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

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 in exchange for  first-year  premium
payments  of $2,000 or more and  subsequent  premium  payments  of $500 or more.
Smaller  premium  payments  may  be  accepted  on  Bank-O-Matic  or  at  AVLIC's
discretion.

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

Premium  payments  will be  allocated to the Ameritas  Variable  Life  Insurance
Company Separate  Account VA-2 ("Account") or to the Fixed Account.  The initial
premium  payment will be allocated  to the Money  Market  Subaccount,  as of the
effective date, for 13 days. After the expiration of the 13-day period (see page
19) the accumulation  value will be allocated to the Subaccounts or to the Fixed
Account  as  selected  by the  Policyowner.  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
                                                                          Page
<S>                                                                       <C>
Definitions.............................................................    3
Fee Table...............................................................    5
Questions and Answers About The Policy..................................    8
Financial Statements ...................................................   11
Performance Data........................................................   13
Ameritas Variable Life Insurance Company and the Account................   13
Ameritas Variable Life Insurance Company................................   13
Ameritas Variable Life Insurance Company Separate Account VA-2..........   13
The Funds...............................................................   14
Investment Policies and Objectives of the Funds' Portfolios.............   15
Addition, Deletion or Substitution of Investments.......................   18
The Fixed Account.......................................................   18
The Policy..............................................................   19
     Policy Application and Premium Payment.............................   19
     Allocation of Premium..............................................   19
     Accumulation Value.................................................   20
     Value of Accumulation Units........................................   20
     Transfers..........................................................   20
     Owner Inquiries....................................................   20
     Refund Privilege...................................................   20
     Policy Loans.......................................................   21
Charges and Deductions..................................................   21
     Administrative Charges.............................................   21
     Mortality and Expense Risk Charge..................................   22
     Contingent Deferred Sales Charge...................................   22
     Taxes..............................................................   23
     Fund Investment Advisory Fees and Expenses.........................   23
Distributions Under the Policy..........................................   23
     Full and Partial Withdrawals.......................................   23
     Critical Needs Withdrawals.........................................   24
     Annuity Date.......................................................   24
     Death of Annuitant Prior to Annuity Date ..........................   24
     Election of Annuity Income Options.................................   25
     Annuity Income Options.............................................   25
     Deferment of Payment...............................................   25
General Provisions......................................................   26
     Control of Policy..................................................   26
     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.....................................   28
Third Party Services....................................................   29
Voting Rights...........................................................   29
Legal Proceedings.......................................................   29
Statement of Additional Information.....................................   29
</TABLE>

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

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


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

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

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

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

ANNUITY DATE - The date on which annuity payments begin.

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

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

AVLIC ("We,  Us, Our") - Ameritas  Variable Life Insurance  Company,  a Nebraska
stock company.

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

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

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

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

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

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

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

FUNDS - The  Variable  Insurance  Products  Fund  ("VIPF"),  Variable  Insurance
Products  Fund II ("VIPF II")  (collectively  the "Fidelity  Funds"),  the Alger
American Fund,  ("Alger American Fund"),  the 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.

JOINT  ANNUITANT - The person other than the  annuitant who may be designated by
the owner and on whose life annuity payments may also be based.
<PAGE>
NET CASH SURRENDER VALUE - The cash surrender value less premium tax, if any.

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

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

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

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

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

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

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

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

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

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

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

VALUATION PERIOD - The period between two successive valuation dates, commencing
at the close of trading on the New York Stock Exchange ("NYSE") on one valuation
date and  ending  at the  close of  trading  on the NYSE on the next  succeeding
valuation date.
<PAGE>
FEE TABLE
CONTRACT OWNER TRANSACTION EXPENSES

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


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

            %                Year                   %                 Year

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

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

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

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)

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%
</TABLE>
<PAGE>
<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>    
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."

(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.

