable  year are  treated  as one
distribution;  and the  value  of the  contract,  income  on the  contract,  and
investment on the contract is computed as of the close of the calendar year with
or within which the taxable year ends. If an individual withdraws an amount from
an IRA  during a  taxable  year and the  individual  has  previously  made  both
deductible and non-deductible IRA contributions, the amount includable in income
for the taxable year is the portion of the amount withdrawn which bears the same
ratio to the amount withdrawn for the taxable year as the individual's aggregate
non-deductible  IRA  contributions  bear  to  the  balance  of all  IRAs  of the
individual, including rollover IRAs and SEPs.

LUMP SUM  DISTRIBUTION:  If you decide to receive  the entire  value of your IRA
Plan in one lump sum,  the full amount is taxable  when  received  (except as to
non-deductible contributions),  and is not eligible for the special tax rules on
lump sum distributions  which are used with other types of Qualified  Retirement
Plans.

PREMATURE DISTRIBUTION:  There is a 10% penalty tax on amounts distributed prior
to the attainment of age 59 1/2, except for distributions  made to a beneficiary
on or after the owner's death,  distributions  attributable to the owner's being
disabled,  or  distributions  that are part of a series of  substantially  equal
periodic  payments  for the  life of the  annuitant  or the  joint  lives of the
annuitant  and his  beneficiary.  The  part of a  distribution  attributable  to
non-deductible  contributions  is not includable in income and is not subject to
the 10% penalty.

MINIMUM REQUIRED DISTRIBUTION:  SEE PART II, MINIMUM DISTRIBUTION  REQUIREMENTS.
An IRA  Plan  which  is not  totally  distributed  to you by April 1 of the year
following the year in which you attain age 70 1/2, must be distributed  over one
of the following periods:  1) the entire life of the annuitant,  2) the lives of
the annuitant and his beneficiary,  3) a period certain not extending beyond the
life expectancy of the annuitant or the joint life and last survivor  expectancy
of the annuitant and his beneficiary.  If the minimum  distribution is not made,
the excess, in any taxable year, of the amount that should have been distributed
over the amount  that was  actually  distributed  is subject to an excise tax of
50%.

MAXIMUM   DISTRIBUTION:   Generally,   an  excess   distribution  is  an  annual
distribution in excess of the annual ceiling (currently $150,000). If you made a
grandfather election pursuant to IRC 4980A, your annual ceiling is $150,000 (for
1995), as indexed  annually.  Excess  distributions  are subject to a 15% excise
tax.  The  tax is  reduced  by  any  payment  of the  10%  excise  tax on  early
withdrawals.  Excluded from the excise tax are distributions  after the death of
the participant,  distributions  payable to an alternate payee under a qualified
domestic  relations  order if  taxable  to the  alternate  payee,  distributions
attributable  to  after-tax  employee   contributions,   and  distributions  not
includable  in income by reason of a Rollover  Contribution.  Also, a 15% excise
tax is imposed on your excess retirement accumulation at the time of your death.
This  amount is the excess of the value of all accrued  benefits  under all your
IRAs,  Qualified  Retirement Plans, and TSAs, over the present value of a single
life annuity with payments  equal to the annual  ceiling  (currently  $150,000),
payable over your life expectancy prior to death.

TAX FILING:  You are not required to file a special IRA tax form for any taxable
year (1) for which no penalty tax is imposed with  respect to the IRA Plan,  and
(2) in which the only  activities  engaged in, with respect to the IRA Plan, are
making  deductible   contributions  and  receiving  permissible   distributions.
Information  regarding such  contributions or distributions  will be included on
the regular Form 1040. For further  information,  consult the  instructions  for
Form 5329 (Return for Individual Retirement Savings Arrangements), Form 8606 and
IRS Publication 590.

TAX ADVICE:  AVLIC is  providing  this  general  information  as required by the
Internal Revenue Code and assumes no responsibility  for its application to your
particular  tax situation.  Please  consult your personal tax advisor  regarding
specific questions you may have.
<PAGE>
ADDITIONAL INFORMATION: You may obtain more information about IRA Plans from any
district office of the IRS and IRS Publication 590.

