AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2
497, 1997-05-05
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                                   AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO
                                                 VARIABLE LIFE INSURANCE COMPANY
                                                                     May 1, 1997

PROFILE OF THE VARIABLE ANNUITY CONTRACT

This Profile is a summary of some more important points that you should consider
and know before purchasing the Policy. The Policy is more fully described in the
prospectus which accompanies this Profile. Please read the prospectus carefully.

1. THE ANNUITY CONTRACT The variable annuity policy offered by Ameritas Variable
Life Insurance Company (AVLIC) is a policy between you, the owner, and AVLIC, an
insurance  company.  The Policy provides a means for investing on a tax-deferred
basis in 26 investment  subaccounts and a Fixed Account of AVLIC.  The Policy is
intended  for  retirement  savings or other  long-term  investment  purposes and
provides for a death benefit and guaranteed income options.
         This Policy offers 26 subaccounts  which are listed in Section 4. These
subaccounts  are  designed  to offer a better  return  than the  Fixed  Account.
However, this is NOT guaranteed. You can also lose your money.
         The Fixed Account  offers an interest rate  guaranteed by the insurance
company,  AVLIC. This interest rate is set each month and guaranteed for a year.
While your money is in the Fixed Account, your principal and all interest earned
is guaranteed by AVLIC.
         You can put  money  into any or all of the  subaccounts  and the  Fixed
Account. You can transfer between accounts up to 15 times a year without charge.
After 15 transfers,  the charge is $10 for each additional  transfer.  There are
restrictions on the Fixed Account.
         The Policy,  like all deferred annuity  policies,  has two phases:  the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate  on a  tax-deferred  basis and are  taxed as  income  when you make a
withdrawal.  The income phase occurs when you begin receiving  regular  payments
from your Policy.
         The money you can  accumulate in your account  during the  accumulation
phase will determine the income payments during the income phase.

2. ANNUITY  PAYMENTS  (THE INCOME PHASE) If you want to receive  regular  income
from your annuity,  you can choose one of five options:  (1) monthly  payment of
interest  only;  (2) monthly  payment for a fixed  amount  until  depleted;  (3)
monthly  payments  for a  certain  period up to 20 years  (as you  select);  (4)
monthly payments for your life (assuming you are the annuitant) that may include
a guaranteed  period; and (5) monthly payments for your life and for the life of
another person (usually your spouse). Once you begin receiving regular payments,
you cannot change your payment plan.

3.   PURCHASE   You  can  buy  this  Policy  with  $2,000  or  more  under  most
circumstances.  Your registered  representative can help you fill out the proper
forms. You can add $500 or more any time during the accumulation phase.

4.  INVESTMENT OPTIONS You can put your money in any or all of these subaccounts
described in the fund prospectuses:
<TABLE>
<CAPTION>
        <S>                        <C>                       <C>                       <C>   
         Managed by                 Managed by                Managed by                Managed by
         Fidelity Mgmt &            Fred Alger Mgmt., Inc.    Massachusetts             Morgan Stanley
                                    ----------------------
         Research Company           Alger American:           Financial Services Co.    Asset Mgmt. Inc.
         ----------------                                     ----------------------    ----------------
         Money Market               Growth                    Emerging Growth           Emerging Markets Equity
         Equity-Income              Income and Growth         Utilities                 Global Equity
         Growth                     Small Capitalization      World Governments         International Magnum
         High Income                Balanced                  Research                  Asian Equity
         Overseas                   MidCap Growth             Growth With Income        U.S. Real Estate
         Asset Manager              Leveraged AllCap
         Investment Grade Bond
         Asset Manager: Growth
         Index 500
         Contrafund
</TABLE>

Depending  upon  market  conditions,  you can make or lose money in any of these
subaccounts.

                                       1
<PAGE>
5.  EXPENSES The  Policy  has  insurance  features  and investment features, and
there are costs related to each.
         AVLIC  currently  deducts a $36 policy fee each year from your  Policy.
This  charge is  guaranteed  to be no more than $40 per  year.  AVLIC  currently
waives this charge if the accumulation value of your Policy is at least $50,000.
AVLIC also deducts insurance charges of 1.40% of the average daily value of your
Policy.  Investment  charges range from .28% to 1.75% of the average daily value
of the subaccounts depending upon the subaccount.
         If you take your money out, AVLIC may assess a withdrawal  charge of up
to 6% of the amount you withdraw.  If required by state law, AVLIC will assess a
state  premium  tax  charge at the time of  premium  receipt  or when you make a
complete  withdrawal or begin receiving  regular income payments.  State premium
tax ranges from 0% to 3.5%, depending upon the state.
         The  following  chart  is to help you  understand  the  charges  in the
Policy.  The column  "Total  Annual  Charges"  shows the total of the $36 policy
maintenance  charge  (which we  represent  as .12%  below,  based on an  assumed
average  contract  size  of  $30,000),  the  1.40%  insurance  charges  and  the
investment  charge  for  each  subaccount.  The next  two  columns  show you two
examples of the charges, in dollars,  you would pay under a Policy. The examples
show the expenses you would pay on a $1,000 investment in a Policy that earns 5%
annually and that you withdraw your money:  (1) at the end of year 1, and (2) at
the end of year 10. For year 1, the Total Annual Charges are assessed as well as
the withdrawal charges.  For year 10, the example shows the aggregate of all the
annual charges assessed for the 10 years, but there is no withdrawal charge.

The premium tax is assumed to be 0% in both examples.

<TABLE>
<CAPTION>
                                                                                      EXAMPLES:
                                                                                      Total Annual
                                 Total Annual      Total Annual          Total        Expenses at End of:
                                  Insurance         Portfolio            Annual        (1)      (2)
Subaccount                         Charges           Charges             Charges      1 Year   10 Years
- ----------                         -------           -------             -------      -------  --------
<S>                                <C>              <C>                  <C>           <C>      <C>    
Managed by Fidelity Management & Research Company
         Money Market               1.52%            0.30%                1.82%         $78      $209                          
         Equity-Income              1.52%            0.56%                2.08%         $81      $236
         Growth                     1.52%            0.67%                2.19%         $82      $247
         High Income                1.52%            0.71%                2.23%         $82      $251
         Overseas                   1.52%            0.92%                2.44%         $84      $273
         Asset Manager              1.52%            0.73%                2.25%         $83      $253
         Investment Grade Bond      1.52%            0.58%                2.10%         $81      $238
         Asset Manager: Growth      1.52%            0.85%                2.37%         $84      $266
         Index 500                  1.52%            0.28%                1.80%         $78      $206
         Contrafund                 1.52%            0.71%                2.23%         $82      $251

Managed by Fred Alger Management Inc.
Alger American:
     Growth                         1.52%            0.79%                2.31%         $83      $260
     Income and Growth              1.52%            0.81%                2.33%         $83      $262
     Small Capitalization           1.52%            0.88%                2.40%         $84      $269
     Balanced                       1.52%            1.14%                2.66%         $87      $295
     MidCap Growth                  1.52%            0.84%                2.36%         $84      $265
     Leveraged AllCap               1.52%            1.09%                2.61%         $86      $290

Managed by Massachusetts Financial Services Company
     Emerging Growth                1.52%            1.00%                2.52%         $85      $281
     Utilities                      1.52%            1.00%                2.52%         $85      $281
     World Governments              1.52%            1.00%                2.52%         $85      $281
     Research                       1.52%            1.00%                2.52%         $85      $281
     Growth With Income             1.52%            1.00%                2.52%         $85      $281

Managed by Morgan Stanley Asset Management Inc.
     Emerging Markets Equity        1.52%            1.75%                3.27%         $93      $353
     Global Equity                  1.52%            1.15%                2.67%         $87      $296
     International Magnum           1.52%            1.15%                2.67%         $87      $296
     Asian Equity                   1.52%            1.20%                2.72%         $87      $300
     U.S. Real Estate               1.52%            1.10%                2.62%         $86      $291
</TABLE>

For the newly formed  subaccounts the charges have been  estimated.  The charges
reflect any expense  reimbursement or fee waiver. For more detailed information,
see the Fee Table in the Prospectus.

                                       2
<PAGE>
6. TAXES Your  earnings are not taxed until you take them out. If you take money
out, earnings come out first and are taxed as income. If you are younger than 59
1/2 when you take money out, you may be charged a 10% federal tax penalty on the
earnings.  Payments  during the income phase are  considered  partly a return of
your original investment so that part of each payment is not taxable as income.

7. WITHDRAWALS You can take money out anytime during the accumulation phase. You
can take up to 10% of the greater of your  accumulation  value or total payments
each year without a charge.  Withdrawals  more than that may be charged up to 6%
of each  withdrawal.  After  AVLIC  has had a payment  for 7 years,  there is no
charge for  withdrawal  of that  payment.  Of  course,  you may also have to pay
income tax and a tax penalty on any money you take out.  Each payment you add to
your Policy has its own 7 year withdrawal charge period.

8.  PERFORMANCE  The value of the Policy will vary up or down depending upon the
investment  performance of the subaccounts you choose. The following chart shows
total returns for each  subaccount for the periods shown.  These numbers reflect
the insurance charges, the policy maintenance charge, the investment charges and
all  other  expenses  of  the  subaccount.  These  numbers  do not  reflect  any
withdrawal   charges  and  if  applied  would  reduce  such  performance.   Past
performance is not a guarantee of future results.
<TABLE>
<CAPTION>

Subaccount                    1996     1995     1994      1993     1992     1991     1990     1989    1988     1987

Managed by Fidelity Management & Research Company
   <S>                      <C>      <C>      <C>       <C>     <C>       <C>     <C>       <C>     <C>      <C>   
    Money Market              3.83%    4.27%    2.71%     1.69%    2.31%    4.54%    6.46%    7.53%   5.77%    4.79%
    Equity-Income            12.56%   33.10%    5.45%    16.52%   15.12%   29.47%  -16.63%   15.59%  20.85%   -2.68%
    Growth                   12.98%   33.36%   -1.53%    17.58%    7.67%   43.36%  -13.10%   29.52%  13.82%    2.05%
    High Income              12.32%   18.88%   -3.12%    18.60%   21.32%   33.07%   -3.73%   -5.63%   9.95%   -0.72%
    Overseas                 11.52%    8.03%    0.19%    35.31%  -12.10%    6.36%   -3.17%   23.89%   6.45%       -
    Asset Manager            12.89%   15.21%   -7.52%    19.41%   10.00%   20.67%    5.04%       -        -       -
    Investment Grade Bond     1.63%   15.57%   -5.22%     9.25%    5.03%   14.60%    4.58%    8.57%       -       -
    Asset Manager: Growth    19.00%       -        -         -        -        -        -        -        -       -
    Index 500                20.98%   35.07%   -0.61%     7.95%       -        -        -        -        -       -
    Contrafund               19.49%    -        -            -        -        -        -        -        -       -

Managed by Fred Alger Management, Inc.
Alger American:
    Growth                   11.64%   34.34%   -0.10%    20.63%   10.66%   38.27%    2.53%       -        -       -
    Income and Growth        17.89%   33.13%   -9.68%     8.68%    6.99%   21.66%   -1.26%    5.77%       -       -
    Small Capitalization      2.60%   42.17%   -5.83%    11.57%    1.97%   55.21%    7.06%   62.06%       -       -
    Balanced                  8.51%   26.71%   -5.73%     6.16%    7.80%    3.07%    4.86%       -        -       -
    MidCap Growth            10.21%   42.30%   -3.07%        -        -        -        -        -        -       -     
    Leveraged AllCap         10.37%       -        -         -        -        -        -        -        -       -

Managed by Massachusetts Financial Services Company
    Emerging Growth          15.24%       -        -         -        -        -        -        -        -       -
    Utilities                16.74%       -        -         -        -        -        -        -        -       -
    World Governments         2.45%   12.65%       -         -        -        -        -        -        -       -
    Research                 20.45%       -        -         -        -        -        -        -        -       -
    Growth With Income       22.49%       -        -         -        -        -        -        -        -       -

Managed by Morgan Stanley Asset Management Inc.
    Emerging Markets Equity      -        -        -         -        -        -        -        -        -       -
    Global Equity                -        -        -         -        -        -        -        -        -       -
    International Magnum         -        -        -         -        -        -        -        -        -       -
    Asian Equity                 -        -        -         -        -        -        -        -        -       -
    U.S. Real Estate             -        -        -         -        -        -        -        -        -       -
</TABLE>

                                       4
<PAGE>
9. DEATH BENEFIT If you die before  moving to the income  phase,  the person you
have chosen as your beneficiary will receive a death benefit. This death benefit
will be the  greater  of:  (1) the money you have put in less any money you have
taken out, and the related withdrawal  charges, or (2) the current value of your
Policy.  If available,  the death benefit may be the value of your Policy at the
most  recent  7th-year-anniversary  plus any money  you have  added  since  that
anniversary minus any money you have taken out since that  anniversary,  and the
related withdrawal charges.

10.  OTHER INFORMATION
      
FREE  LOOK.  If you cancel the  policy  within 10 days  after  receiving  it (or
whatever  period is required  in your  state),  we will not assess a  withdrawal
charge.  You will  receive  whatever  your Policy is worth on the day we receive
your returned policy.  This may be more or less than your original  payment.  If
law requires us to return your original  payment,  we will put your money in the
Money Market  subaccount  during the  free-look  period and return your original
payment.

NO PROBATE.  Usually,  when you die,  the person you choose as your  beneficiary
will receive the death benefit without going through probate.

WHO SHOULD PURCHASE THE POLICY?
This Policy is designed for people seeking long-term  tax-deferred  accumulation
of  assets,   generally  for  retirement  or  other  long-term   purposes.   The
tax-deferred  feature is most attractive to people in high federal and state tax
brackets.  You would not buy this  Policy if you are  looking  for a  short-term
investment  or if you cannot  take the risk of getting  back less money than you
put in.

ADDITIONAL FEATURES.
This Policy has additional features that might interest you. These include:

o   You can  arrange to have money  automatically  sent to you each month  while
    your  Policy is still in the  accumulation  phase.  Of course,  you must pay
    taxes on money you  receive.  We call  this  feature  Systematic  Withdrawal
    Option.

o   You can arrange to have a regular amount of money automatically  invested in
    subaccounts  each month,  theoretically  giving you a lower average cost per
    unit over time than a single one time purchase.  We call this feature Dollar
    Cost Averaging.

o   AVLIC will automatically readjust the money between subaccounts periodically
    to keep the blend you select. We call this feature Portfolio Rebalancing.

o   AVLIC will  periodically  reallocate the earnings (not the principal amount)
    among the subaccounts. We call this feature Earnings Sweep.

o   Under  certain  medically  related  circumstances,  AVLIC will give you your
    money  without a withdrawal  charge.  We call this feature a Critical  Needs
    Withdrawal.

These  features are not available in all states and may not be suitable for your
particular situation.

11.  INQUIRIES
If you need more information, please contact us at:

Ameritas Variable Life Insurance Company
5900 O Street
Lincoln NE 68510
800-745-1112

                 AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO

                                        4
<PAGE>
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
Accumulation  Value is  allocated on the issue date of the Policy to one or more
Subaccounts of the Account or to the Fixed Account.  The Accumulation Value will
be used to purchase  accumulation units of the Subaccounts of the Account or the
Fixed Account at the price next computed on the issue 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 Accumulation Value will be allocated to the Money Market Subaccount.  After
the expiration of the 13-day period (see page 18) the accumulation value will be
allocated to the  Subaccounts  or to the Fixed Account as selected by the Owner.
The  assets  of each  Subaccount  are  invested  in  shares  of a  corresponding
portfolio of one of the  following  mutual funds  (collectively,  the  "Funds"):
Variable  Insurance  Products Fund and the Variable  Insurance Products Fund II,
(respectively,  "VIPF" and "VIPF II"; collectively  "Fidelity Funds"); the Alger
American  Fund  ("Alger  American  Fund");  MFS Variable  Insurance  Trust ("MFS
Trust"); and Morgan Stanley Universal Funds, Inc. ("Morgan Stanley Fund"). VIPF,
which is managed by Fidelity Management & Research Company ("Fidelity"),  offers
the following portfolios: Money Market,  Equity-Income,  Growth, High Income and
Overseas  Portfolios.  VIPF II, also managed by Fidelity,  offers the  following
portfolios:  Asset Manager,  Investment Grade Bond, Asset Manager: Growth, Index
500, and Contrafund  Portfolios.  The Alger  American Fund,  which is managed by
Fred  Alger  Management,   Inc.  ("Alger  Management"),   offers  the  following
portfolios:  Alger American Growth ("Growth"),  Alger American Income and Growth
("Income   and   Growth"),   Alger   American   Small   Capitalization   ("Small
Capitalization"),  Alger American Balanced  ("Balanced"),  Alger American MidCap
Growth  ("MidCap  Growth"),  and Alger  American  Leveraged  AllCap  ("Leveraged
AllCap") Portfolios.  The MFS Trust, managed by Massachusetts Financial Services
Company  ("MFS Co."),  offers the  following  portfolios or series in connection
with this Policy: MFS Emerging Growth, MFS Utilities, MFS World Governments, MFS
Research  and MFS  Growth  With  Income.  The  Morgan  Stanley  Fund  offers the
following  portfolios in connection with the Policy, all of which are managed by
Morgan Stanley Asset Management Inc. ("MSAM"):  Emerging Markets Equity,  Global
Equity, International Magnum, Asian Equity and U.S. Real Estate Portfolios. This
prospectus is accompanied by prospectuses for each of the Funds,  which describe
the  investment  objectives,  policies and risk  considerations  relating to the
respective  portfolios.  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 a Client  Service  Representative  at  1-800-745-1112.  The Statement of
Additional  Information,  which has the same date as this  Prospectus,  has been
filed with the Securities and Exchange  Commission and is incorporated herein by
reference.  The table of contents of the Statement of Additional  Information is
included at the end of this Prospectus.