- ---------------
<PAGE>
<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                                     $79               $117              $139             $213
Equity-Income                                    $81               $125              $152             $240
Growth                                           $82               $129              $157             $251
High Income                                      $83               $130              $159             $255
Overseas                                         $85               $136              $170             $277
Asset Manager                                    $83               $130              $160             $257
Investment Grade Bond                            $81               $126              $153             $242
Asset Manager: Growth                            $84               $134              $166             $270
Index 500                                        $78               $117              $138             $211
Contrafund                                       $83               $130              $159             $255
Alger American Growth                            $83               $132              $163             $263
Alger American Income and Growth                 $84               $133              $164             $266
Alger American Small Capitalization              $84               $135              $168             $273
Alger American Balanced                          $87               $143              $181             $298
Alger American MidCap Growth                     $84               $134              $166             $269
Alger American Leveraged AllCap                  $86               $141              $178             $293
MFS Emerging Growth                              $86               $138              $174             $284
MFS Utilities                                    $86               $138              $174             $284
MFS World Governments                            $86               $138              $174             $284
MFS Research                                     $86               $138              $174             $284
MFS Growth With Income                           $86               $138              $174             $284
Morgan Stanley Emerging Markets Equity           $93               $161              $211             $356
Morgan Stanley Global Equity                     $87               $143              $181             $299
Morgan Stanley International Magnum              $87               $143              $181             $299
Morgan Stanley Asian Equity                      $88               $144              $184             $304
Morgan Stanley U.S. Real Estate                  $87               $141              $179             $294
</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                                    $79                $57               $99              $213
Equity-Income                                   $81                $65               $112             $240
Growth                                          $82                $69               $117             $251
High Income                                     $83                $70               $119             $255
Overseas                                        $85                $76               $130             $277
Asset Manager                                   $83                $70               $120             $257
Investment Grade Bond                           $81                $66               $113             $242
Asset Manager: Growth                           $84                $74               $126             $270
Index 500                                       $78                $57               $98              $211
Contrafund                                      $83                $70               $119             $255
Alger American Growth                           $83                $72               $123             $263
Alger American Income and Growth                $84                $73               $124             $266
Alger American Small Capitalization             $84                $75               $128             $273
Alger American Balanced                         $87                $83               $141             $298
Alger American MidCap Growth                    $84                $74               $126             $269
Alger American Leveraged AllCap                 $86                $81               $138             $293
MFS Emerging Growth                             $86                $78               $134             $284
MFS Utilities                                   $86                $78               $134             $284
MFS World Governments                           $86                $78               $134             $284
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

<S>                                            <C>                <C>               <C>              <C> 
MFS Research                                    $86                $78               $134             $284
MFS Growth With Income                          $86                $78               $134             $284
Morgan Stanley Emerging Markets Equity          $93                $101              $171             $356
Morgan Stanley Global Equity                    $87                $83               $141             $299
Morgan Stanley International Magnum             $87                $83               $141             $299
Morgan Stanley Asian Equity                     $88                $84               $144             $304
Morgan Stanley U.S. Real Estate                 $87                $81               $139             $294
</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                                    $19                $57               $99              $213
Equity-Income                                   $21                $65               $112             $240
Growth                                          $22                $69               $117             $251
High Income                                     $23                $70               $119             $255
Overseas                                        $25                $76               $130             $277
Asset Manager                                   $23                $70               $120             $257
Investment Grade Bond                           $21                $66               $113             $242
Asset Manager: Growth                           $24                $74               $126             $270
Index 500                                       $18                $57               $98              $211
Contrafund                                      $23                $70               $119             $255
Alger American Growth                           $23                $72               $123             $263
Alger American Income and Growth                $24                $73               $124             $266
Alger American Small Capitalization             $24                $75               $128             $273
Alger American Balanced                         $27                $83               $141             $298
Alger American MidCap Growth                    $24                $74               $126             $269
Alger American Leveraged AllCap                 $26                $81               $138             $293
MFS Emerging Growth                             $26                $78               $134             $284
MFS Utilities                                   $26                $78               $134             $284
MFS World Governments                           $26                $78               $134             $284
MFS Research                                    $26                $78               $134             $284
MFS Growth With Income                          $26                $78               $134             $284
Morgan Stanley Emerging Markets Equity          $33                $101              $171             $356
Morgan Stanley Global Equity                    $27                $83               $141             $299
Morgan Stanley International Magnum             $27                $83               $141             $299
Morgan Stanley Asian Equity                     $28                $84               $144             $304
Morgan Stanley U.S. Real Estate                 $27                $81               $139             $294
</TABLE>

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


QUESTIONS AND ANSWERS ABOUT THE POLICY

NOTE:  The  following  section  contains  brief  questions and answers about the
Policy.  Reference  should  be made to the  body of  this  Prospectus  for  more
detailed  information.  With respect to qualified  policies,  it should be noted
that the  requirements  of a particular  retirement  plan, an endorsement of the
Policy,  or  limitations or penalties  imposed by the Internal  Revenue Code may
impose  limits or  restrictions  on  premiums,  withdrawals,  distributions,  or
benefits,  or on other provisions of the Policies,  and this Prospectus does not
describe any such limitations or  restrictions.  See "Federal Tax Matters," page
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 and to receive  annuity  payments  when
     desired. 
<PAGE>
     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  designated  payee.  The owner may  select  from a number of
     annuity  income  options,  including  annuity  payments  for the life of an
     annuitant (or an annuitant and another person, the joint annuitant) with or
     without  a  guaranteed  number of  annuity  payments,  or for a  designated
     period,  for a designated  amount,  or for an interest payment option.  The
     annuity  payments remain the same throughout the payment period,  unless an
     interest payment option is selected.