PART IV.  STATUS OF AVLIC IRA PLAN:

INTERNAL REVENUE SERVICE  APPROVAL  LETTER:  AVLIC has applied for approval from
the  Internal  Revenue  Service as to the form of OVERTURE  ANNUITY  III-P (Form
4786), including the Guaranteed Minimum Death Benefit rider, for use in  funding
IRA  plans.   Such  approval,  when  received,  is a  determination  only  as to
the  form  of the  Annuity  Contract,  and  does  not represent a determination
of the merits of the annuity.


PART V.  FINANCIAL DISCLOSURE:

The  following  is a  general  description  and  required  financial  disclosure
information for the variable annuity product, OVERTURE ANNUITY III-P (Form 4786)
offered by AVLIC, hereafter referred to as the policy.

In order for you to achieve your retirement  objectives,  you should be prepared
to make  your IRA Plan a long  term  savings  program.  An IRA is not  suited to
short-term savings,  nor was it intended to be by Congress,  as indicated by the
penalties  on  withdrawal  before age 59 1/2 (except  for death or  disability).
However,  you  should be aware of the  values in your IRA Plan  during the early
years as well as at retirement.

Prior to the annuity date,  the policy  allows you to accumulate  funds based on
the  investment  experience of the assets  underlying the policy in the Separate
Account or the Fixed Account.  Currently, the assets which underlie the Separate
Account are invested exclusively in shares of mutual funds, the "Funds", managed
or  administered  by  several  fund  managers.  Each of the  Subaccounts  of the
Separate Account invest 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  which are  described  in the  accompanying
prospectus  for  the  Funds  which  you  would  have  received  when  making  an
application for your annuity.  The accumulation value of your IRA Plan allocated
to the Separate Account will vary in accordance with the investment  performance
of the Subaccounts you selected.  Therefore, for assets in the Separate Account,
you bear the entire investment risk prior to the annuity date.

Premium  payments and subsequent  allocations 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 (3.5%) or at higher rates declared by AVLIC.

ACCUMULATION  VALUE: 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 for each Subaccount  credited to the policy by
the current value of an accumulation unit for each Subaccount, and by adding the
amount  deposited in the Fixed Account,  plus interest.  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 policy fee,
any withdrawals and any charges upon  withdrawal  and, upon  annuitization,  any
applicable premium taxes and charges.

A valuation period is the period between  successive  valuation dates. It begins
at the close of trading on the New York Stock  Exchange on each  valuation  date
and ends at the  close of  trading  on the next  succeeding  valuation  date.  A
valuation  date is each  day  that  the New  York  Stock  Exchange  is open  for
business.

The accumulation  value is expected to change from valuation period to valuation
period,  reflecting the net investment  experience of the selected portfolios of
the Funds,  interest earned in the Fixed Account,  additional  premium payments,
partial  withdrawals,  as well as the deduction of any applicable  charges under
the policy. Growth in the accumulation value based on investments in the Account
is neither guaranteed nor projected.

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, any daily  administrative  fee, and if applicable,  any federal and state
income tax charges.

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

ANNUAL POLICY FEE: An annual policy fee of $36, $30 in North Dakota, is deducted
from the  accumulation  value on the last valuation date of each policy year and
on a full  withdrawal if between policy  anniversaries.  This charge  reimburses
AVLIC for the administrative  costs of maintaining the policy on AVLIC's system.
This  charge  may  be  increased  to a  maximum  of $40  and  may be reduced  or
eliminated.

DAILY  ADMINISTRATIVE  FEE:  A daily  charge  at an  annual  rate of .15% of the
accumulation  value.  This  charge  is  subtracted  when  determining  the daily
accumulation unit value.  This charge,  which is guaranteed not to be increased,
is  designed  to  reimburse  AVLIC  for  administrative   expenses  incurred  in
connection with issuing the policy 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 costs.