This  Prospectus  Must Be  Accompanied Or Preceded By Current  Prospectuses  For
Variable  Insurance  Products Fund,  Variable  Insurance Products Fund II, Alger
American Fund, MFS Variable Insurance Trust, and Morgan Stanley Universal Funds,
Inc.

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

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

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

The Date of This Prospectus is May 1, 1997.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S>                                                                       <C>
Definitions...............................................................  3
Fee Table.................................................................  5
Questions and Answers About The Policy....................................  9
Financial Statements...................................................... 11
Performance Data.......................................................... 13
Ameritas Variable Life Insurance Company and the Account.................. 12
    Ameritas Variable Life Insurance Company.............................. 12
    Ameritas Variable Life Insurance Company Separate Account VA-2........ 12
    The Funds............................................................. 13
    Investment Policies and Objectives of the Funds' Portfolios........... 14
    Addition, Deletion or Substitution of Investments..................... 17
Fixed Account............................................................. 17
The Policy................................................................ 18
    Policy Application and Premium Payment................................ 18
    Allocation of Premium................................................. 18
    Accumulation Value.................................................... 19
    Value of Accumulation Units........................................... 19
    Transfers............................................................. 19
    Systematic Programs................................................... 20
    Owner Inquiries....................................................... 20
    Refund Privilege...................................................... 20
    Policy Loans.......................................................... 20
Charges and Deductions.................................................... 21
    Administrative Charges................................................ 21
    Mortality and Expense Risk Charge..................................... 21
    Contingent Deferred Sales Charge...................................... 22
    Taxes................................................................. 22
    Fund Investment Advisory Fees and Expenses............................ 23
Distributions Under the Policy............................................ 23
    Full and Partial Withdrawals.......................................... 23
    Critical Needs Withdrawals............................................ 23
    Annuity Date.......................................................... 24
    Death of Annuitant Prior to Annuity Date.............................. 24
    Guaranteed Minimum Death Benefit (GMDB) Rider......................... 24
    Election of Annuity Income Options.................................... 25
    Annuity Income Options................................................ 25
    Deferment of Payment.................................................. 26
General Provisions........................................................ 26
    Control of Policy..................................................... 26
    Annuitant's Beneficiary............................................... 26
    Change of Beneficiary................................................. 26
    Contestability........................................................ 26
    Misstatement of Age or Sex............................................ 26
    Reports and Records................................................... 27
Federal Tax Matters....................................................... 27
    Introduction.......................................................... 27
    Taxation of Annuities in General...................................... 27
Distribution of the Policies.............................................. 28
Safekeeping of the Account's Assets....................................... 29
Third Party Services...................................................... 29
Voting Rights............................................................. 29
Legal Proceedings......................................................... 29
Statement of Additional Information....................................... 30

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. On the Issue Date, the  Accumulation  Value is equal to the
initial premium,  less any premium tax, plus any interest  credited based on the
Money Market portfolio value as of the Policy 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 Valuation Date on which premiums are 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 ("VIPF"),  Variable Insurance Products
Fund II ("VIPF II") (collectively the "Fidelity Funds"), the Alger American Fund
("Alger American Fund"),  MFS Variable  Insurance Trust ("MFS Trust") and Morgan
Stanley  Universal Funds,  Inc.  ("Morgan Stanley Fund") 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.

ISSUE DATE - The date all financial, contractual and administrative requirements
have been met to issue the policy. The free look period begins on this date.

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.
<PAGE>
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.

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.  On the Issue Date,  the Policy Date will be the
date two days after AVLIC received the application and initial  premium.  If the
Policy Date would fall on the 29th,  30th,  or 31st of a month,  the Policy Date
will be set at the 28th day of that month.

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

PORTFOLIO - The separate investment  portfolios of the Fidelity Funds, the Alger
American  Fund,  the MFS Trust and the  Morgan  Stanley  Fund.  VIPF  offers the
following  portfolios:  Money  Market,  Equity-Income,  Growth,  High Income and
Overseas  Portfolios.  VIPF II offers the following  portfolios:  Asset Manager,
Investment  Grade  Bond,  Asset  Manager:  Growth,  Index  500,  and  Contrafund
Portfolios.  The Alger  American  Fund offers the  following  portfolios:  Alger
American  Growth,  Alger  American  Income  and  Growth,  Alger  American  Small
Capitalization, Alger American Balanced, Alger American MidCap Growth, and Alger
American  Leveraged  AllCap  Portfolios.  The MFS  Trust  offers  the  following
portfolios or series in connection with this Policy:  MFS Emerging  Growth,  MFS
Utilities,  MFS World Governments,  MFS Research and MFS Growth With Income. The
Morgan  Stanley Fund offers the  following  portfolios  in  connection  with the
Policy:  Emerging Markets Equity,  Global Equity,  International  Magnum,  Asian
Equity and U.S. Real Estate Portfolios.

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.
<PAGE>
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.
Fee table  information  relating  to the  underlying  funds was  provided by the
underlying funds. AVLIC has not independently verified such information.

   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 21).

FUND EXPENSE SUMMARY

The  information  shown below relating to the Funds was provided to AVLIC by the
Funds and AVLIC has not  independently  verified such  information.  Each of the
Funds is managed by an investment  advisory  organization that is not affiliated
with AVLIC. Each such organization is entitled to receive a fee for its services
based on the  value of the  relevant  portfolio's  net  assets.  The  amount  of
expenses,  including  the asset based  advisory fee referred to above,  borne by
each portfolio for the fiscal year ended December 31, 1996, was as follows:

<TABLE>
<CAPTION>

PORTFOLIO                      INVESTMENT ADVISORY AND              OTHER EXPENSES                     TOTAL
                                     MANAGEMENT

                            Figures presented may reflect     Figures presented may reflect    Figures presented
                                expense reimbursement         expense reimbursement            may reflect expense
                                                                                                  reimbursement
<S>                                   <C>                                <C>                          <C>    
FIDELITY
Money Market                           .21%                               .09%                         .30%
Equity-Income                          .51%                               .05%                         .56%(1)
Growth                                 .61%                               .06%                         .67%(1)
High Income                            .59%                               .12%                         .71%
Overseas                               .76%                               .16%                         .92%(1)
Asset Manager                          .64%                               .09%                         .73%(1)
Investment Grade Bond                  .45%                               .13%                         .58%
Asset Manager:  Growth                 .65%                               .20%                         .85%(1)
Index 500                              .13%                               .15%                         .28%(2)
Contrafund                             .61%                               .10%                         .71%(1)
<PAGE>
ALGER AMERICAN (3)
Growth                                 .75%                               .04%                          .79%
Income and Growth                     .625%                              .185%                          .81%
Small Capitalization                   .85%                               .03%                          .88%
Balanced                               .75%                               .39%                         1.14%
MidCap Growth                          .80%                               .04%                          .84%
Leveraged AllCap                       .85%                               .24%                         1.09%

MFS
Emerging Growth                        .75%                               .25%(4)                      1.00%(5)
Utilities                              .75%                               .25%(4)                      1.00%(5)
World Governments                      .75%                               .25%(4)                      1.00%(5)
Research                               .75%                               .25%(4)                      1.00%(5)
Growth With Income                     .75%                               .25%(4)                      1.00%(5)

MORGAN STANLEY
Emerging Markets Equity(6)            1.25%                               .50%                         1.75%
Global Equity(7)                       .80%                               .35%                         1.15%
International Magnum(7)                .80%                               .35%                         1.15%
Asian Equity(7)                        .80%                               .40%                         1.20%
U.S. Real Estate(7)                    .80%                               .30%                         1.10%
</TABLE>

(1)      A portion of the brokerage  commissions that certain funds pay was used
         to reduce funds expenses. In addition,  certain funds have entered into
         arrangements  with their custodian and transfer agent whereby  interest
         earned on  uninvested  cash  balances was used to reduce  custodian and
         transfer agent expenses.  Without these reductions, the total operating
         expenses  presented in the table would have been .58% for Equity-Income
         Portfolio, .69% for Growth Portfolio, .93% for Overseas Portfolio, .74%
         for Asset Manager Portfolio,  .74% for Contrafund  Portfolio,  and .87%
         for Asset Manger: Growth Portfolio.

(2)      Fidelity  agreed  to  reimburse  a  portion  of Index  500  Portfolio's
         expenses  during the period.  Without  this  reimbursement,  the fund's
         management fee, other expenses and total expenses would have been .28%,
         .15% and .43% respectively, on an annualized basis.

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

(4)      MFS  has  agreed  to  bear   expenses  for  each  series,   subject  to
         reimbursement  by each series,  such that each series "Other  Expenses"
         shall not  exceed  .25% of the  average  daily net assets of the series
         during the current fiscal year. Absent this expense arrangement, "Other
         Expenses" and "Total"  expenses would be .41% and 1.16%,  respectively,
         for the Emerging Growth Series; 2.00% and 2.75%, respectively,  for the
         Utilities  Series;  1.28%  and  2.03%,  respectively,   for  the  World
         Governments  Series;  .73% and 1.48%,  respectively,  for the  Research
         Series; and 1.32% and 2.07%,  respectively,  for the Growth With Income
         Series.

(5)      Each series has an expense offset arrangement which reduces the series'
         custodian  fee based upon the amount of cash  maintained  by the series
         with its custodian and dividend  disbursing  agent,  and may enter into
         other such  arrangements  and directed  brokerage  arrangements  (which
         would also have the effect of reducing the series' expenses).  Any such
         fee reductions are not reflected under "Other Expenses."
<PAGE>
(6)      The fund's expenses were voluntarily  reduced by the fund's  investment
         adviser. Absent reimbursement,  the management fee, other expenses, and
         total expenses would have been 1.25%, 4.92%, and 6.17%, respectively.

(7)      This is an estimate of expenses for the fiscal year ending December 31,
         1997.  MSAM  has  agreed  to  a  reduction  in  management  fees and to
         reimburse  each  portfolio if necessary,  if such fees would  cause the
         total annual operating expenses to exceed the percentage indicated.

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

- ---------------
<TABLE>
<CAPTION>
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.

                                                        1 year          3 years          5 years          10 years
<S>                                                      <C>             <C>              <C>              <C>   
Money Market                                              $78             $116             $137             $209
Equity Income                                             $81             $124             $150             $236
Growth                                                    $82             $127             $155             $247
High Income                                               $82             $129             $158             $251
Overseas                                                  $84             $135             $168             $273
Asset Manager                                             $83             $129             $159             $253
Investment Grade Bond                                     $81             $125             $151             $238
Asset Manager: Growth                                     $84             $133             $165             $266
Index 500                                                 $78             $116             $136             $206
Contrafund                                                $82             $129             $158             $251
Alger American Growth                                     $83             $131             $162             $260
Alger American Income and Growth                          $83             $132             $163             $262
Alger American Small-Cap                                  $84             $134             $166             $269
Alger American Balanced                                   $87             $142             $179             $295
Alger American MidCap                                     $84             $133             $164             $265
Alger American Leveraged AllCap                           $86             $140             $177             $290
MFS Emerging Growth                                       $85             $137             $172             $281
MFS Utilities                                             $85             $137             $172             $281
MFS World Governments                                     $85             $137             $172             $281
MFS Research                                              $85             $137             $172             $281
MFS Growth With Income                                    $85             $137             $172             $281
Morgan Stanley Emerging Markets Equity                    $93             $160             $209             $353
Morgan Stanley Global Equity                              $87             $142             $180             $296
Morgan Stanley International Magnum                       $87             $142             $180             $296
Morgan Stanley Asian Equity                               $87             $143             $182             $300
Morgan Stanley U.S. Real Estate                           $86             $140             $177             $291
</TABLE>
<TABLE>
<CAPTION>
Example: If you annuitize 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.
                                                         1 year          3 years          5 years         10 years

<S>                                                      <C>              <C>             <C>              <C>   
Money Market                                              $78              $56              $97             $209
Equity Income                                             $81              $64             $110             $236
Growth                                                    $82              $67             $115             $247
High Income                                               $82              $69             $118             $251
Overseas                                                  $84              $75             $128             $273
Asset Manager                                             $83              $69             $119             $253
Investment Grade Bond                                     $81              $65             $111             $238
Asset Manager: Growth                                     $84              $73             $125             $266
Index 500                                                 $78              $56              $96             $206
<PAGE>
Contrafund                                                $82              $69             $118             $251
Alger American Growth                                     $83              $71             $122             $260
Alger American Income and Growth                          $83              $72             $123             $262
Alger American Small-Cap                                  $84              $74             $126             $269
Alger American Balanced                                   $87              $82             $139             $295
Alger American MidCap                                     $84              $73             $124             $265
Alger American Leveraged AllCap                           $86              $80             $137             $290
MFS Emerging Growth                                       $85              $77             $132             $281
MFS Utilities                                             $85              $77             $132             $281
MFS World Governments                                     $85              $77             $132             $281
MFS Research                                              $85              $77             $132             $281
MFS Growth With Income                                    $85              $77             $132             $281
Morgan Stanley Emerging Markets Equity                    $93             $100             $169             $353
Morgan Stanley Global Equity                              $87              $82             $140             $296
Morgan Stanley International Magnum                       $87              $82             $140             $296
Morgan Stanley Asian Equity                               $87              $83             $142             $300
Morgan Stanley U.S. Real Estate                           $86              $80             $137             $291
</TABLE>
<TABLE>
<CAPTION>
Example: If you do not 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.
                                                        1 year          3 years          5 years         10 years
<S>                                                      <C>              <C>             <C>              <C>
Money Market                                              $18              $56              $97             $209
Equity Income                                             $21              $64             $110             $236
Growth                                                    $22              $67             $115             $247
High Income                                               $22              $69             $118             $251
Overseas                                                  $24              $75             $128             $273
Asset Manager                                             $23              $69             $119             $253
Investment Grade Bond                                     $21              $65             $111             $238
Asset Manager: Growth                                     $24              $73             $125             $266
Index 500                                                 $18              $56              $96             $206
Contrafund                                                $22              $69             $118             $251
Alger American Growth                                     $23              $71             $122             $260
Alger American Income and Growth                          $23              $72             $123             $262
Alger American Small-Cap                                  $24              $74             $126             $269
Alger American Balanced                                   $27              $82             $139             $295
Alger American MidCap                                     $24              $73             $124             $265
Alger American Leveraged AllCap                           $26              $80             $137             $290
MFS Emerging Growth                                       $25              $77             $132             $281
MFS Utilities                                             $25              $77             $132             $281
MFS World Governments                                     $25              $77             $132             $281
MFS Research                                              $25              $77             $132             $281
MFS Growth With Income                                    $25              $77             $132             $281
Morgan Stanley Emerging Markets Equity                    $33             $100             $169             $353
Morgan Stanley Global Equity                              $27              $82             $140             $296
Morgan Stanley International Magnum                       $27              $82             $140             $296
Morgan Stanley Asian Equity                               $27              $83             $142             $300
Morgan Stanley U.S. Real Estate                           $26              $80             $137             $291
</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.
<PAGE>
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
27.  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.

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 24 and "Annuity  Income  Options,"
       page 25).

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.
       VIPF  offers  the  following  portfolios:   Money Market,  Equity-Income,
       Growth, High Income and Overseas Portfolios. VIPF II offers the following
       portfolios:    Asset  Manager,  Investment  Grade   Bond,  Asset Manager:
       Growth,  Index 500, and Contrafund Portfolios.  The Alger  American  Fund
       offers the following portfolios: Alger American  Growth,  Alger  American
       Income and Growth,  Alger American Small Capitalization,  Alger  American
       Balanced, Alger American  MidCap Growth,  and  Alger  American  Leveraged
       AllCap  Portfolios.  The MFS  Trust  offers  the  following portfolios or
       series   in   connection   with  this Policy:  MFS Emerging  Growth,  MFS
       Utilities,  MFS  World  Governments,   MFS  Research  and MFS Growth With
       Income. The  Morgan  Stanley  Fund  offers the  following  portfolios  in
       connection  with   the   Policy: Emerging Markets Equity,  Global Equity,
       International   Magnum,  Asian  Equity  and  U.S. Real Estate Portfolios.
       Each  of  the twenty-six Subaccounts of the Account invests solely in the
       corresponding portfolio  of  the Funds.  The assets of each portfolio are
       held  separately  from  the  other  portfolios  and  each   has  distinct
       investment   objectives   and   policies  which  are   described  in  the
       accompanying prospectuses for the Funds.  (See "The Funds," page 13).