     The owner also has some flexibility in choosing the annuity date;  however,
     without AVLIC's prior approval, payments must begin no later than the first
     day of the month after the annuitant's 95th birthday (90th in Oregon). (See
     "Annuity Date," page 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 14).

4.   INVESTMENTS IN THE FIXED ACCOUNT.
     Premium  payments  allocated to the Fixed Account are placed in the general
     account  of  AVLIC  which  supports  insurance  and  annuity   obligations.
     Policyowners  are paid interest on the amounts  placed in the Fixed Account
     at  guaranteed  rates  (4.5%) or at higher  "declared  rates."  (See "Fixed
     Account," page 18).

5.   HOW DO I PURCHASE A POLICY?
     You may  purchase a Policy with a  first-year  premium  payment of at least
     $2,000.  You may make subsequent  premium payments of $500 or more. Smaller
     premium payments may be accepted on Bank-O-Matic or at AVLIC's  discretion.
     The total of all premium  payments made under annuity  contracts having the
     same annuitant may not exceed  $1,000,000  without  AVLIC's prior approval.
     (See "Policy Application and Premium Payment," page 19.)

6.   HOW MAY I ALLOCATE THE PREMIUM PAYMENT?
     On the effective  date of the Policy,  the premium paid is allocated to the
     Money  Market  Subaccount.  Thirteen  days after the  effective  date,  the
     accumulation  value is allocated  among the Subaccounts or Fixed Account in
     accordance with the allocation  instructions designated by the owner in the
     application. (See "Allocation of Premium," page 19.)

7.   CAN I TRANSFER AMOUNTS?
     Transfers of the  accumulation  value among the  Subaccounts of the Account
     can be made 12 times each policy year without charge. A transfer charge may
     be   imposed   each   additional   time   amounts  are  transferred between
     Subaccounts.   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
     from which the transfer is made.  The  minimum  amount  which  can   remain
     in a  Subaccount as a result of a transfer is $100.00.   Any  amount  below
     this minimum must be included in the amount transferred. Transfers may also
     be  made   from the Subaccounts  to  the Fixed  Account.  Up to one hundred
     percent of the amount  deposited in the Fixed Account plus interest thereon
     may  be   transferred  out   of  the Fixed Account during the 30 day period
     following the yearly anniversary of the date of the policy.  
<PAGE>
     Transfers from the Fixed Account are free and will  not  be considered  one
     of the 12 free yearly  transfers.  (See "Transfers," page 20.)

 8.  CAN I GET TO MY MONEY IF I NEED IT?
     All or part of the accumulation value of the Policy may be withdrawn before
     the earlier of the annuitant's  death or the annuity date. Policy loans are
     available from policies purchased in 403(b) plans. The withdrawal right may
     be restricted by Section 403(b)(11) of the IRS code, if the annuity is used
     in connection with a Section 403(b) retirement plan.  Amounts withdrawn may
     also be subject to a contingent  deferred  sales charge  depending upon the
     size of the withdrawal,  the Policy  accumulation value, and the time since
     the Policy premiums were deposited. A policyowner may withdraw that portion
     of the policy  accumulation value that exceeds the total premiums deposited
     without a contingent  deferred sales charge.  Thereafter,  unless waived, a
     contingent  deferred  sales charge is assessed  only on premiums paid based
     upon the number of years since the premiums withdrawn were paid, on a first
     paid,  first  withdrawn  basis.  The contingent  deferred sales charge is a
     maximum of 6% of the premium  payment  withdrawn and grades to 0% after the
     seventh year after the withdrawn premiums were deposited.  (See "Contingent
     Deferred Sales Charge," page 22.) WE GUARANTEE THAT THIS CHARGE WILL NOT BE
     INCREASED. In addition, upon a full withdrawal the owner will be assessed a
     pro rata portion of the annual policy fee.  (See "Annual  Policy Fee," page
     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 entire premium payment,  we currently
     do not deduct  sales  charges at the time of  investment.  However,  unless
     waived, a contingent  deferred sales charge, as described above, is imposed
     on certain full or partial withdrawals of the Policies and annuitization to
     cover  certain  expenses  relating to the sale of the  Policies,  including
     commissions to registered  representatives and other promotional  expenses.
     (See  "Contingent  Deferred Sales  Charge," page 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,  such taxes will be deducted
     at that time. (See "Taxes," page 23.) In addition, an annual administration
     fee of .20% of the year end balance of the  accumulation  value is deducted
     to cover  administrative  expenses,  and the  policyowner  may be charged a
     $10.00 per  transfer fee after the 12 free  transfers of each policy.  (See
     "Annual  Administration  Fee," and  "Transfers,"  pages 21 and 20.) Certain
     other  charges  are  deducted  under  the  Policy  to cover  administrative
     expenses of operating  the Policy and mortality  and expense  risks.  These
     charges include a daily charge at the annual rate of 1.25% of average daily
     net assets of the Account plus an annual charge which is currently  $30.00.
     Mortality  and  expense  risk  charges  are not  charged  against the Fixed
     Account.  (See  "Mortality  and Expense Risk  Charge,"  page 22 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 due
     proof of death, the death benefit becomes payable. The death benefit may be
     paid as either a lump sum cash benefit or under an annuity income option.
     (See "Death of Annuitant Prior to Annuity Date," page 24.)