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
expense risk charge is imposed on the Fixed Account.
<PAGE>
TAXES: AVLIC will, where such taxes are imposed by state law upon the receipt of
a premium  payment,  deduct  premium  taxes.  If premium  taxes are imposed upon
annuitization,  AVLIC  will  deduct  applicable  premium  taxes  at  that  time.
Applicable  premium  tax rates  depend  upon such  factors as the  policyowner's
current  state of residency,  and the insurance  laws and the status of AVLIC in
states where premium taxes are incurred.  Currently, premium taxes range from 0%
to 3.5% of the premium paid.  Applicable premium tax rates are subject to change
by legislation, administrative interpretations, or judicial acts. The owner will
be notified of any applicable premium taxes.

PARTIAL AND FULL WITHDRAWALS:  The owner may make a partial or a full withdrawal
of the  policy  to  receive  part or all of the  accumulation  value  (less  any
applicable charges), at any time before the annuity date and while the annuitant
is living,  by sending a written  request to AVLIC.  Partial  withdrawals may be
either systematic or elective.  Systematic  withdrawals provide for an automatic
withdrawal,  whereas,  each  elective  withdrawal  must be elected by the owner.
Systematic   partial   withdrawals  are  available  on  a  monthly,   quarterly,
semi-annual or annual mode. This  withdrawal  right may be restricted by Section
403(b)(11)  of the Internal  Revenue  Code if the annuity is used in  connection
with a Section 403(b)  retirement  plan. No partial or full  withdrawals  may be
made after the annuity date except as  permitted  under the  particular  annuity
option.  The amount  available for a full or partial  withdrawal (cash surrender
value) is the accumulation value at the end of the valuation period during which
the written  request for withdrawal is received,  less any  contingent  deferred
sales  charge,  any  applicable  premium  taxes,  and  in  the  case  of a  full
withdrawal,  less 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.

CONTINGENT DEFERRED SALES CHARGE:  Since no deduction for a sales charge is made
from the premium  payment,  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  policies,  including
commissions to registered representatives and other promotional expenses.

Total  withdrawals  in a policy year which  exceed the greater of: 1) 10% of the
accumulation  value  at the time of the  withdrawal,  or 2) any  portion  of the
accumulation  value which exceeds the total premium deposit will be subject to a
contingent deferred sales charge (withdrawal charge).  Contingent deferred sales
charges are assessed  only on premiums paid based upon the number of years since
the policy year in which the  premiums  withdrawn  were paid,  on a  first-paid,
first-withdrawn basis.

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 free  withdrawal)  will be subject to a  contingent  deferred  sales  charge
expressed in the following manner:

The charge will be a percentage of the premium payments withdrawn or annuitized.


            CHARGE AS A % OF EACH         YEARS SINCE RECEIPT OF
               PREMIUM PAYMENT             EACH PREMIUM PAYMENT

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

In the case of a partial  withdrawal or annuitization,  the contingent  deferred
sales charge will be deducted from the amounts  remaining under the policy.  The
charge will be allocated  pro rata among the  Subaccounts  or the Fixed  Account
based on the accumulation value in each prior to the withdrawal or annuitization
unless an owner requests a partial  withdrawal or annuitization  from particular
Subaccounts  or the Fixed  Account,  in which case the charge will be  allocated
among  those  Subaccounts  or the  Fixed  Account  in  the  same  manner  as the
withdrawal.  In the case of a full withdrawal or  annuitization,  the contingent
deferred sales charge is deducted from the amount paid to the owner.  Contingent
deferred sales charges will not be imposed on certain withdrawals if the amounts
withdrawn are applied under annuity income option c or d.