4.     INVESTMENTS IN THE FIXED ACCOUNT.
       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 17).

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 
<PAGE>
       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 18).

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  issue  date,  the
       accumulation value is allocated among the Subaccounts or Fixed Account in
       accordance   with  the   allocation   instructions.   (See "Allocation of
       Premium," page 18).

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. This charge
       will be deducted pro rata from each Subaccount  (and,  if applicable, the
       Fixed Account) in which the Policyowner is invested. 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 19).

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.  An 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 22). 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 21).  Certain
       withdrawals  may also be  subject  to a  federal  penalty  tax as well as
       federal  income tax.  (See,  "Federal  Tax  Matters,"  page 27).  Full or
       partial  withdrawals  from the Fixed  Account may be deferred for up to 6
       months from the date of written request.

9.     WHAT ARE THE CHARGES UNDER MY POLICY?

       In  order to permit investment of the 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
       22). 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 22). 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 21 and 19).   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
       21).

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
       24).

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 
<PAGE>
       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 20).

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.

ACCUMULATION UNIT VALUES
<TABLE>
<CAPTION>

Following  are the  accumulation  unit values for the  Subaccounts  as of May 3,
1996, when contracts  offered by this  prospectus were first sold,  December 31,
1996.  The number of  outstanding  accumulation  units in each  Subaccount as of
December 31, 1996 are also shown.

Accumulation Unit Value                                                              Number of Accumulation Units
as of:                                                                               Outstanding as of:

                                     May 3, 1996            December 31, 1996        December 31, 1996 
                                   ----------------         -----------------        ----------------- 
<S>                                    <C>                      <C>
Money Market......................       1.00                     1.026                15,869,778.333 
Equity-Income.....................      19.14                    20.839                   551,718.634   
Growth............................      29.37                    30.857                   226,023.653                             
High Income.......................      11.49                    12.407                   299,530.417
Overseas..........................      17.65                    18.670                   172,406.380
Asset Manager.....................      15.18                    16.778                   258,707.467
Inv. Grade Bond...................      11.45                    12.130                   172,451.380 
Asset Manager Growth..............      12.01                    13.611                    86,482.891
Index 500.........................      76.17                    88.329                    64,463.927  
Contrafund........................      14.54                    16.411                   519,665.283
Alger American Growth.............      32.93                    34.999                   160,462.146
Income and Growth.................      18.34                    21.100                    93,065.918
Small Cap.........................      43.60                    40.681                   171,379.211
Balanced..........................      14.19                    14.891                    82,765.699
MidCap............................      21.56                    21.555                   306,351.796
Leveraged AllCap..................      19.53                    19.353                   134,998.680
MFS Emerging Growth...............      13.00                    13.231                   587,316.940
MFS Utilities.....................      12.56                    14.768                   162,085.914
MFS World Governments.............       9.96                    10.495                    45,205.346
MFS Research*.....................         -                        -                          -
MFS Growth With Income*...........         -                        -                          -
Emerging Markets Equity*..........         -                        -                          -
Global Equity*....................         -                        -                          -
International Magnum*.............         -                        -                          -
Asian Equity*.....................         -                        -                          -
U.S. Real Estate*.................         -                        -                          -

* No activity prior to December 31, 1996.
</TABLE>
<PAGE>
PERFORMANCE DATA

Separate  Account  VA-2  may  advertise   certain   information   regarding  the
performance of the  Subaccounts.  Performance  data may be advertised as average
annual total return and/or cumulative total return.  The Money Market Subaccount
may  advertise  yield and/or  effective  yield.  The yield  figures are based on
historical earnings and are not intended to indicate future  performance.  Other
Subaccounts may advertise current yield. Details on how performance measures are
calculated  for  the  Subaccounts  are  found  in the  Statement  of  Additional
Information. Performance advertising will reflect the mortality and expense risk
charge and the annual policy fee.


AVLIC AND THE ACCOUNT

AMERITAS VARIABLE LIFE INSURANCE COMPANY

Ameritas  Variable Life  Insurance  Company  ("AVLIC") is a stock life insurance
company  organized in the State of Nebraska.  AVLIC was incorporated on June 22,
1983 and commenced  business  December 29, 1983. AVLIC is currently  licensed to
sell life insurance in 46 states and the District of Columbia. AVLIC's financial
statements may be found at page 10 of the Statement of Additional Information.

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

On April 1, 1996 Ameritas Life consummated an agreement with AmerUs Life whereby
AVLIC became a wholly-owned  subsidiary of a newly formed holding company,  AMAL
Corporation.  Under terms of the agreement the AMAL Corporation is 66% owned  by
Ameritas Life and 34% owned by AmerUs Life.  AmerUs Life has options to purchase
an  additional interest in AMAL Corporation if certain conditions are met.

Ameritas Life and its subsidiaries had total assets at December 31, 1996 of over
$2.9  billion.  AmerUs Life  had  total  assets  as of December 31, 1996 of over
$4.3 billion.

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

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

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
asset allocation, 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
<PAGE>
supervision  of the  management  or  investment  policies  or  practices  of the
Account. For state law purposes, the Account is treated as a Division of AVLIC.

THE FUNDS
There are  currently  twenty-six  Subaccounts  within the Account  available  to
Policyowners  for new  allocations.  Each  Subaccount of the Account will invest
only in the shares of a corresponding  portfolio of the VIPF, VIPF II, The Alger
American Fund, the MFS Fund and the Morgan Stanley Universal Funds (collectively
the "Funds".) Each Fund is registered with the SEC under the Investment  Company
Act of 1940 as an open-end management investment company.

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

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

The  Leveraged  AllCap  Portfolio  may borrow money to increase its portfolio of
securities, and may purchase or sell options and enter into futures contracts on
securities  indexes  to  increase  gain or to hedge the value of the  Portfolio.
Certain of the  portfolios  are permitted to invest a portion of their assets in
non-investment  grade, high risk debt securities;  these portfolios  include The
High Income,  Equity-Income,  Asset Manager: Growth, Asset Manager Portfolios of
the  Fidelity  Funds,  and  the  Research  Portfolio  of the MFS  Fund.  Certain
portfolios  are  designed  to  invest a  substantial  portion  of  their  assets
overseas,  such as the Overseas  Portfolio of VIPF and the International  Magnum
Portfolio of the Morgan Stanley Fund. Other  portfolios  invest primarily in the
securities  markets  of  emerging  nations.  Investments  of this  type  involve
different  risks than  investments in more  established  economies,  and will be
affected by greater  volatility of currency  exchange rates and overall economic
and political  factors.  Such portfolios include the Emerging Markets Equity and
Asian Equity  Portfolios of the Morgan Stanley Fund. The Emerging Markets Equity
Portfolio may also invest in non-investment grade, high risk debt securities and
securities of Russian  companies.  Investment  in Russian  companies may involve
risks  associated with that nation's system of share  registration  and custody.
Securities of non-U.S.  issuers (including issuers in emerging nations) may also
be purchased by each of the  portfolios  of the MFS Trust and the Global  Equity
Portfolio of the Morgan  Stanley  Fund.  Investments  acquired by the U.S.  Real
Estate  Portfolio  of the  Morgan  Stanley  Fund  may be  subject  to the  risks
associated  with the direct  ownership of real estate and direct  investments in
real estate investment  trusts.  Further  information about the risks associated
with  investments  in each of the  Funds  and  their  respective  portfolios  is
contained in the prospectus relating to that Fund. These prospectuses,  together
with this Prospectus, should be read carefully and retained.

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

The Account will  purchase and redeem  shares from the Funds at net asset value.
Shares will be redeemed to the extent  necessary  for AVLIC to collect  charges,
pay the  Surrender  Values,  partial  withdrawals,  and make policy  loans or to
transfer  assets among  Investment  Options as requested  by  Policyowners.  Any
dividend or capital  gain  distribution  received  from a portfolio of the Funds
will be reinvested  immediately  at net asset value in shares of that  portfolio
and retained as assets of the corresponding Subaccount.

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

PORTFOLIO                  INVESTMENT POLICIES                                     OBJECTIVE
<S>                       <C>                                                     <C>   
Money Market1              High-quality U.S. dollar denominated money market       Seeks to obtain as high a level of current 
                           instruments of domestic and foreign Issuers.            income as is consistent with preserving    
                           (Commercial Paper, Certificate of Deposit.)             capital and providing liquidity.            
                                                                                   
Equity-Income1             At least 65% in income producing common or preferred    Seeks reasonable income by investing primarily 
                           stock.  The remainder will normally be invested in      in income producing equity securities.  The goal 
                           convertible and non-convertible debt obligations.       is to achieve a yield in excess of the composite
                                                                                   yield of the Standard & Poor's 500 Composite  
                                                                                   Stock Price Index. 
                                                                                    
Growth1                    Portfolio purchases normally will be common stocks of   Seeks to achieve capital appreciation by 
                           both  well-known established companies and smaller,     investing primarily in common stocks.  
                           less-known companies,  although the investments  are    
                           not  restricted  to any one  type   of   security. 
                           Dividend income will only be  considered  if it might
                           have an effect on stock values.  

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

Overseas1                  At  least  65%  invested  in  securities  of  issuers   Seeks long-term growth of capital primarily 
                           outside  of  North America.  Most issuers will be       through investments in foreign securities.
                           located in developed  countries 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 Dividends, Utility),  bonds      Seeks to obtain high total return with reduced 
                           (Government, Agency, Mortgage  backed,  Convertible     risk over the long term by allocating its assets
                           and Zero Coupon) and money  market  instruments.        among domestic and foreign stocks, bonds, and 
                                                                                   short-term fixed-income securities.
                                                                                  
Investment                 A portfolio of investment grade fixed-income            Seeks as high a level of current income as is 
Grade Bond2                securities with a dollar weighted average maturity      consistent with the preservation of capital.
                           of less than ten years.             

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

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

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

         1 VIPF
         2 VIPF II
<PAGE>
<TABLE>
<CAPTION>
ALGER
AMERICAN FUND

PORTFOLIO                  INVESTMENT POLICIES                                      OBJECTIVE
<S>                       <C>                                                      <C> 
Growth                     The  Portfolio  will  invest its assets in  companies    Seeks long-term capital appreciation. 
                           whose securities are traded on domestic stock  
                           exchanges or in the  over-the-counter market. Except
                           during temporary defensive periods, the Portfolio 
                           will invest at least 65% of its total assets in the 
                           securities of companies that have a  total market 
                           capitalization of $1 billion or greater.

Income and                 The  Portfolio  attempts  to  invest  100%  of its       Seeks to provide a high level of dividend
Growth                     assets, and except during temporary defensive            income to the extent consistent with prudent
                           periods, it is a fundamental policy of the Portfolio     investment management.  Capital appreciation
                           to invest, at least 65% of its total assets in           is a secondary objective of the Portfolio.
                           dividend paying equity securities.
                                                                     
Small Capitalization       Except during temporary defensive periods, the           Seeks long-term capital appreciation. 
                           Portfolio invests at least 65% of its total assets in
                           equity securities of companies that, at the time of
                           purchase of the securities, have total market 
                           capitalization within the range of companies 
                           included in the Russell 2000 Growth Index or the S&P 
                           SmallCap 600 Index, updated quarterly.  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 those Indexes and
                           in excess of that amount (up to 100% of its assets) 
                           during temporary defensive periods.

Balanced                   The Portfolio will invest its assets in common stocks    Seeks current income and long-term capital
                           and investment grade preferred  stock  and  debt         appreciation by investment in common stocks
                           securities  as  well  as  securities  convertible        and fixed income securities, with emphasis
                           into common stocks.  Except during defensive periods,    on income producing securities which appear to
                           it is anticipated that 25% of the portfolio assets       have some potential for capital appreciation.
                           will be invested in fixed income senior securities.
                                                                                         
MidCap Growth              Except during temporary defensive periods, the           Seeks long-term capital appreciation.
                           Portfolio invests at least 65% of its total assets in
                           equity securities of companies that, at the time of
                           purchase of the securities, 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 capitalization companies.  The
                           Portfolio may invest up to 35% of its  total assets
                           in securities that, at the time of purchase, have
                           total market capitalization outside the range of 
                           companies included in the S&P MidCap 400 Index and in
                           excess of that amount (up to 100% of its assets) 
                           during temporary defensive periods.

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

Emerging Growth Series     At least 80% normally will be invested  in equity        Seeks to provide long-term capital growth;  
                           securities of emerging growth companies.  Up to 25%      dividend and interest income is incidental.
                           may be invested in  foreign  securities not including
                           ADRs.

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

World Governments Series   At least  80%  normally  will be invested  in  debt      Seeks to provide long-term growth of capital and
                           securities.   May invest up to 100%  of  assets  in      future income.
                           foreign securities, including emerging market
                           securities.

Research Series            Invests  in  common  stocks or securities convertible    Seeks to provide long-term growth of capital
                           into common  stocks of companies believed to possess     and future income.
                           better than average prospects for long-term  growth.
                           Up to 10% may be invested in  non-investment
                           grade  debt;  up to 20% may be  invested  in  foreign
                           securities (including emerging market issues.)

Growth With Income Series  At least 65% will  normally  be  invested  in common     Seeks to provide reasonable current income and
                           stocks or  securities convertible into common stocks     long-term growth of capital and income.
                           of companies  believed to have  long-term prospects
                           for growth and  income. Expects  to  invest not  more
                           than 15% in foreign securities (including emerging
                           market issues.)                                
                                                            
</TABLE>
<TABLE>
<CAPTION>
MORGAN STANLEY
FUNDS

PORTFOLIO                  INVESTMENT POLICIES                                      OBJECTIVE
<S>                       <C>                                                      <C>
Emerging Markets Equity    Invests primarily in equity securities of emerging       Long-term capital appreciation.
                           market country issuers with a focus on those countries
                           whose economies the portfolio's adviser believes to 
                           be developing strongly and in which markets are 
                           becoming more sophisticated.

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

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

Asian Equity               Invests  primarily  in equity  securities  of            Long-term capital appreciation.
                           Asian   issuers,    excluding Japan, using an
                           approach that is oriented  to the  selection  of
                           individual stocks believed  by  the portfolio's 
                           adviser to be undervalued.

U.S. Real Estate           Invests primarily in equity securities of companies      Above-average current income and long
                           primarily engaged in the U.S. real estate industry,      term capital appreciation.
                           including real estate investment trusts. 
</TABLE>
<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 5). A
complete  description  of the expenses,  fees,  and charges of the portfolios is
found in the Funds' prospectuses and Statements of Additional Information.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

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

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

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


FIXED ACCOUNT

Owners may elect to allocate all or a portion of their  premium  payments to the
Fixed Account and they may also transfer monies from the Separate Account to the
Fixed Account or from the Fixed Account to the Separate Account, subject to 
certain restrictions. (See "Transfers," page 19.)

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.
<PAGE>
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").

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 is used to determine policy  anniversary dates and policy years.
On the  Issue  Date,  the  Policy  Date  will be the date two days  after  AVLIC
received the application and initial  premium.  If the Policy Date would fall on
the 29th,  30th, or 31st of a month, the Policy Date will be set at the 28th day
of that month.


ALLOCATION OF PREMIUM

In the application  for a Policy,  the owner allocates the net premium to one or
more Subaccounts of the Account and/or to the Fixed Account. Allocations must be
whole number percentages and must total 100%.

On the Issue Date,  the policy's  Accumulation  Value will be based on the Money
Market  Subaccount  value as if the Policy had been  issued and the  initial Net
Premium  invested  within  two  Valuation  Dates  of  receipt  by  AVLIC  of the
application and initial premium.

The  Accumulation  Value is  allocated on the issue date of the Policy to one or
more Subaccounts of the Account or to the Fixed Account.  The Accumulation Value
will be used to purchase accumulation units of the Subaccounts of the Account or
the Fixed Account at the price next computed on the issue 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  Accumulation  Value  will be  allocated  to the Money  Market  Subaccount.
Thirteen days after the issue date, the accumulation value of the Policy will be
allocated  among the  Subaccounts,  or to the Fixed Account,  as selected by the
owner in the application.
<PAGE>
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.

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.  This  charge  will be  deducted  pro rata from each
Subaccount  (and, if applicable,  the Fixed Account) in which the Policyowner is
invested.  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.  This provision is not available while dollar cost averaging
from the Fixed  Account.  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.

The registered  representative noted on your application will have the authority
to  initiate   telephone   transfers.   If  you  do  not  wish  your  registered
representative to have this authority, you must specify this in the application.

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

AVLIC  may  offer  systematic   programs  as  discussed   below.   Transfers  of
Accumulation   Value  made  pursuant  to  these  programs  will  be  counted  in
determining  whether the  transfer  fee applies.  Lower  minimum  amounts may be
allowed to transfer as part of a systematic  program.  All other normal transfer
restrictions,  as  described  above,  apply.  There is no  separate  charge  for
participation in these programs at this time.

PORTFOLIO  REBALANCING.  Under the Portfolio  Rebalancing program, the Owner can
instruct  AVLIC to  allocate  Accumulation  Value among the  Subaccounts  of the
Account,  on a  systematic  basis,  in  accordance  with allocation instructions
specified by the Owner.  The Fixed Account can not be used in this program.

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

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.  Use of  Systematic
Programs may not be advantageous, and does not guarantee success.

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 or custodial IRA annuity refunds will be a return of premium
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, 
<PAGE>
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.

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.
<PAGE>
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,  in a Policy Year, 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 23).

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 25).

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

TAXES

AVLIC will,  where such taxes are imposed by state law of the 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 
<PAGE>
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 27). 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
27). 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 25).

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.
<PAGE>
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 26).  Payments under the Policy of any amounts
derived from a premium paid by check may be delayed until such time as the check
has cleared the payor's bank.  If, at the time the owner makes a partial or full
withdrawal request, he or she has not provided 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 27).

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.
<PAGE>
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 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.
<PAGE>
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

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

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

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


REPORTS AND RECORDS

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

FEDERAL TAX MATTERS

INTRODUCTION

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

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

No  representation  is  made as to the  likelihood  of the  continuation  of the
present federal income tax laws or of the current interpretation by the Internal
Revenue Service.  Moreover,  no attempt has been made to consider any applicable
state or other tax laws, other than premium taxes. (See "Taxes," page 22).

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
<PAGE>
exception to this rule is the treatment  afforded to owners that are not natural
persons.  Generally,  an owner  of a Policy  who is not a  natural  person  must
include in income any  increase in the excess of the owner's cash value over the
owner's  "investment  in  the  policy"  during  the  taxable  year,  even  if no
distribution occurs.  There are, however,  exceptions to this rule which you may
wish to discuss  with your tax  counsel.  The  following  discussion  applies to
Policies owned by natural persons.

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

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

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

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

QUALIFIED POLICIES. The rules governing the tax treatment of distributions under
qualified  plans vary according to the type of plan and the terms and conditions
of the plan itself. Generally, in the case of a distribution to a participant or
beneficiary  under a Policy  purchased in connection with these plans,  only the
portion of the payment in excess of the "investment in the policy"  allocated to
that  payment is subject  to tax.  The  "investment  in the  policy"  equals the
portion of plan contributions  invested in the Policy that was not excluded from
the  participant's  gross  income,  and may be zero.  In  general,  for  allowed
withdrawals,  a ratable portion of the amount received is taxable,  based on the
ratio of the  investment  in the policy to the total  Policy  value.  The amount
excluded  from a taxpayer's  income will be limited to an aggregate cap equal to
the  investment  in the  policy.  The  taxable  portion of annuity  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
AMAL Corporation and an affiliated  company of AVLIC,  will act as the principal
underwriter of the Policies pursuant to an Underwriting Agreement between itself
and  AVLIC.  Investment  Corp.  was  organized  under  the laws of the  State of
Nebraska on December 29, 1983, and is a broker/dealer registered pursuant to the
Securities  Exchange  Act of 1934 and a member of the  National  Association  of
Securities Dealers, Inc. The Policies are sold by individuals who are registered
representatives  of  Investment  Corp.  and who are  licensed as life  insurance
agents  for  AVLIC.   Investment  Corp.  and  AVLIC  may  authorize   registered
representatives of other registered  broker/dealers to sell the Policies subject
to applicable law.

Registered  Representatives  who sell the Policy will receive  commissions based
upon a  commission  schedule.  After  issuance of the Policy,  commissions  will
equal, at most, 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.

The gross variable annuity compensation  received by Investment Corp. on AVLIC's
variable annuities was $10,067,075 for 1996; $6,896,847 for 1995; and $7,647,138
for 1994.
<PAGE>
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.

THIRD PARTY SERVICES

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

VOTING RIGHTS

To the extent required by law, the portfolio  shares held in the Account will be
voted  by  AVLIC  at  shareholder  meetings  of the  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.

Prior to the annuity date, the owner holds a voting  interest in each Subaccount
to which the accumulation value is allocated.

The  number of votes  which are  available  to an owner  will be  determined  by
dividing the  accumulation  value  attributable to a Subaccount by the net asset
value per share of the applicable portfolio. In determining the number of votes,
fractional shares will be recognized.

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

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.

On and after the Annuity Date, there are no voting rights because amounts are no
longer held in the Account.

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.
<PAGE>
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........................................................  7
DISTRIBUTION OF THE POLICY.................................................  8
SAFEKEEPING OF ACCOUNT ASSETS .............................................  8
AVLIC .....................................................................  9
STATE REGULATION...........................................................  9
LEGAL MATTERS..............................................................  9
EXPERTS....................................................................  9
OTHER INFORMATION..........................................................  9
FINANCIAL STATEMENTS.......................................................  9
</TABLE>
<PAGE>
APPENDIX A

LONG TERM MARKET TRENDS

The information  below covering the period of 1926-1996 is an examination of the
basic  relationship  between risk and return among the different  asset classes,
and between nominal and real (inflation  adjusted)  returns.  The information is
provided because the Policyowners  have varied investment  portfolios  available
which have different  investment  objectives and policies.  The chart  generally
demonstrates  how different  classes of investments  have  performed  during the
period. The study of asset returns provides a period long enough to include most
of the major types of events that investors have  experienced in the past.  This
is  a  historical  record  and  is  not  intended  as  a  projection  of  future
performance.

The graph  depicts  the  growth of a dollar  invested  in common  stocks,  small
company stocks,  long-term government bonds,  Treasury bills, and a hypothetical
asset  returning the inflation  rate over the period from the end of 1925 to the
end of 1996. 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 71-year  period:  investments of one dollar would have grown to $1,370.95
and $4,495.99  respectively,  by year-end 1996. 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 $33.73. 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 71 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 1926-1996 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 1997 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  Policyowners  have varied
investment options available.  The investment options,  except the Fixed Account
and the Money Market Account, involve investments in the stock market. The S & P
500 is generally regarded as an accurate composite of the overall stock market.

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

                          %
          YEAR          CHANGE
- -------------------------------------
<S>      <C>            <C>
 1        1972           18.90              Omitted graph depicts the activity      
 2        1973          -14.77              of the S&P 500 Index for the years
 3        1974          -26.39              1971-1996.                        
 4        1975           37.16                  
 5        1976           23.57
 6        1977           -7.42
 7        1978            6.38
 8        1979           18.20
 9        1980           32.27
10        1981           -5.01
11        1982           21.44
12        1983           22.38
13        1984            6.10
14        1985           31.57
15        1986           18.56
16        1987            5.10
17        1988           16.61
18        1989           31.69
19        1990           -3.14
20        1991           30.45
21        1992            7.61
22        1993           10.08
23        1994            1.32
24        1995           37.58
25        1996           22.96
</TABLE>

THE CHART ASSUMES THE RETURN  EXPERIENCED BY THE STANDARD & POOR'S 500 INDEX FOR
THE LAST 25 YEARS.  THE CHART  ASSUMES THAT  DIVIDENDS ARE  REINVESTED  INTO THE
INDEX.  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.  THE POLICY IS NOT SPONSORED,  ENDORSED,
SOLD OR PROMOTED BY STANDARD & POOR'S.
<PAGE>
APPENDIX C








                              QUALIFIED DISCLOSURES





                   *        Information Statement For:

                            408(b) IRA Plans
                            408(k) SEP Plans
                            408(p) SIMPLE Plans (if available)


                   *        Information Statement For:

                            401(a) Pension/Profit Sharing Plans
                            403(b) ERISA Plans
                            403(b) Tax Sheltered Annuity (TSA) Plans-Withdrawal 
                            Restrictions



                 AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO
<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).

Acknowledgment 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
    408(p) Savings Incentive Match (SIMPLE) Plans (if available)........   QD-1

Information Statement
    401(a) Pension/Profit Sharing Plans.................................   QD-7
    403(b) ERISA Plans
    403(b) Tax Sheltered Annuity (TSA) Plans-Withdrawal Restrictions
<PAGE>
AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO


                            INFORMATION STATEMENT
                408(B) INDIVIDUAL RETIREMENT ANNUITY (IRA) PLANS
                408(K) SIMPLIFIED EMPLOYEE PENSION (SEP) PLANS
                408(P) SAVINGS INCENTIVE MATCH (SIMPLE) PLANS (IF AVAILABLE)

- --------------------------------------------------------------------------------
For  purchasers of a 408(b)  Individual  Retirement  Annuity (IRA) Plan,  408(k)
Simplified  Employee  Pension  (SEP) Plan,  or 408(p)  Savings  Incentive  Match
(SIMPLE) Plan (if available), please review the following:

PART 1.  PROCEDURE FOR REVOKING THE IRA 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, 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,  a Simplified  Employee  Pension Plan
(SEP)  or for a salary  reduction  Simplified  Employee  Pension  Plan  (SARSEP)
established  prior to January 1, 1997. A separate  policy must be purchased  for
each individual under each plan. In addition, AVLIC's Overture Annuity III-P, at
some point after  December 31 1996,  may be made  available  for use as a SIMPLE
IRA, if AVLIC determines such use is appropriate under applicable law.

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 (or employee's spouse) participates in a qualified employer-sponsored
  retirement plan.

  ROLLOVER  IRA:  This is an IRA plan  purchased  with your  distributions  from
  another  IRA  (including  a SEP,  SARSEP or  SIMPLE  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 less  taxable  compensation,  if any,  for the tax year  than the
  working spouse, and is under age 70 1/2 at the end of the tax year.

  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.

  SIMPLIFIED EMPLOYEE PENSION PLAN (SEP): 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.

  SALARY REDUCTION  SIMPLIFIED  EMPLOYEE  PENSION PLAN (SARSEP):  An employee is
  eligible to participate in a SARSEP plan based on eligibility requirements set
  forth in form  5305A-SEP or the plan document  provided by the  employer.  New
  SARSEP  plans  may  not be  established  after  December  31,  1996.  SARSEP's
  established  prior to January 1, 1997,  may continue to receive  contributions
  after  1996,  and new  employees  hired  after  1996  are  also  permitted  to
  participate in such plan if it was established prior to 1997.

  SAVINGS  INCENTIVE MATCH PLAN FOR EMPLOYEES OF SMALL  EMPLOYERS  (SIMPLE PLAN)
  (IF AVAILABLE):  An employee is eligible to participate in a SIMPLE Plan based
  on eligibility requirements set forth in Form 5305-SIMPLE or the plan document
  provided by the employer.

  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 (or for  Spousal
  IRA's, the combined  compensation of the spouses reduced by any deductible IRA
  contribution  made by the  working  spouse).  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)  established prior to January 1, 1997, premiums made
  by  salary  reduction  are  limited  to  $7,000  (adjusted  for cost of living
  increases). Also, if the Company determines that the contract can be used as a
  SIMPLE IRA under  applicable law,  premiums under such plan will be limited to
  permissible levels of annual employee elective  contributions ($6,000 adjusted
  for cost of living  increases)  plus the  applicable  percentage  of  employer
  matching  contributions  (up to 3% of compensation)  or employer  non-elective
  contributions  (2% of compensation  for each eligible  employee subject to the
  cap under Section 401(a)(17) as adjusted for cost of living increases).



                                      QD-1                               IRA/SEP
                                                            ANNUITY III-P; 12/96
<PAGE>
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
  compensation  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 also are not tax deductible.

   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  (including  SEP's,
        SARSEP's,  and SIMPLE IRA's).  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.  Distributions  from a
        SIMPLE IRA may not be rolled  over to an IRA (which  isn't a SIMPLE IRA)
        during the 2 year period following the date you first participate in any
        qualified salary reduction arrangement under a SIMPLE Plan maintained by
        your employer.

   (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  (made  at  least  annually)  for  10  years  or  more;  (2)
distributions  attributable  to  after-tax  employee  contributions  to a 401(a)
Qualified  Retirement  Plan  or  TSA,  or  attributable  to  non-deductible  IRA
contributions;  (3) required minimum distributions made during or after the year
you reach age 70 1/2 or, if later and applicable,  the year in which you retire;
(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.

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 maximum  combined  contribution  to the Spousal IRA
and "working  spouse's"  IRA for tax years after 1996,  is the lesser of 100% of
the combined  compensation  of both spouses which is includable in gross income,
reduced  by the  amount  allowed  as a  deduction  to the  "working"  spouse for
contribution  to his or her  own  IRA or  $4,000.  No more  than  $2,000  may be
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 taxable compensation 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.  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.  After
December  31,  1996,  new SARSEP plans may not be  established.  Employees  may,
however,  continue to make salary  reductions to a SARSEP plan established prior
to January 1, 1997.  In addition,  employees  hired after  December 31, 1996 may
participate in SARSEP plans established by their employers prior to 1997.

SIMPLE  IRA:  Contributions  to a SIMPLE IRA (if  available)  may not exceed the
permissible  amounts of employee  elective  contributions  and required employer
matching contributions or non-elective  contributions.  Annual employee elective
contributions  must be  expressed as a percentage  of  compensation  and may not
exceed $6,000 (adjusted for cost of living  increases).  If an employer elects a
matching  contribution  formula,  employers  are  generally  required  to  match
employee contributions dollar for dollar up to 3% of the employee's compensation
for the year. An employer may elect a lower  percentage match (not below 1%) for
a year,  provided  certain notice  requirements are satisfied and the employer's
election will not result in the matching  percentage being lower than 3% in more
than 2 of the 5 years in the  5-year  period  ending  with that  calendar  year.
Alternatively, an employer may elect to make non-elective contributions of 2% of
compensation for all employees  eligible to participate in the plan and who have
at least $5,000 in compensation for the year. The employer must notify employees
of this election within specified timeframes. "Compensation" for purposes of the
2%  non-elective  contribution  option may not exceed the limit on  compensation
under Code Section 401(a)(17) ($150,000, adjusted for cost of living increases).

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 already withdrawn your entire
balance by this date, you may elect to receive the entire value of your IRA Plan
on or before the RBD 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 for as long as you live, or for as long as you and your beneficiary live.






IRA/SEP                             QD-2
ANNUITY III-P; 12/96
<PAGE>
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 by the time
distributions are required to begin. With the recalculation  method, if a person
whose life expectancy is  recalculated  dies, his or her life expectancy will be
zero in all subsequent  years.  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 entire benefit will be
paid to the  beneficiary  no  later  than  December  31,  of the  calendar  year
containing the fifth anniversary of the Annuitant's death. Also, if a designated
beneficiary is the spouse, the life annuity distribution must begin by the later
of  December  31 of  the  calendar  year  following  the  calendar  year  of the
Annuitant's  death or December  31 of the year in which you would have  attained
age 70 1/2. If your  designated  beneficiary  is not your  spouse,  life annuity
distributions must begin by 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. SEP  contributions  must be made by the due date of the Employer's
tax return (including extensions).  SIMPLE IRA contributions, if permitted, must
be made by the tax return due date for the employer  (including  extensions) for
the year for which the  contribution  is made.  Note, an employer is required to
make SIMPLE plan contributions  attributable to employee elective  contributions
as soon as it is administratively feasible to segregate these contributions from
the employer's  general  assets,  but in no event later than the 30th day of the
month following the month in which the amounts would have otherwise been payable
to the employee in cash.

DEDUCTIBLE IRA  CONTRIBUTIONS:  The amount of permissible  contributions to your
IRA  may or may  not  be  deductible.  If you or  your  spouse  are  not  active
participants  in  an  employer   sponsored   retirement  plan,  any  permissible
contribution you make to your IRA will 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 a separate  tax return from your spouse,  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.  SEP, SARSEP and SIMPLE plan contributions are
not deductible by you.

NON-DEDUCTIBLE IRA CONTRIBUTIONS:  It is possible for you to make non-deductible
contributions  to your  IRA (not  including  SIMPLE  IRA's)  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  ($4,000
combined when a spousal IRA is also involved),  or (2) 100% of your compensation
(or,  if a  Spousal  IRA is  involved,  100% of you and your  spouse's  combined
compensation,  reduced by the amount of any deductible IRA contribution  made by
the "working" spouse).  IF YOU WISH TO MAKE A NON-DEDUCTIBLE  CONTRIBUTION,  YOU
MUST REPORT THIS ON YOUR TAX RETURN BY FILING  FORM 8606  (NON-DEDUCTIBLE  IRA).
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  excludable from
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.

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.