SALES  COMMISSIONS:  No deductions are made from the premium  payments for sales
charges.  Compensation  to the sales  force is a maximum  6.5% based on premiums
paid.  To  offset  the  costs  of  compensation  and  distribution  expenses,  a
contingent  deferred  sales  charge as  described  above is  imposed  on certain
partial and full withdrawals.
<PAGE>
[GRAPHIC OMITTED]
                              EMPLOYEE BENEFIT PLAN

                              INFORMATION STATEMENT

                    403(b) Tax Sheltered Annuity (TSA) Plans

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

For purchasers of a 403(b) Tax Sheltered Annuity (TSA) Plan, the purpose of this
statement is to inform you, as the  purchaser of the annuity or as the Fiduciary
of  an  Employee   Benefit  Plan  purchasing  the  annuity,   of  the  following
distribution  limitations,  notwithstanding  policy language to the contrary. If
this policy is purchased  by the  policyowner  or his/her  employer as part of a
retirement plan under Internal Revenue Code (IRC)Section  403(b),  distributions
under the policy are limited as follows:

1.  Distributions attributable to contributions made and interest accruing after
    December  3l,  1988,  pursuant to a salary  reduction  agreement  within the
    meaning of IRC Section 402(g)(3)(c) may be paid only:

    (A)  when the employee attains age 59 1/2, separates from service,  dies, or
         becomes disabled within the meaning of IRC Section 72(m)(7); or

    (B)  in the case of hardship.  (Hardship  distributions may not be made from
         any income earned after  December 31, 1988,  which is  attributable  to
         salary reduction contributions  regardless of when the salary reduction
         contributions were made).

2.  Distributions attributable to funds transferred from IRC Section 403(b)(7)
    custodial account may be paid or made available only:

    (A)  When the employee attains age 59 1/2,  separates from service,  dies or
         becomes disabled within the meaning of IRC Section 72(m)(7); or

    (B)  in  the  case  of  financial  hardship.  Distributions  on  account  of
         financial hardship will be permitted only with respect to the following
         amounts:

         (i)  benefits  accrued  as  of December 31, 1988, but  not  earnings on
              those amounts subsequent to that date.

         (ii) contributions made pursuant to a salary reduction agreement within
              the meaning of IRC Section  3121(a)(1)(D) after December 31, 1988,
              but not as to earnings on those contributions.
<PAGE>
[GRAPHIC OMITTED]
                              EMPLOYEE BENEFIT PLAN

                              INFORMATION STATEMENT

                       401(a) Pension/Profit Sharing Plans
- --------------------------------------------------------------------------------

For  purchasers of a 401(a)  Pension/Profit  Sharing  Plan,  the purpose of this
statement is to inform you as an independent  Fiduciary of the Employee  Benefit
Plan,  of the  Sales  Representative's  relationship  to and  compensation  from
Ameritas Variable Life Insurance Company (AVLIC), as well as to describe certain
fees and charges under the OVERTURE  ANNUITY III-P Policy being  purchased  from
the Sales Representative.

The Sales Representative is appointed with AVLIC as its Sales Representative and
is  a  Securities  Registered  Representative.   In  this  position,  the  Sales
Representative  is  employed  to procure  and submit to AVLIC  applications  for
contracts, including applications for OVERTURE ANNUITY III-P.

COMMISSIONS, FEES AND CHARGES

The  following  commissions,  fees and charges  apply to OVERTURE  ANNUITY III-P
(policy):

SALES  COMMISSION:  No deductions  are made from the premium  payments for sales
charges.  Compensation to the Sales Representative's  Broker/Dealer is a maximum
of up to 6.5% based on premiums  paid. To offset the costs of  compensation  and
distribution  expenses, a contingent deferred sales charge as described below is
imposed on certain partial and full withdrawals.

ANNUAL POLICY FEE: An annual policy fee of $36, $30 in North Dakota, is deducted
from the  accumulation  value in the policy on the last  valuation  date of each
policy year or on a full withdrawal if between policy anniversaries. This charge
reimburses  AVLIC for the  administrative  costs of  maintaining  the  policy on
AVLIC's  system.  This  charge may be  increased  to a maximum of $40 and may be
reduced or eliminated.

DAILY  ADMINISTRATIVE FEE: The administrative fee is a daily charge at an annual
rate of  .15%  of the  accumulation  value.  This  charge  is  substracted  when
determining the daily  accumulation unit value. This charge is guaranteed not to
increase  and is  designed to  reimburse  AVLIC for  administrative  expenses of
issuing, servicing and maintaining the policies. AVLIC does not expect to make a
profit on either of these fees.

MORTALITY  AND EXPENSE RISK CHARGE:  AVLIC imposes a charge to compensate it for
bearing  certain  mortality and expense risks under the policies.  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 under the policies. 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  expense  risk  charge is
imposed on the Fixed Account.

PARTIAL  AND FULL  WITHDRAWALS:  The  policyowner  may make a partial  or a full
withdrawal of the policy to receive part or all of the accumulation  value (less
any  applicable  charges),  at any time  before the  annuity  date and while the
annuitant is living by sending a written request to AVLIC.  Partial  withdrawals
may be either  systematic  or elective.  Systematic  withdrawals  provide for an
automatic  withdrawal,  whereas, each elective withdrawal must be elected by the
owner.  Systematic  partial  withdrawals are available on a monthly,  quarterly,
semi-annual or annual mode. No partial or full withdrawals may be made after the
annuity date except as permitted under the particular annuity option. The amount
available  for  partial  or  full  withdrawal  (cash  surrender  value)  is  the
accumulation  value at the end of the valuation  period during which the written
request for withdrawal is received,  less any contingent  deferred sales charge,
any applicable  premium taxes, and in the case of a full withdrawal,  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.

CONTINGENT DEFERRED SALES CHARGE:  Since no deduction for a sales charge is made
from the premium  payment(s),  a  contingent  deferred  sales  charge is imposed
unless  waived  on  certain  partial  and full  withdrawals,  and  upon  certain
annuitizations  to cover  expenses  relating to Registered  Representatives  and
promotional expenses.
<PAGE>
Total  withdrawals  in a policy year which exceed the greater of: (1) 10% of the
accumulation  value at the time of the  withdrawal,  or (2) any  portion  of the
accumulation  value which exceeds the total premium deposit will be subject to a
contingent deferred sales charge. Contingent deferred sales charges are assessed
only on  premiums  paid based upon the number of years  since the policy year in
which the premiums withdrawn were paid, on a first-paid, first-withdrawn basis.

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 free  withdrawal)  will be subject to a  contingent  deferred  sales  charge
expressed as a percentage  of the premium  payments  withdrawn or  annuitized as
follows:


           CHARGE AS A % OF EACH             YEARS SINCE RECEIPT OF
              PREMIUM PAYMENT                 EACH PREMIUM PAYMENT

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

In the case of a partial  withdrawal or annuitization,  the contingent  deferred
sales charge will be deducted from the amounts  remaining under the policy.  The
charge will be allocated  pro rata among the  Subaccounts  or the Fixed  Account
based on the accumulation value in each prior to the withdrawal or annuitization
unless an owner requests a partial  withdrawal or annuitization  from particular
Subaccounts  or the Fixed  Account,  in which case the charge will be  allocated
among  those  Subaccounts  or the  Fixed  Account  in  the  same  manner  as the
withdrawal.  In the case of a full withdrawal or  annuitization,  the contingent
deferred sales charge is deducted from the amount paid to the owner.  Contingent
deferred sales charges will not be imposed on certain withdrawals if the amounts
withdrawn are applied under annuity income option c or d.

TAXES: AVLIC will deduct premium taxes upon receipt of a premium payment or upon
annuitization  depending  upon the  requirements  of the law of the state of the
policyowner's residence.  Currently,  premium taxes range from 0% to 3.5% of the
premium  paid,  but  are  subject  to  change  by  legislation,   administrative
interpretations, or judicial act.

FUND INVESTMENT ADVISORY FEES AND EXPENSES: At the direction of the policyowner,
the Separate  Account VA-2  purchases  shares of Funds which are  available  for
investment  under this policy.  The net assets of the Separate Account VA-2 will
reflect the value of the Fund shares and therefore, investment advisory fees and
other expenses of the Funds.  A complete  description of these fees and expenses
is contained in the Funds' Prospectuses.



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