                                     QD-3                                IRA/SEP
                                                            ANNUITY III-P; 12/96
<PAGE>
PREMATURE IRA DISTRIBUTIONS:  There is a 10% penalty tax on amounts  distributed
prior to the attainment of age 59 1/2, except for: (1)  distributions  made to a
beneficiary on or after the owner's death; (2) distributions attributable to the
owner's  being  disabled:  (3)  distributions  that  are  part  of a  series  of
substantially  equal periodic  payments (made at least annually) for the life of
the  annuitant  or the joint lives of the  annuitant  and his  beneficiary;  (4)
distributions made on or after January 1, 1997 for medical expenses which exceed
7.5% of the annuitant's  adjusted gross income; or (5) distributions  made on or
after January 1, 1997, to purchase  health  insurance for the individual  and/or
his or her  spouse  and  dependents  if he or  she:  has  received  unemployment
compensation for 12 consecutive weeks or more; the distributions are made during
the tax year that the  unemployment  compensation  is paid or the  following tax
year; and the individual has not been  re-employed for 60 days or more. The part
of a distribution attributable to non-deductible contributions is not includable
in income and is not subject to the 10% penalty. In addition, distributions from
a SIMPLE Plan during the  two-year  period  beginning  on the date the  employee
first  participated  in the  employer's  SIMPLE  Plan will be  subject  to a 25%
(rather than 10%) premature distribution penalty tax.

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;  or 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.  Payments  must be made in
intervals which do not exceed one year.  Payments must be  non-increasing or may
increase only as provided in Q & A F-3 of Section  1.401(a)(9)-1 of the Proposed
Income Tax Regulations.  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  ($160,000  in  1997).  Excess
distributions are subject to a 15% excise tax. The tax is reduced by any payment
of the 10% excise tax on early  withdrawals.  Among the items  excluded from the
excise tax are distributions  after the death of the participant,  distributions
payable (and taxable) 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 ($160,000 in 1997),  payable over your life
expectancy prior to death.

UNDER  FEDERAL  LEGISLATION  SIGNED  INTO LAW IN 1996,  THE EXCESS  DISTRIBUTION
PENALTY TAX DESCRIBED  ABOVE IS SUSPENDED FOR  DISTRIBUTIONS  MADE IN 1997, 1998
AND 1999.  DISTRIBUTIONS  DURING THIS 3-YEAR  "HOLIDAY"  WILL BE TREATED AS MADE
FIRST FROM  "NON-GRANDFATHERED"  AMOUNTS.  THIS SUSPENSION DOES NOT APPLY TO THE
EXCESS ACCUMULATION PENALTY TAX WHICH MAY APPLY AT YOUR 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
your regular Form 1040. For further  information,  consult the  instructions for
Form  5329  (Additional  Taxes   Attributable  to  Qualified   Retirement  Plans
(including IRA's),  Annuities, and Modified Endowment Contracts),  Form 8606 and
IRS Publication 590.

TAX  ADVICE:  AVLIC  is  providing  this  general  information  as  required  by
regulations issued under 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.

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 AMERITAS IRA PLAN:

INTERNAL REVENUE SERVICE APPROVAL LETTER: AVLIC will re-apply, due to changes in
the law  effective  January 1, 1997,  for  approval  from the  Internal  Revenue
Service as to the form of OVERTURE ANNUITY III-P (Form 4786), 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


IRA/SEP                             QD-4
ANNUITY III-P; 12/96
<PAGE>
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.

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+



                                      QD-5                               IRA/SEP
                                                            ANNUITY III-P; 12/96
<PAGE>
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.




IRA/SEP                               QD-6
ANNUITY III-P; 12/96
<PAGE>
AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO

                              EMPLOYEE BENEFIT PLAN

                              INFORMATION STATEMENT

                         401(A) PENSION/PROFIT SHARING PLANS
                         403(B) ERISA PLANS
- --------------------------------------------------------------------------------
For  purchasers of a 401(a)  Pension/Profit  Sharing Plan, or 403(b) ERISA 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  subtracted  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.

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 +


                                    QD-7                                 Pension
<PAGE>
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.





        403(B) TAX SHELTERED ANNUITY (TSA) PLANS-WITHDRAWAL RESTRICTIONS
- --------------------------------------------------------------------------------
For  purchasers  of a 403(b) Tax  Sheltered  Annuity (TSA) Plan, or 403(b) ERISA
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.

                                        QD-8                                TSA
<PAGE>
Part B                                               Registration No. 33-98848




                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2

                       STATEMENT OF ADDITIONAL INFORMATION
                                       FOR
                      MULTI-PREMIUM VARIABLE ANNUITY POLICY


                                   Offered by


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


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


         This  Statement  of  Additional   Information   expands  upon  subjects
discussed  in the current  Prospectus  for the  Multi-Premium  Variable  Annuity
Policy ("Policy") offered by Ameritas Variable Life Insurance Company ("AVLIC").
You may obtain a copy of the Prospectus  dated May 1, 1997, by writing  Ameritas
Variable Life Insurance Company,  5900 "O" Street,  Lincoln,  Nebraska 68510, or
calling, 1-800-745-1112. Terms used in the current Prospectus for the Policy are
incorporated in this Statement.

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

         Dated: May 1, 1997.
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                        PAGE
<S>                                                                     <C>
GENERAL INFORMATION AND HISTORY .......................................   2
- -------------------------------
THE POLICY ............................................................   2
- ----------
          Accumulation Value...........................................   2
          ------------------
          Value of Accumulation Units .................................   2
          ---------------------------
          Calculation of Performance Data .............................   2
          -------------------------------
GENERAL MATTERS........................................................   6
- ---------------
          The Policy ..................................................   6
          ----------
          Non-Participating ...........................................   6
          -----------------
          Assignment ..................................................   6
          ----------
          Annuity Data ................................................   6
          ------------
          Ownership ...................................................   6
          ---------
          Joint Annuitant .............................................   6
          ---------------
          IRS Required Distributions ..................................   6
          --------------------------
FEDERAL TAX MATTERS ...................................................   7
- -------------------
          Taxation of AVLIC ...........................................   7
          -----------------
          Tax Status of the Policies ..................................   7
          --------------------------
          Qualified Policies ..........................................   7
          ------------------
DISTRIBUTION OF THE POLICY ............................................   7
- --------------------------
SAFEKEEPING OF ACCOUNT ASSETS .........................................   8
- -----------------------------
AVLIC .................................................................   8
- -----
STATE REGULATION ......................................................   8
- ----------------
LEGAL MATTERS  ........................................................   8
- -------------
EXPERTS ...............................................................   8
- -------
OTHER INFORMATION .....................................................   8
- -----------------
FINANCIAL STATEMENTS ..................................................   8
- --------------------
</TABLE>
<PAGE>
GENERAL INFORMATION AND HISTORY:
- --------------------------------
        In order to supplement the description in the Prospectus,  the following
provides additional information concerning the company and its history.

        As  of  April 1, 1996,  AVLIC  is  a  wholly-owned  subsidiary  of  AMAL
        Corporation,  a Nebraska stock company.   AMAL  Corporation  is  a joint
        venture  of  Ameritas Life Insurance Corp.  (Ameritas Life), which  owns
        a  majority  interest  in  AMAL Corporation;  and  AmerUs Life Insurance
        Company (AmerUs Life),  an Iowa  stock  life  insurance company,   which
        owns  a  minority  interest  in  AMAL Corporation. 

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

THE POLICY
- ----------

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

Accumulation Value
- ------------------

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

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

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

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

      (4)   any annual policy fee deducted on that valuation  date. In computing
            the accumulation value, the number of Subaccount  accumulation units
            allocated to the Policy is determined  after any transfer  among the
            Subaccounts.

Value of Accumulation Units
- ---------------------------

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

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

      (2)   a daily charge of 0.003415% (equivalent  to  an annual rate of 1.25%
            of the average daily net assets) for  mortality  and  expense risks;
            minus

      (3)   a daily charge of .0004098% (equivalent to an annual rate of .15% of
            the average daily net assets) as daily administrative fee; minus

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

      (5)   dividing the result by the total number of  accumulation  units held
            in the  Subaccount  on the  valuation  date,  before the purchase or
            redemption of any units on that date.

Calculation of Performance Data
- -------------------------------

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

      Fidelity  Management & Research  Company  (Fidelity) is the manager of the
Fidelity Funds. It maintains a large staff of experienced  investment  personnel
and a full  complement of related support  facilities.  Alger American Funds are
managed by Fred Alger Management,  Inc. It stresses  proprietary research by its
large  research team that follows  approximately  1400  companies.  MFS Variable
Insurance Trust is advised by Massachusetts  Financial Services Company.  MFS is
America's oldest mutual fund organization.  Morgan Stanley Universal Funds, Inc.
are managed by Morgan Stanley Asset Management Inc.
<PAGE>
      Performance information for any subaccount may be compared, in reports and
advertising  to: (1) the  Standard & Poor's 500 Stock  Index ("S & P 500").  Dow
Jones Industrial Average ("DJIA"),  Donahue Money Market Institutional Averages;
(2) other  variable  annuity  separate  accounts  or other  investment  products
tracked by Lipper Analytical  Services or the Variable Annuity Research and Data
Service,  widely used  independent  research  firms which rank mutual  funds and
other investment companies by overall performance,  investment  objectives,  and
assets;  and (3) the Consumer  Price Index (measure for inflation) to assess the
real rate of return  from an  investment  in a contract.  Unmanaged  indices may
assume the reinvestment of dividends but generally do not reflect deductions for
annuity charges and investment management costs.

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

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

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

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

      Table 1: The subaccounts will quote average annual returns for the period
since the underlying  portfolios  commenced operation after deducting charges at
the Separate  Account level.  Table 1 shows the average annual total return on a
hypothetical  investment in the subaccounts  for the last year, five years,  and
ten  years  if  applicable,  and/or  from the date  that  the  portfolios  began
operations  for the period ending  December 31, 1996.  The average  annual total
returns to be shown in Table 1 were  computed  by  finding  the  average  annual
compounded  rates of return over the periods shown that would equate the initial
amount  invested to the  withdrawal  value,  in  accordance  with the  following
formula:  P(1 + T) n = ERV  where  P is a  hypothetical  investment  payment  of
$1,000,  T is the average annual total return, n is the number of years, and ERV
is the withdrawal value at the end of the periods shown. The returns reflect the
mortality   and  expense  risk  charge  (1.25%  on  an  annual   basis),   daily
administrative  fee at an annual rate of .15% and the annual  policy fee.  Since
the  contract  is  intended  as a  long-term  product,  the table also shows the
average  annual  total  return  assuming  that no money was  withdrawn  from the
contract.  The  first  column  shows  the  average  annual  total  return if you
surrender  the  contract at the end of the period,  the second  column shows the
average annual return if you do not surrender the contract.
<TABLE>
<CAPTION>
                                   
                                                     Average Annual Total Return for Period Ending on 12/31/96
                                   ---------------------------------------------------------------------------------------------

                                             One Year                        Five Year                      Life of Fund
                                   ------------------------------  -----------------------------  ------------------------------
                                    Surrender                       Surrender                       Surrender
 Subaccounts                        Contracts        Continue       Contracts       Continue        Contracts      Continue
- ---------------------------------- -------------- --------------  -------------- --------------  --------------  ---------------
<S>                                  <C>             <C>             <C>             <C>             <C>            <C>
Fidelity VIP                                                                                                          
- ------------------------
 Equity Income                         3.08%           9.08%          13.42%          13.90%           9.49%          9.49%
 Growth                                3.50%           9.50%          10.34%          10.88%          11.06%         11.06%
 High Income                           2.83%           8.83%          10.12%          10.66%           7.94%          7.94%
 Overseas                              1.97%           7.97%           3.59%           4.28%           2.81%          2.81%
Fidelity VIP II
- ------------------------
 Asset Manager                         3.40%           9.40%           5.99%           6.62%           7.20%          7.20%
 Inv. Grade Bond                      -7.85%          -1.85%           0.70%           1.46%           3.17%          3.17%
 Asset Manager: Growth                 8.76%          14.76%            N/A             N/A           13.83%         16.40%
 Index 500                            11.50%          17.50%            N/A             N/A           11.94%         12.55%
 Contrafund                            9.92%          15.92%            N/A             N/A           22.61%         25.00%
</TABLE>

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

                                             One Year                        Five Year                      Life of Fund
                                   ------------------------------  -----------------------------  ------------------------------
                                    Surrender                        Surrender                       Surrender
 Subaccounts                        Contracts         Continue       Contracts       Continue        Contracts       Continue
- ---------------------------------- --------------  --------------  -------------- --------------  --------------  --------------
<S>                                  <C>             <C>             <C>             <C>             <C>            <C>
Alger American
- ------------------------
 Growth                                2.16%           8.16%            11.95%        12.46%          14.93%         14.93%
 Income and Growth                     8.40%          14.40%             7.05%         7.65%           6.83%          6.83%
 Small Captalization                  -6.88%          -0.88%             5.72%         6.35%          16.63%         16.63%
 Balanced                             -0.97%           5.03%             4.42%         5.08%           3.66%          3.66%
 Mid-Cap Growth                        0.73%           6.73%              N/A           N/A           18.75%         19.58%
 Leveraged All-Cap                     0.87%           6.87%              N/A           N/A           33.65%         35.94%
MFS Variable Ins. Trust
- ------------------------
 Emerging Growth                       5.78%          11.78%              N/A           N/A           15.42%         19.24%
 Utilities                             7.25%          13.25%              N/A           N/A           18.39%         20.86%
 World Governments                    -7.03%          -1.03%              N/A           N/A           -0.09%          2.19%
 Research                             11.02%          17.02%              N/A           N/A            6.51%         10.49%
 Growth with Income                   13.12%          19.12%              N/A           N/A           10.41%         15.08%  
Morgan Stanley Universal
- ------------------------
Funds, Inc.
- -----------
 Emerging Markets Equity                N/A             N/A               N/A           N/A               N/A          N/A
 Global Equity                          N/A             N/A               N/A           N/A               N/A          N/A
 International Magnum                   N/A             N/A               N/A           N/A               N/A          N/A
 Asian Equity                           N/A             N/A               N/A           N/A               N/A          N/A
 U.S. Real Estate                       N/A             N/A               N/A           N/A               N/A          N/A
</TABLE>

Inception of Funds:  Alger American  Income-Growth  Portfolio,  11/15/88;  Alger
American Balanced,  9/5/89; Alger American Small Capitalization,  9/21/88; Alger
American  Growth,  1/9/89;  Alger  American  Mid-Cap,   5/1/93;  Alger  American
Leveraged AllCap, 1/25/95; MFS Emerging Growth, 7/24/95; MFS Utilities,  1/3/95;
MFS World Governments,  6/14/94; MFS Research,  7/26/95; MFS Growth With Income,
10/9/95;  Morgan Stanley Emerging Markets Equity, 10/1/96; Morgan Stanley Global
Equity,  1/2/97;  Morgan Stanley  International  Magnum,  1/2/97; Morgan Stanley
Asian Equity,  not seeded as of 2/28/97;  Morgan  Stanley U.S. Real Estate,  not
seeded as of 2/28/97.

   In addition to average annual returns,  the subaccounts may quote  unaveraged
or  cumulative  total  returns  reflecting  the  simple  change  in  value of an
investment over a stated period.  Table 2 shows the cumulative total return on a
hypothetical  investment in the subaccounts for the last year, 5 years, 10 years
if  applicable,  and/or from the date the  portfolios  began  operations for the
period ending  December 31, 1996. The returns  reflect the mortality and expense
risk charge (1.25% on an annual basis),  daily  administration  fee at an annual
rate of .15%,  and the annual  policy fee.  Since the  contract is intended as a
long-term  product,  the table also shows the cumulative  total returns assuming
that no money was withdrawn from contract. The first column shows the cumulative
total return if you surrender the contract at the end of the period,  the second
column shows the cumulative total return if you do not surrender the contract.
<TABLE>
<CAPTION>
                                                     Cumulative Total Return for Period Ending on 12/31/96

                                             One Year                        Five Year                      Life of Fund
                                   ------------------------------  -----------------------------  ------------------------------
                                    Surrender                        Surrender                       Surrender
 Subaccounts                        Contracts         Continue       Contracts       Continue        Contracts      Continue
- ---------------------------------- --------------  --------------  -------------- --------------  --------------  --------------
<S>                                 <C>              <C>            <C>               <C>             <C>            <C>
Fidelity VIP                                                                                                                      
- ----------------------------------
 Equity Income                        3.08%             9.08%        87.68%            91.68%          156.27%        156.27%
 Growth                               3.50%             9.50%        63.57%            67.57%          197.00%        197.00%
 High Income                          2.83%             8.83%        61.91%            65.91%          139.88%        139.88%
 Overseas                             1.97%             7.97%        19.31%            23.31%           32.19%         32.19%
Fidelity VIP II
- ---------------------------------
 Asset Manager                        3.40%             9.40%        33.77%            37.77%           67.54%         67.54%
 Inv. Grade Bond                     -7.85%            -1.85%         3.53%             7.53%           29.08%         29.08%
 Asset Manager: Growth                8.76%            14.76%          N/A               N/A            29.94%         35.94%
 Index 500                           11.50%            17.50%          N/A               N/A            64.39%         68.39%
 Contrafund                           9.92%            15.92%          N/A               N/A            51.02%         57.02%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             One Year                        Five Year                      Life of Fund
                                   ------------------------------  -----------------------------  ------------------------------
                                    Surrender                        Surrender                       Surrender
 Subaccounts                        Contracts         Continue       Contracts       Continue        Contracts      Continue
- ---------------------------------- --------------  --------------  -------------- --------------  --------------  --------------
<S>                                 <C>              <C>            <C>               <C>             <C>            <C>
Alger American
- ---------------------------------
 Growth                                2.16%            8.16%        75.84%             79.84%         208.41%        208.41%
 Income and Growth                     8.40%           14.40%        40.58%             44.58%          72.41%         72.41%
 Small Captalization                  -6.88%           -0.88%        32.07%             36.07%         264.05%        264.05%
 Balanced                             -0.97%            5.03%        24.13%             28.13%          30.56%         30.56%
 Mid-Cap Growth                        0.73%            6.73%         N/A                N/A            89.40%         94.40%
 Leveraged All-Cap                     0.87%            6.87%         N/A                N/A            76.62%         82.62%
MFS Variable Ins. Trust
- ---------------------------------
 Emerging Growth                       5.78%           11.78%         N/A                N/A            23.26%         29.26%
 Utilities                             7.25%           13.25%         N/A                N/A            40.69%         46.69%
 World Governments                    -7.03%           -1.03%         N/A                N/A            -0.24%          5.76%
 Research                             11.02%           17.02%         N/A                N/A             9.62%         15.62%
 Growth with Income                   13.12%           19.12%         N/A                N/A            13.15%         19.15%
Morgan Stanley Universal 
- ---------------------------------
Funds, Inc.
- -----------
 Emerging Markets Equity                N/A              N/A          N/A                N/A              N/A             N/A
 Global Equity                          N/A              N/A          N/A                N/A              N/A             N/A
 International Magnum                   N/A              N/A          N/A                N/A              N/A             N/A
 Asian Equity                           N/A              N/A          N/A                N/A              N/A             N/A
 U.S. Real Estate                       N/A              N/A          N/A                N/A              N/A             N/A
</TABLE>


Yields
- ------

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

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


             Effective Yield = [Base Period Return + 1) 365/7] - 1.


Since the  reinvestment  of income is assumed in the  calculation  of  effective
yield, it will generally be higher than current yield.

    The net average  yield  for the 7-day  period  ended December  31,  1996 for
the Money Market  Fund was  3.74% and  the effective yield for the 7-day  period
ended December 31, 1996 for the Money Market Fund was 3.80%.

   Current  yield  for  subaccounts  other  than   the  Money Market  subaccount
reflects  the income  generated by a subaccount  over a 30-day  period.  Current
yield is calculated by dividing the net investment  income per accumulation unit
earned during the period by the maximum  offering price per unit on the last day
of the period, according to the formula:


                   YIELD =2[( FUNC{a-b}OVER cd; +1) SUP 6 -1]


    Where  a = net  investment income earned during the  period by the portfolio
company   attributable   to   shares   owned  by  the  subaccount,  b = expenses
accrued for the period (net of reimbursements),  c = the average daily number of
accumulation  units outstanding  during the period, and d = the maximum offering
price per  accumulation  unit on the last day of the period.  The yield reflects
the mortality and expense risk charge and the annual policy fee.
<PAGE>
GENERAL MATTERS
- ---------------

The Policy
- ----------

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

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

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

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

   Any  non-qualified  policy and any qualified policy, if permitted by the plan
or by law  relevant  to the plan  applicable  to the  qualified  policy,  may be
assigned  by the owner  prior to the  annuity  date and during  the  annuitant's
lifetime.  AVLIC is not  responsible  for the  validity  of any  assignment.  No
assignment will be recognized until AVLIC receives  written notice thereof.  The
interest of any beneficiary  which the assignor has the right to change shall be
subordinate  to the  interest of an  assignee.  Any amount paid to the  assignee
shall be paid in one sum, not withstanding any settlement agreement in effect at
the time the  assignment  was  executed.  AVLIC  shall  not be  liable as to any
payment or other settlement made by AVLIC before receipt of written notice.

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

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

Ownership
- ---------

   The owner of the Policy on the policy date is the annuitant, unless otherwise
specified in the application.  During the annuitant's  lifetime,  all rights and
privileges  under this Policy may be  exercised  solely by the owner.  Ownership
passes to the owner's designated  beneficiary upon the death of the owner(s). If
the  owner  has not  named  an  owner's  designated  beneficiary,  or if no such
beneficiary is living, the ownership passes to the owner's estate.  From time to
time AVLIC may require proof that the owner is still living.

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

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

   The owner may, by written request at least 30 days prior to the annuity date,
name a joint  annuitant.  Such joint  annuitant  must meet AVLIC's  underwriting
requirements.  An  annuitant  may not be  replaced.  The  annuity  date shall be
determined based on the date of birth of the annuitant.

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

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

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

   If the death  occurs  before the  annuity  date,  the entire  interest in the
Policy will be  distributed  within five years after date of death or be used to
purchase an immediate annuity under which payments will begin within one year of
the  owner's  death  and  will be made for the  life of the  owner's  designated
beneficiary  or for a period not  extending  beyond the life  expectancy of that
beneficiary.

   The owner's  designated  beneficiary  is the person to whom  ownership of the
Policy passes by reason of death and must be a natural  person.  AVLIC  reserves
the right to require proof of death.

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

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

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

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

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

Qualified Policies
- ------------------

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

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

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

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

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

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


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

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

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

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

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

AVLIC
- -----

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

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

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

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


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

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

EXPERTS
- -------

   The  financial  statements of AVLIC as of December 31, 1996 and 1995, and for
each of the three years in the period ended December 31, 1996, and the financial
statements  of the  Account as of  December  31,  1996 and for each of the three
years in the  period  then  ended,  included  in this  Statement  of  Additional
Information  have been  audited  by  Deloitte  & Touche  LLP,  1040 NBC  Center,
Lincoln,  Nebraska  68508  independent  auditors,  as  stated  in their  reports
appearing  herein,  and are  included in reliance  upon the reports of such firm
given upon their authority as experts in accounting and auditing.

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

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


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

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



Board of Directors
Ameritas Variable Life
  Insurance Company
Lincoln, Nebraska

    We have  audited  the  accompanying  statement  of net  assets  of  Ameritas
Variable Life Insurance  Company  Separate Account VA-2 as of December 31, 1996,
and the related  statements of operations  and changes in net assets for each of
the three years in the period then ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

    We conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1996. An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion,  such financial  statements  present fairly, in all material
respects,  the financial  position of Ameritas  Variable Life Insurance  Company
Separate Account VA-2 as of December 31, 1996, and the results of its operations
and  changes in its net assets  for each of the three  years in the period  then
ended, in conformity with generally accepted accounting principles.



/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
February 1, 1997
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                             STATEMENT OF NET ASSETS
                                DECEMBER 31, 1996

<S>                                                                                <C>    
ASSETS

INVESTMENTS AT NET ASSET VALUE:
     Variable Insurance Products Fund:
         Money Market Portfolio - 71,503,732.540 shares at                  
           $1.00 per share (cost $71,503,733)                                       $            71,503,733
         Equity-Income Portfolio - 6,375,543.739 shares at
           $21.03 per share (cost $99,972,066)                                                  134,077,685
         Growth Portfolio - 3,570,738.040 shares at
           $31.14 per share (cost $77,205,775)                                                  111,192,783
         High Income Portfolio - 4,203,994.114 shares at
           $12.52 per share (cost $44,644,167)                                                   52,634,006
         Overseas Portfolio - 2,865,386.075 shares at
           $18.84 per share (cost $43,328,965)                                                   53,983,874
     Variable Insurance Products Fund II:
         Asset Manager Portfolio - 7,283,488.356 shares at
           $16.93 per share (cost $98,260,500)                                                  123,309,458
         Investment Grade Bond Portfolio - 2,172,541.324 shares at
           $12.24 per share (cost $25,097,268)                                                   26,591,906
         Contrafund Portfolio - 1,820,292.255 shares at
            $16.56  per share (cost $26,532,239)                                                 30,144,040
         Asset Manager: Growth Portfolio - 235,282.226 shares at
            $13.10 per share (cost $2,949,992)                                                    3,082,197
         Index 500 Portfolio - 203,711.023 shares at
            $89.13 per share (cost $16,715,585)                                                  18,156,763
     Alger American Fund:
         Small Capitalization Portfolio - 1,383,186.051 shares at
           $40.91 per share (cost $44,552,949)                                                   56,586,141
         Growth Portfolio - 1,228,263.919 shares at
            $34.33 per share (cost $34,074,114)                                                  42,166,300
         Income and Growth Portfolio - 1,394,185.376 shares at
           $8.42 per share (cost $14,194,473)                                                    11,739,041
         Balanced Portfolio - 569,554.981 shares at
           $9.24 per share (cost $6,042,018)                                                      5,262,688
         Midcap Growth Portfolio - 1,370,386.612 shares at
           $21.35 per share (cost $25,292,322)                                                   29,257,754
         Leveraged Allcap Portfolio - 322,162.842 shares at
           $19.36 per share (cost $6,003,860)                                                     6,237,073
     Dreyfus Stock Index Fund:
         Stock Index Fund Portfolio - 460,407.134 shares at
           $20.28 per share (cost $6,449,564)                                                     9,337,057
     MFS Variable Insurance Trust:
         Emerging Growth Series Portfolio - 1,479,016.961 shares at
           $13.24 per share (cost $19,212,194)                                                   19,582,184
         World Governments Series Portfolio - 119,563.323 shares at
           $10.58 per share (cost $1,231,712)                                                     1,264,980
         Utilities Series Portfolio - 394,662.255 shares at
           $13.66 per share (cost $5,210,876)                                                     5,391,086
                                                                                      ----------------------

                NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS                      $           811,500,749
                                                                                      ======================

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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




                                                                                 1996                 1995                  1994
                                                                 ------------------   ------------------   --------------------

<S>                                                           <C>                  <C>
INVESTMENT INCOME
     Dividend distributions received                           $        13,564,184  $        10,791,789  $           6,905,119
EXPENSES
     Charges to policyowners for assuming
     mortality and expense risk                                          8,898,318            6,093,514              4,473,521
                                                                 ------------------   ------------------   --------------------
          INVESTMENT INCOME - NET                                        4,665,866            4,698,275              2,431,598
                                                                 ------------------   ------------------   --------------------

REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS - NET
     Capital gain distributions received                                25,240,462            2,906,457              9,513,298
     Unrealized increase/(decrease)                                     40,926,181           83,391,448            (18,327,838)
                                                                 ------------------   ------------------   --------------------
          NET GAIN/(LOSS) ON INVESTMENTS                                66,166,643           86,297,905             (8,814,540)
                                                                 ------------------   ------------------   --------------------

          NET INCREASE/(DECREASE) IN NET
          ASSETS RESULTING FROM OPERATIONS                              70,832,509           90,996,180             (6,382,942)

NET INCREASE IN NET ASSETS RESULTING
     FROM PREMIUM PAYMENTS AND OTHER
     OPERATING TRANSFERS                                               151,795,930           93,106,859            123,008,669
                                                                 ------------------   ------------------   --------------------
          TOTAL INCREASE IN NET ASSETS                                 222,628,439          184,103,039            116,625,727

NET ASSETS
     Beginning of period                                               588,872,310          404,769,271            288,143,544
                                                                 ------------------   ------------------   --------------------
     End of period                                             $       811,500,749  $       588,872,310  $         404,769,271
                                                                 ==================   ==================   ====================









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





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

     Ameritas  Variable  Life  Insurance  Company  Separate  Account  VA-2  (the
     Account) was  established  on May 28, 1987,  under Nebraska law by Ameritas
     Variable Life Insurance Company (AVLIC), a wholly-owned  subsidiary of AMAL
     Corporation,  a holding  company 66% owned by Ameritas Life  Insurance Corp
     (ALIC) and 34% owned by AmerUs Life Insurance Company (AmerUs).  The assets
     of the Account are  segregated  from AVLIC's other assets and are used only
     to support variable annuity products issued by AVLIC.

     The Account is  registered  under the  Investment  Company Act of 1940,  as
     amended, as a unit investment trust. At December 31, 1996, there are twenty
     subaccounts  within the Account.  Five of the subaccounts  invest only in a
     corresponding  Portfolio of the Variable  Insurance Products Fund, and five
     invest only in a  corresponding  Portfolio of Variable  Insurance  Products
     Fund  II.  Both  funds  are  diversified  open-end  management   investment
     companies and are managed by Fidelity Management and Research Company.  Six
     of the  subaccounts  invest  only in a  corresponding  Portfolio  of  Alger
     American Fund which is a diversified open-end management investment company
     managed by Fred Alger  Management,  Inc. One  subaccount  invests only in a
     corresponding   Portfolio   of  Dreyfus   Stock   Index  Fund  which  is  a
     non-diversified  open-end management  investment company managed by Dreyfus
     Service   Corporation.   Three  of  the   subaccounts   invest  only  in  a
     corresponding  Portfolio  of  MFS  Variable  Insurance  Trust  which  is  a
     diversified open-end management investment company managed by Massachusetts
     Financial  Services  Company.  All five  funds  are  registered  under  the
     Investment Company Act of 1940, as amended. Each Portfolio pays the manager
     a monthly fee for managing its investments and business affairs. The assets
     of the  Account  are  carried  at the net  asset  value  of the  underlying
     Portfolios  of  the  funds,  and  the  value  of  the  policyowners'  units
     corresponds to the Account's investment in the underlying subaccounts.  The
     availability  of  investment  portfolio  and  subaccount  options  may vary
     between  products.   Share  transactions  and  security   transactions  are
     accounted for on a trade date basis.

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

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

     AVLIC charges the Account for mortality and expense risks assumed.  A daily
     charge is made on the average  daily  value of the net assets  representing
     equity of policyowners  held in each subaccount per each product's  current
     policy provisions.  Additional charges are made at intervals and in amounts
     per each product's  current policy  provisions.  These charges are prorated
     against  the  balance  in  each  investment  option  of  the  policyholder,
     including the Fixed Account  option which is not reflected in this separate
     account.  The  withdrawal of these charges are included as other  operating
     transfers.
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                          NOTES TO FINANCIAL STATEMENTS



C:   INFORMATION BY FUND:

                                                                   Variable Insurance Products Fund
                                  -------------------------------------------------------------------------------
                                        Money           Equity-                           High
                                        Market          Income           Growth           Income        Overseas
                                  --------------  ----------------  --------------  -------------- --------------
<S>                              <C>            <C>               <C>             <C>             <C>             
 Balance 01-01-96                 $   57,326,277 $     117,719,005 $    86,780,936 $    35,882,984 $   45,684,513                 
 Distibuted earnings                   3,799,567         4,953,256       7,626,017       3,198,460      1,280,345
 Mortality risk charge                  (915,893)       (1,517,611)     (1,328,474)       (502,495)      (667,514)
 Unrealized increase/(decrease)              ---        10,895,466       5,069,624       2,214,664      5,099,697
 Net premium transferred              11,293,782         2,027,569      13,044,680      11,840,393      2,586,833
                                   --------------  ----------------  --------------  -------------- --------------
 Balance 12-31-96                 $   71,503,733 $     134,077,685 $   111,192,783 $    52,634,006 $    53,983,874       
                                   ==============  ================  ==============  ============== ==============
</TABLE>
<TABLE>
<CAPTION>


                                                             Variable Insurance Products Fund II
                                   -------------------------------------------------------------------------------
                                       Asset         Investment                       Asset Mgr.:
                                      Manager        Grade Bond       Contrafund        Growth        Index 500
                                   --------------  ----------------  --------------  -------------- --------------
<S>                              <C>            <C>               <C>             <C>             <C>    
 Balance 01-01-96                 $  115,119,774 $      23,086,779 $     2,491,998 $       223,546 $      663,229        
 Distributed earnings                  7,548,811         1,152,156          36,378         118,882         39,805
 Mortality risk charge                (1,484,230)         (312,284)       (190,299)        (14,233)       (84,732)
 Unrealized increase/(decrease)        8,603,434          (301,584)      3,604,329         135,704      1,418,021
 Net premium transferred              (6,478,331)        2,966,839      24,201,634       2,618,298     16,120,440
                                   --------------  ----------------  --------------  -------------- --------------
 Balance 12-31-96                 $  123,309,458 $      26,591,906 $    30,144,040 $     3,082,197 $   18,156,763                   
                                   ==============  ================  ==============  ============== ==============
</TABLE>
<TABLE>
<CAPTION>
                                                                Alger American Fund
                                   -------------------------------------------------------------------------------------------------
                                       Small                          Income and                       Midcap          Leveraged
                                   Capitalization      Growth           Growth         Balanced        Growth           Allcap
                                   --------------  ----------------  --------------  -------------- --------------  ----------------
<S>                              <C>            <C>               <C>             <C>              <C>           <C>
 Balance 01-01-96                 $   44,227,409 $      24,289,630 $     6,676,424 $     2,526,276  $  14,927,096 $       1,030,461
 Distributed earnings                    228,276           922,125       4,990,761       1,483,047        441,180            21,457
 Mortality risk charge                  (658,360)         (432,284)       (114,917)        (52,447)      (290,924)          (44,009)
 Unrealized increase/(decrease)        1,332,624         3,162,174      (3,244,881)     (1,099,570)     1,684,242           216,090 
 Net premium transferred              11,456,192        14,224,655       3,431,654       2,405,382     12,496,160         5,013,074
                                   --------------  ----------------  --------------  --------------  -------------  ----------------
 Balance 12-31-96                 $   56,586,141 $      42,166,300 $    11,739,041 $     5,262,688  $  29,257,754 $       6,237,073
                                   ==============  ================  ==============  ==============  =============  ================

</TABLE>
<TABLE>
<CAPTION>

                                                   MFS Variable Insurance Trust         Dreyfus
                                   ------------------------------------------------  --------------
                                     Emerging           World                            Stock
                                      Growth         Governments       Utilities      Index Fund                         TOTAL
                                   --------------  ----------------  --------------  --------------                 ----------------
<S>                              <C>            <C>               <C>             <C>                            <C>    
 Balance 01-01-96                 $      945,719 $         176,476 $       541,258 $     8,552,520                $     588,872,310 
 Distributed earnings                    162,364               ---         441,088         360,671                       38,804,646
 Mortality risk charge                  (123,685)          (10,173)        (32,684)       (121,070)                      (8,898,318)
 Unrealized increase/(decrease)          378,565            44,953         194,795       1,517,834                       40,926,181
 Net premium transferred              18,219,221         1,053,724       4,246,629        (972,898)                     151,795,930
                                   --------------  ----------------  --------------  --------------                 ----------------
 Balance 12-31-96                 $   19,582,184 $       1,264,980 $     5,391,086 $     9,337,057                $     811,500,749 
                                   ==============  ================  ==============  ==============                 ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                          NOTES TO FINANCIAL STATEMENTS



C:   INFORMATION BY FUND:

                                                                                  Variable Insurance Products Fund
                                      ---------------------------------------------------------------------------------
                                           Money            Equity-                          High
                                          Market            Income          Growth          Income         Overseas
                                      ----------------  ---------------- --------------  --------------  --------------
<S>                                <C>               <C>               <C>            <C>             <C>          
 Balance 01-01-95                  $      64,578,099 $      47,394,555 $   59,264,436 $    19,815,317 $    32,138,329             
 Distributed earnings                      3,385,236         4,417,946        390,703       1,473,552         241,854
 Mortality risk charge                      (738,735)         (943,916)      (957,307)       (415,996)       (465,500)
 Unrealized increase/(decrease)                  ---        17,850,823     20,702,655       4,685,960       3,572,714
 Net premium transferred                  (9,898,323)       48,999,597      7,380,449      10,324,151      10,197,116
                                     ----------------  ---------------- --------------  --------------  --------------
 Balance 12-31-95                  $      57,326,277 $     117,719,005 $   86,780,936 $    35,882,984 $    45,684,513             
                                     ================  ================ ==============  ==============  ==============

</TABLE>
<TABLE>
<CAPTION>
                                                                    Variable Insurance Products Fund II
                                     ---------------------------------------------------------------------------------
                                          Asset          Investment      Contrafund      Asset Mgr.:      Index 500
                                         Manager         Grade Bond          (1)         Growth (2)          (3)
                                     ----------------  ---------------- --------------  --------------  --------------
<S>                               <C>               <C>               <C>            <C>             <C>    
 Balance 01-01-95                  $     121,107,120 $      14,907,528 $          --- $           --- $           ---             
 Distributed earnings                      2,486,418           741,402         30,567           9,363             ---
 Mortality risk charge                    (1,449,245)         (253,150)        (3,944)           (266)         (1,143)
 Unrealized increase/(decrease)           15,665,746         2,423,519          7,472          (3,498)         23,156
 Net premium transferred                 (22,690,265)        5,267,480      2,457,903         217,947         641,216
                                     ----------------  ---------------- --------------  --------------  --------------
 Balance 12-31-95                  $     115,119,774 $      23,086,779 $    2,491,998 $       223,546 $       663,229             
                                     ================  ================ ==============  ==============  ==============

</TABLE>
<TABLE>
<CAPTION>
                                                                       Alger American Fund
                                     -----------------------------------------------------------------------------------------------
                                          Small                          Income and                        Midcap         Leveraged
                                     Capitalization        Growth          Growth         Balanced         Growth        Allcap (4)
                                     ----------------  ---------------- --------------  --------------  --------------  ------------
<S>                               <C>               <C>               <C>            <C>             <C>    
 Balance 01-01-95                  $      19,196,546 $      15,553,231 $    2,348,430 $     1,030,537 $     3,540,066 $         ---
 Distributed earnings                            ---           156,976         30,164          24,117             692           ---
 Mortality risk charge                      (390,434)         (218,376)       (51,556)        (20,525)        (96,907)       (1,843)
 Unrealized increase/(decrease)            8,996,789         4,297,843        848,211         340,663       2,128,071        17,122
 Net premium transferred                  16,424,508         4,499,956      3,501,175       1,151,484       9,355,174     1,015,182
                                     ----------------  ---------------- --------------  --------------  --------------  ------------
 Balance 12-31-95                  $      44,227,409 $      24,289,630 $    6,676,424 $     2,526,276 $    14,927,096 $   1,030,461 
                                     ================  ================ ==============  ==============  ==============  ============

</TABLE>
<TABLE>
<CAPTION>
                                                       MFS Variable Insurance Trust        Dreyfus
                                     -------------------------------------------------  --------------
                                        Emerging          World (6)       Utilities         Stock
                                        Growth (5)        Governments         (7)         Index Fund                       TOTAL
                                     ----------------  ---------------- --------------  --------------                --------------
<S>                               <C>               <C>               <C>             <C>                           <C>    
 Balance 01-01-95                  $             --- $             --- $          ---  $     3,895,077               $  404,769,271
 Distributed earnings                         25,522            16,669         33,188         233,877                    13,698,246
 Mortality risk charge                        (1,676)             (481)          (592)        (81,922)                   (6,093,514)
 Unrealized increase/(decrease)               (8,574)          (11,684)       (14,585)      1,869,045                    83,391,448
 Net premium transferred                     930,447           171,972        523,247       2,636,443                    93,106,859
                                     ----------------  ---------------- --------------  --------------                --------------
 Balance 12-31-95                  $         945,719 $         176,476 $      541,258 $     8,552,520               $   588,872,310 
                                     ================  ================ ==============  ==============                ==============

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

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                          NOTES TO FINANCIAL STATEMENTS



C.   INFORMATION BY FUND:
                                                              Variable Insurance Products Fund
                                    -----------------------------------------------------------------------------
                                        Money          Equity                           High
                                       Market          Income          Growth          Income        Overseas
                                    --------------  --------------  --------------  -------------- --------------
<S>                              <C>             <C>             <C>             <C>             <C>    
 Balance 01-01-94                 $    31,379,124 $    32,522,382 $    47,340,345 $    14,780,768 $   26,209,548                 
 Distributed earnings                   2,394,455       2,724,507       3,209,519       1,502,298        154,645
 Mortality risk charge                   (689,406)       (506,822)       (627,238)       (226,605)      (394,955)
 Unrealized increase/(decrease)               ---        (101,881)     (1,669,742)     (1,667,003)      (325,590)
 Net premium transferred               31,493,926      12,756,369      11,011,552       5,425,859      6,494,681
                                    --------------  --------------  --------------  -------------- --------------
 Balance 12-31-94                 $    64,578,099 $    47,394,555 $    59,264,436 $    19,815,317 $   32,138,329                 
                                    ==============  ==============  ==============  ============== ==============
</TABLE>
<TABLE>
<CAPTION>


                                                                    Alger American Fund
                                    -----------------------------------------------------------------------------
                                        Small                          Income                         Midcap
                                    Capitalization     Growth        and Growth       Balanced        Growth
                                    --------------  --------------  --------------  -------------- --------------
<S>                              <C>             <C>             <C>             <C>              <C>
 Balance 01-01-94                 $    16,350,688 $     4,033,279 $     1,486,488 $       398,861 $    1,241,078                 
 Distributed earnings                     920,888         349,387          79,765          15,142          3,756
 Mortality risk charge                   (191,599)        (77,513)        (21,926)         (8,792)       (17,859)
 Unrealized increase/(decrease)        (1,419,617)         57,051        (188,024)        (31,583)        73,432
 Net premium transferred                3,536,186      11,191,027         992,127         656,909      2,239,659
                                    --------------  --------------  --------------  -------------- --------------
 Balance 12-31-94                 $    19,196,546 $    15,553,231 $     2,348,430 $     1,030,537 $    3,540,066                  
                                    ==============  ==============  ==============  ============== ==============

</TABLE>
<TABLE>
<CAPTION>
                                                  Variable Insurance
                                                  Products Fund II     Dreyfus
                                    ------------------------------  --------------
                                        Asset        Investment         Stock
                                       Manager       Grade Bond      Index Fund                        TOTAL
                                    --------------  --------------  --------------                 --------------
<S>                              <C>             <C>             <C>                             <C> 
 Balance 01-01-94                 $    93,247,898 $    16,150,701 $     3,002,384                 $  288,143,544               
 Distributed earnings                   4,919,949          43,054         101,052                     16,418,417
 Mortality risk charge                 (1,466,830)       (201,910)        (42,066)                    (4,473,521)
 Unrealized increase/(decrease)       (12,320,921)       (662,594)        (71,366)                   (18,327,838)
 Net premium transferred               36,727,024        (421,723)        905,073                    123,008,669
                                    --------------  --------------  --------------                 --------------
 Balance 12-31-94                 $   121,107,120 $    14,907,528 $     3,895,077                 $  404,769,271                  
                                    ==============  ==============  ==============                 ==============
</TABLE>
<PAGE>
                          Independent Auditors' Report



Board of Directors
Ameritas Variable Life Insurance Company
Lincoln, Nebraska

     We have audited the  accompanying  balance sheets of Ameritas Variable Life
Insurance  Company as of December  31, 1996 and 1995, and the related statements
of  operations,  changes in  stockholder's equity and cash flows for each of the
three  years in the period ended December  31, 1996.  These financial statements
are  the  responsibility  of  the Company's  management.  Our  responsibility is
to express an opinion on these financial statements based on our audits.

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

     In our opinion,  such financial statements present fairly, in all  material
respects,  the financial  position of Ameritas Variable Life Insurance  Company
as of  December  31,  1996 and 1995,  and the  results of its operations and its
cash  flows  for each of the three years in the  period ended December 31, 1996,
in conformity with generally  accepted  accounting principles.


/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
February 1, 1997
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                                  BALANCE SHEETS
                                  --------------
                      (in thousands, except per share data)
                      ------------------------------------- 
                                                                                                       December 31,
                                                                                   -------------------------------------------------
                                                                                           1996                        1995
                                                                                   ----------------------       --------------------
<S>                                                                             <C>                          <C>  
ASSETS
- ------
     Investments:
       Fixed maturity securities, available for sale (amortized cost
             $62,048 - 1996 and $38,753 - 1995)                                  $                62,621      $              40,343
       Loans on insurance policies                                                                 4,309                      2,639
                                                                                   ----------------------       --------------------
           Total investments                                                                      66,930                     42,982

     Cash and cash equivalents                                                                    10,684                      5,660
     Accrued investment income                                                                     1,096                        790
     Reinsurance recoverable-affiliates                                                                9                         57
     Prepaid reinsurance premium-affiliates                                                        2,156                      1,506
     Deferred policy acquisition costs                                                            79,272                     57,664
     Other                                                                                           483                        106
     Separate Accounts                                                                           947,580                    682,482
                                                                                   ----------------------       --------------------
                                                                                 $             1,108,210      $             791,247
                                                                                   ======================       ====================
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------
   LIABILITIES:
     Policy and contract reserves                                                $                   749      $                 609
     Accumulated contract values                                                                  77,560                     44,568
     Unearned policy charges                                                                       1,243                        964
     Unearned reinsurance ceded allowance                                                          3,139                      2,279
     Federal income taxes--
           Current                                                                                   875                        685
           Deferred                                                                                9,921                     11,398
     Other                                                                                         8,134                      4,266
     Separate Accounts                                                                           947,580                    682,482
                                                                                   ----------------------       --------------------
          Total Liabilities                                                                    1,049,201                    747,251
                                                                                   ----------------------       --------------------

   STOCKHOLDER'S EQUITY:
     Common stock, par value $100 per share;
       authorized 50,000 shares, issued and
       outstanding 40,000 shares                                                                   4,000                      4,000
     Additional paid-in capital                                                                   40,370                     29,700
     Retained earnings                                                                            14,510                      9,860
     Net unrealized investment gain                                                                  129                        436
                                                                                   ----------------------       --------------------
          Total Stockholder's Equity                                                              59,009                     43,996
                                                                                   ----------------------       --------------------

                                                                                 $             1,108,210      $             791,247
                                                                                   ======================       ====================









The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------  
                            STATEMENTS OF OPERATIONS
                            ------------------------
                                 (in thousands)
                                 --------------  

                                                                                      Years Ended December 31,
                                                                -----------------------------------------------------------------
                                                                       1996                   1995                  1994
                                                                -------------------    -------------------   --------------------
<S>                                                          <C>                    <C>                   <C>   
INCOME:
Insurance revenues:
  Contract charges                                            $             26,345   $             18,350  $              13,528
  Premium-reinsurance ceded                                                 (5,895)                (4,289)                (2,009)
  Reinsurance ceded allowance                                                2,235                  1,859                    502

Investment revenues:
    Investment income, net                                                   3,603                  3,492                  3,046
    Realized gains, net                                                         19                     28                     19

  Other                                                                        567                    261                    337
                                                                -------------------    -------------------   --------------------

                                                                            26,874                 19,701                 15,423
                                                                -------------------    -------------------   --------------------

BENEFITS AND EXPENSES:
  Policy Benefits:
    Death benefits                                                             716                    268                    417
    Interest credited                                                        2,736                  1,995                  1,524
    Increase in policy and contract reserves                                   140                    183                    195
    Other                                                                       52                     32                     46
  Sales and operating expenses                                              10,041                  6,815                  5,940
  Amortization of deferred policy acquisition costs                          5,531                  3,057                  2,521
                                                                -------------------    -------------------   --------------------

                                                                            19,216                 12,350                 10,643
                                                                -------------------    -------------------   --------------------

Income before federal income taxes                                           7,658                  7,351                  4,780
                                                                -------------------    -------------------   --------------------

Income taxes - current                                                       3,819                  1,685                   (608)
Income taxes - deferred                                                       (811)                   902                  2,278
                                                                -------------------    -------------------   --------------------
     Total income taxes                                                      3,008                  2,587                  1,670
                                                                -------------------    -------------------   --------------------

NET INCOME                                                    $              4,650   $              4,764  $               3,110
                                                                ===================    ===================   ====================











The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------  
                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                  ---------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
              ----------------------------------------------------
                          (in thousands, except shares) 
                          -----------------------------


                                                                                                                   
                                                                                                                Net 
                                                        Common Stock             Additional                 Unrealized
                                             -------------------------------      Paid-in       Retained    Investment
                                                 Shares           Amount          Capital       Earnings    Gain(Loss)     Total 
                                             ---------------   -------------   --------------  -----------  ----------  ------------
<S>                                                <C>      <C>              <C>             <C>           <C>        <C> 
BALANCE, January 1, 1994                            40,000   $         4,000  $       23,700  $      1,986  $       -  $    29,686

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

   Net unrealized investment loss, net                    -                -               -             -       (173)        (173)

   Net income                                             -                -               -         3,110           -       3,110
                                             ---------------    ------------   --------------   ----------- ----------  ------------

BALANCE, December 31, 1994                           40,000            4,000          29,700         5,096       (173)      38,623

   Net unrealized investment gain, net                    -                -               -             -        609          609 

   Net income                                             -                -               -         4,764          -        4,764
                                             ---------------    -------------  --------------   ------------ ---------  ------------
BALANCE, December 31, 1995                           40,000            4,000          29,700         9,860        436       43,996

   Return of capital                                      -                -         (15,000)            -          -      (15,000)

   Capital contribution from
      AMAL Corporation                                    -                -          25,670             -          -       25,670 

   Net unrealized investment loss, net                    -                -               -             -       (307)        (307)

   Net income                                             -                -               -         4,650          -        4,650
                                             ---------------    -------------   -------------   ------------  ---------   ----------

BALANCE, December 31, 1996                           40,000   $        4,000  $       40,370   $    14,510   $    129    $  59,009
                                             ===============    =============   =============   ============  ==========  ==========







The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                 (in thousands)



                                                                                                     December 31,
                                                                                ----------------------------------------------------
                                                                                      1996              1995              1994
                                                                                ----------------  -----------------  ---------------
<S>                                                                           <C>             <C>                  <C>
OPERATING ACTIVITIES
- --------------------
Net Income                                                                     $        4,650  $             4,764  $         3,110
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Amortization of deferred policy acquisition costs                                  5,531                3,057            2,521
     Policy acquisition costs deferred                                                (26,596)             (16,020)         (17,481)
     Interest credited to contract values                                               2,736                1,995            1,524
     Amortization of discounts or premiums                                                (83)                 (70)             (49)
     Net realized gains on investment transactions                                        (19)                 (28)             (19)
     Deferred income taxes                                                               (811)                 902            2,278
     Change in assets and liabilities:
       Accrued investment income                                                         (306)                 (15)             (98)
       Reinsurance recoverable-affiliates                                                  48                  412             (469)
       Prepaid reinsurance premium                                                       (650)                (487)            (451)
       Other assets                                                                      (377)                 (18)             (16)
       Policy and contract reserves                                                       140                  183              195
       Unearned policy charges                                                            279                  234              247
       Federal income tax payable-current                                                (310)                 698              (81)
       Unearned reinsurance ceded allowance                                               860                  610              595
       Other liabilities                                                                3,868                1,939           (1,823)
                                                                                 -------------   ------------------   --------------
Net cash used in operating activities                                                 (11,040)              (1,844)         (10,017)
                                                                                 -------------   ------------------   --------------

INVESTING ACTIVITIES
- --------------------
Purchase of fixed maturity securities available for sale                              (31,514)              (7,760)         (15,673)
Proceeds from maturities or repayment of fixed maturity securities
    available for sale                                                                  5,307                3,738            5,108
Proceeds from sales of fixed maturity securities available for sale                     3,014                    -                -
Net change in loans on insurance policies                                              (1,670)              (1,042)            (576)
                                                                                 -------------   ------------------   --------------
  Net cash used in investing activities                                               (24,863)              (5,064)         (11,141)
                                                                                 -------------   ------------------   --------------

FINANCING ACTIVITIES
- --------------------
Return of capital                                                                     (15,000)                   -            6,000
Capital contribution                                                                   25,670                    -                -
Net change in accumulated contract values                                              30,257                4,448            2,873
                                                                                 -------------   ------------------   --------------
  Net cash from financing activities                                                   40,927                4,448            8,873
                                                                                 -------------   ------------------   --------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       5,024               (2,460)         (12,285)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        5,660                8,120           20,405

                                                                                 =============   ==================   ==============
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $       10,684  $             5,660  $         8,120
                                                                                 =============   ==================   ==============

Supplemental cash flow information:
- ----------------------------------

Net cash paid (received) on income taxes                                       $        4,129  $               987  $          (527)


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

</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (in thousands)




1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------------------------------------

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

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

  The principal accounting and reporting practices followed are:

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

  The Company records write-offs or allowances for its investments based upon an
evaluation of specific problem investments.  The Company reviews, on a continual
basis, all invested assets to identify  investments where the Company has credit
concerns.  Investments  with  credit  concerns  include  those the  Company  has
identified as experiencing a deterioration in financial  condition.  The Company
has no write-offs or allowances recorded as of December 31, 1996, 1995 and 1994.

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

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

PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS

RECOGNITION OF UNIVERSAL LIFE-TYPE CONTRACTS REVENUE AND BENEFITS TO 
POLICYHOLDERS
  Universal  life-type policies are insurance  contracts with terms that are not
fixed and guaranteed. The terms that may be changed could include one or more of
the amounts  assessed the  policyholder,  premiums paid by the  policyholder  or
interest accrued to policyholder balances. Amounts received as payments for such
contracts are reflected as deposits and are not reported as premium revenues.

  Revenues for universal  life-type policies consist of charges assessed against
policy account values for deferred policy loading,  mortality risk expense,  the
cost of insurance and policy administration. Policy benefits and claims that are
charged  to expense  include  interest  credited  to  contracts  under the fixed
account investment option and benefit claims incurred in the period in excess of
related policy account balances.
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (in thousands)



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

RECOGNITION OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYHOLDERS
  Contracts  that do not subject the Company to risks arising from  policyholder
mortality or morbidity are referred to as investment contracts. Certain deferred
annuities are considered investment contracts.  Amounts received as payments for
such  contracts  are  reflected  as  deposits  and are not  reported  as premium
revenues.

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

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

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

  An analysis of the costs carried in the balance sheets as deferred acquisition
costs is as follows:
<TABLE>
<CAPTION>
                                                                                              December 31
                                                                                -----------------------------------------
                                                                                     1996          1995           1994
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>           <C>             <C> 
Beginning balance                                                                  $57,664       $45,940         $30,659
Acquisition costs deferred                                                          26,596        16,020          17,481
Amortization of deferred policy acquisition costs                                   (5,531)       (3,057)         (2,521)
Adjustment for unrealized investment (gain) loss                                       543        (1,239)            321
- -------------------------------------------------------------------------------------------------------------------------
Ending balance                                                                     $79,272       $57,664         $45,940
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

INCOME TAXES
   The  provision  for income  taxes  includes  amounts  currently  payable  and
deferred  income taxes  resulting from the cumulative  differences in assets and
liabilities  determined  on a tax return and  financial  statement  basis at the
current enacted tax rates.
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


2.  INVESTMENTS
- ---------------

  Investment income summarized by type of investment was as follows:
<TABLE>
<CAPTION>

                                                                                                Year Ended December 31
                                                                                     --------------------------------------------
                                                                                            1996           1995            1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>           <C>             <C>
Fixed maturity securities available for sale                                                $3,308        $2,819          $2,411
Cash equivalents                                                                               618           597             609
Loans on insurance policies                                                                    214           128              82
- ---------------------------------------------------------------------------------------------------------------------------------
  Gross investment income                                                                    4,140         3,544           3,102
Investment expenses                                                                            537            52              56
- ---------------------------------------------------------------------------------------------------------------------------------
  Net investment income                                                                     $3,603        $3,492          $3,046
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


  Net pretax realized investment gains (losses) were as follows:
<TABLE>
<CAPTION>
                                                                                                 Year Ended December 31
                                                                                     --------------------------------------------
                                                                                             1996          1995           1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>           <C>             <C>    
Net gains on disposals of fixed maturity securities available for sale                       $19           $28             $19
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Proceeds from sales of fixed maturity securities available for sale and gross 
gains and losses realized on those sales were as follows:
<TABLE>
<CAPTION>

                                                                                              Year Ended December 31, 1996
                                                                                     --------------------------------------------
                                                                                         Proceeds        Gains          Losses  
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                        <S>              <C>            <C> 
                                                                                         $3,014           $30            $  -
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

There were no disposals of fixed maturity  securities  available for sale during
1995 or 1994 other than calls or maturities.

  The amortized cost and fair value of investments in fixed maturity  securities
available for sale by type of investment were as follows:
<TABLE>
<CAPTION>
                                                                                            December 31, 1996
                                                                         --------------------------------------------------------
                                                                           Amortized       Gross Unrealized              Fair
                                                                                      ----------------------------
                                                                               Cost         Gains        Losses          Value
- ---------------------------------------------------------------------------------------------------------------------------------
 <S>                                                                        <C>              <C>           <C>          <C>  
  U.S. Corporate                                                             $33,690          $437          $114         $34,013
  Mortgage-backed                                                             13,407           209            22          13,594
  U.S. Treasury securities and obligations of
    U.S. government agencies                                                  14,951           158            95          15,014
- ---------------------------------------------------------------------------------------------------------------------------------
      Total fixed maturity securities available for sale                     $62,048          $804          $231         $62,621
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


  The December 31, 1996 balance of  stockholder's  equity was  decreased by $307
(comprised  of a decrease  in the  carrying  value of the  securities  of $1,017
reduced by $545 of related adjustments to deferred acquisition costs and $165 in
deferred  income  taxes)  to  reflect  the net  unrealized  gain  on  securities
classified as available-for-sale.

<TABLE>
<CAPTION>

                                                                                             December 31, 1995
                                                                         --------------------------------------------------------
                                                                             Amortized       Gross Unrealized            Fair
                                                                                         ----------------------------
                                                                              Cost          Gains        Losses          Value
- ---------------------------------------------------------------------------------------------------------------------------------
 <S>                                                                       <C>              <C>           <C>          <C>
  U.S. Corporate                                                            $20,667          $930          $  -         $21,597
  Mortgage-backed                                                             3,628           114             -           3,742
  U.S. Treasury securities and obligations of
    U.S. government agencies                                                 14,458           550             4          15,004
- ---------------------------------------------------------------------------------------------------------------------------------
      Total fixed maturity securities available for sale                    $38,753        $1,594            $4         $40,343
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


2.  INVESTMENTS (continued)
- ---------------------------

  The December 31, 1995 balance of  stockholder's  equity was  increased by $609
(comprised  of an increase in the carrying  value of the  securities  of $2,177,
reduced by $1,240 of related adjustments to deferred  acquisition costs and $328
in deferred  income  taxes) to reflect  the net  unrealized  gain on  securities
classified as available-for-sale.

  The amortized cost and fair value of fixed maturity  securities  available for
sale by  contractual  maturity at December  31, 1996 are shown  below.  Expected
maturities may differ from contractual maturities because borrowers may have the
right  to  call  or  prepay  obligations  with or  without  call  or  prepayment
penalties.
<TABLE>
<CAPTION>

                                                                                                 Amortized        Fair
                                                                                                    Cost          Value
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>             <C>
Due in one year or less                                                                            $7,582          $7,652
Due after one year through five years                                                              17,266          17,568
Due after five years through ten years                                                             22,264          22,303
Due after ten years                                                                                 1,529           1,504
Mortgage-backed securities                                                                         13,407          13,594
- --------------------------------------------------------------------------------------------------------------------------
      Total                                                                                       $62,048         $62,621
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


3.  INCOME TAXES
- ----------------

  The items that give rise to deferred tax assets and liabilities  relate to the
following:
<TABLE>
<CAPTION>

                                                                                       Year Ended December 31
                                                                                       ----------------------
                                                                                          1996          1995
- -------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>           <C>    
Net unrealized investment gains                                                           $277          $606
Deferred policy acquisition costs                                                       23,727        17,276
Prepaid expenses                                                                           172           118
Other                                                                                        0           500
- -------------------------------------------------------------------------------------------------------------
Gross deferred tax liability                                                            24,176        18,500
- -------------------------------------------------------------------------------------------------------------


Future policy and contract benefits                                                     12,620         5,939
Deferred future revenues                                                                 1,534         1,039
Other                                                                                      101           124
- -------------------------------------------------------------------------------------------------------------
Gross deferred tax asset                                                                14,255         7,102
- -------------------------------------------------------------------------------------------------------------
    Net deferred tax liability                                                          $9,921       $11,398
- -------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                     Year Ended December 31
                                                                         --------------------------------------------
                                                                                  1996           1995         1994         
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>           <C>           <C>   
Statutory tax rate                                                                35.0%         35.0%         35.0%
Other                                                                              4.3           0.2          (0.1) 
- ---------------------------------------------------------------------------------------------------------------------
    Provision for income taxes                                                    39.3%         35.2%         34.9%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


4.  RELATED PARTY TRANSACTIONS
- ------------------------------
  
Affiliates provide  technical,  financial and legal support to the Company under
administrative service agreements. The cost of these services to the Company for
years ended  December  31,  1996,  1995 and 1994 was  $8,907,  $4,858 and $4,029
respectively.  The Company also leased  office space and furniture and equipment
from  affiliates  during 1995 and 1994.  The cost of these leases to the Company
for the years ended December 31, 1995,  and 1994 was $37 and $40,  respectively.
Under the terms of investment advisory agreements, the Company paid $73, $44 and
$43 for the years ended December 31, 1996, 1995 and 1994 to Ameritas  Investment
Advisors  Inc., an indirect  wholly-owned  subsidiary of Ameritas Life Insurance
Corp.

The Company entered into  reinsurance  agreements  (yearly  renewable term) with
affiliates. Under this agreement, these affiliates assume life insurance risk in
excess of the Company's $100 retention  limit.  The Company paid $3,301,  $2,280
and  $1,333 of net  reinsurance  premiums  to  affiliates  for the  years  ended
December  31,  1996,  1995 and 1994,  respectively.  The  Company  has  received
reinsurance  recoveries from  affiliates of $659,  $1,472 and $519 for the years
ended December 31, 1996, 1995 and 1994, respectively.

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

The  Company's  variable  life and variable  annuity  products  are  distributed
through   Ameritas   Investment   Corp.,  a  wholly-owned   subsidiary  of  AMAL
Corporation.  The  Company  received  $54,  $192 and $272  for the  years  ended
December 31, 1996, 1995 and 1994 respectively,  from this affiliate to partially
defray  the  costs  of  materials  and  prospectuses.  Policies  placed  by this
affiliate generated  commission expense of $20,373,  $14,028 and $15,223 for the
years ended December 31, 1996, 1995 and 1994, respectively.

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

5.  EMPLOYEE AND AGENT BENEFIT PLANS
- ------------------------------------

The Company is included in the noncontributory defined-benefit pension plan that
covers  substantially  all  full-time  employees  of ALIC and its  subsidiaries.
Pension costs include current  service costs,  which are accrued and funded on a
current  basis,  and past service  costs,  which are amortized  over the average
remaining  service life of all  employees on the adoption  date.  The assets and
liabilities  of this  plan are not  segregated.  The  Company  had no full  time
employees  during 1996 or 1995. Total Company  contributions  for the year ended
December 31, 1994 was $47.

The Company's  employees also participate in a defined  contribution thrift plan
that covers  substantially  all full-time  employees of Ameritas Life  Insurance
Corp. and its subsidiaries.  Company matching contributions under the plan range
from 1% to 3% of the  participant's  compensation.  The Company had no full time
employees  during 1996 or 1995. Total Company  contributions  for the year ended
December 31, 1994 was $20.

The Company is also included in the  postretirement  benefit  plans  provided to
retired employees of Ameritas Life Insurance Corp. and its  subsidiaries.  These
benefits are a specified  percentage  of premium  until age 65 and a flat dollar
amount  thereafter.  Employees  become  eligible  for  these  benefits  upon the
attainment of age 55, 15 years of service and  participation in the plan for the
immediately  preceding  5 years.  Benefit  costs  include the  expected  cost of
postretirement  benefits for newly eligible employees,  interest cost, and gains
and losses arising from  differences  between  actuarial  assumptions and actual
experience.  The assets and  liabilities  of this plan are not  segregated.  The
Company  had  no  full  time  employees  during  1996  or  1995.  Total  Company
contribution for the year ended December 31, 1994 was $7.

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

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


6.  STOCKHOLDER'S EQUITY
- ------------------------

  Net  income(loss),  as  determined  in accordance  with  statutory  accounting
practices,  was $855, $(19), and $(3,900) for 1996, 1995 and 1994, respectively.
The Company's  statutory surplus was $44,100,  $13,800,  and $12,600 at December
31, 1996,  1995 and 1994,  respectively.  Effective  January 1, 1996 the Company
changed  reserving  methods  used for most  existing  products  resulting  in an
increase in statutory surplus of approximately $20,601.

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

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS
- ---------------------------------------

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

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

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

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

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

   Cash  and  cash  equivalents,  accrued  investment  income   and  reinsurance
   recoverable
    The carrying  amounts reported in the balance sheet equals fair value due to
    the nature of these instruments.

   Accumulated contract values
    Funds on  deposit  which do not have  fixed  maturities  are  carried at the
    amount payable on demand at the reporting date.
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ---------------------------------------- 
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
             -----------------------------------------------------
                                 (in thousands)


7.  FAIR VALUE OF FINANCIAL INSTRUMENTS (continued):
- ----------------------------------------------------
<TABLE>
<CAPTION>

  Estimated fair values as of December 31, are as follows:
                                                                                                December 31
                                                                         --------------------------------------------------------
                                                                                     1996                         1995
                                                                         --------------------------------------------------------
                                                                            Carrying        Fair        Carrying         Fair
                                                                             Amount         Value        Amount          Value
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>           <C>           <C>             <C> 
Financial Assets:
  Fixed maturity securities available for sale                               $62,621       $62,621       $40,343         $40,343
  Loans on insurance policies                                                  4,309         3,843         2,639           2,346
  Cash and cash equivalents                                                   10,684        10,684         5,660           5,660
  Accrued investment income                                                    1,096         1,096           790             790
  Reinsurance recoverable - affiliates                                             9             9            57              57

Financial Liabilities:
  Accumulated contract values excluding amounts held under
  insurance contracts                                                        $70,640       $70,640       $39,283         $39,283

</TABLE>

8.  SEPARATE ACCOUNTS
- ---------------------

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

<TABLE>
<CAPTION>
Amounts in the Separate Accounts are:
                                                                                                             December 31
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                          1996           1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>              <C>   
Separate Account V                                                                                      $136,079         $93,610
Separate Account VA-2                                                                                    811,501         588,872
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        $947,580        $682,482
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

Separate Account VA-2 allows investment in the Variable Insurance Products Fund,
Variable  Insurance  Products Fund II, Alger American Fund,  Dreyfus Stock Index
Fund and the MFS Variable  Insurance Trust with the same portfolios as described
above.


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