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

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

FINANCIAL STATEMENTS

The  financial  statements  for AVLIC and the Account (as well as the  auditors'
report thereon) are in the Statement of Additional Information.

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

Following are the accumulation unit values for the Subaccounts as of October 23,
1987, when the Account commenced business;  December 31, 1987, 1988, 1989, 1990,
1991, 1992,  1993,  1994, 1995 and 1996. The number of outstanding  accumulation
units in each Subaccount as of December 31, 1987,  1988, 1989, 1990, 1991, 1992,
1993, 1994, 1995 and 1996 are also shown:


ACCUMULATION UNIT
AS OF:           10-23-87   12-31-87  12-31-88  12-31-89   12-31-90   12-31-91   12-31-92  12-31-93  12-31-94   12-31-95   12-31-96
                 --------   --------  --------  --------   --------   ---------  --------  --------  --------- ---------  ---------
<S>               <C>         <C>     <C>       <C>        <C>        <C>        <C>        <C>      <C>        <C>       <C>

Money Market         -         -        1.020     1.099      1.173      1.000      1.262      1.286    1.325      1.385     1.442
Equity-Income        -         -       11.315    13.118     10.971     11.850     16.460     19.217   20.322     27.112    30.599
Growth             9.840    10.364     11.853    15.380     13.399     18.510     20.795     24.517   24.207     32.375    36.673
High Income        9.500     9.742     10.750    10.167      9.797      9.550     15.910     18.938   18.414     21.896    24.658
Overseas           9.240     9.457     10.099    12.597     12.216     13.100     11.507     15.601   15.674     16.964    18.967
Asset Manager*       -         -          -         -       10.523     12.550     14.076     16.830   15.609     18.030    20.407
Inv. Grade Bond**    -         -          -         -          -       11.080     12.074     13.232   12.577     14.574    14.851
Asset Manager:
Growth*****          -         -          -         -          -         -            -         -         -      12.270    14.536
Index 500*****       -         -          -         -          -         -            -         -         -      75.455    91.522
Contrafund*****      -         -          -         -          -         -            -         -         -      13.903    16.657
Alger American  
Growth***            -         -          -         -          -         -        20.017     24.209   24.259     32.678    36.580 
Income and
Growth***            -         -          -         -          -         -        13.831     15.073   13.654     18.224    21.541 
Small Cap***         -         -          -         -          -         -        27.043     30.286   28.603     40.773    41.950
Balanced****         -         -          -         -          -         -            -      11.499   10.872     13.813    15.028
MidCap****           -         -          -         -          -         -            -      13.563   13.190     18.820    20.796  
Leveraged
AllCap*****          -         -          -         -          -         -            -         -         -      17.358    19.207 
MFS Emerging
Growth*****          -         -          -         -          -         -            -         -         -      11.693    13.514
MFS Utilities*****   -         -          -         -          -         -            -         -         -      13.345    15.620
MFS World
Governments*****     -         -          -         -          -         -            -         -         -      11.184    11.489
MFS Research******   -         -          -         -          -         -            -         -         -         -         -
MFS Growth     
With Income******    -         -          -         -          -         -            -         -         -         -         -  
Emerging Markets
Equity******         -         -          -         -          -         -            -         -         -         -         -    
Global Equity******
International        -         -          -         -          -         -            -         -         -         -         -    
Magnum******
Asian Equity******   -         -          -         -          -         -            -         -         -         -         -     
U.S. Real            -         -          -         -          -         -            -         -         -         -         -     
Estate******
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF ACCUMULATION UNITS
OUTSTANDING
AS OF:            12-31-87        12-31-88      12-31-89        12-31-90          12-31-91        12-31-92         12-31-93
                 -----------    ------------   ------------ ----------------  --------------- ----------------  ----------------
<S>             <C>            <C>            <C>          <C>               <C>              <C>             <C>                
Money Market          -         157,416.729    208,280.871  11,911,544.496    15,150,911.120  23,516,860.733    24,394,597.763 
Equity-Income         -          15,337.513     79,609.928     536,146.361       873,089.237   1,090,217.227     1,692,367.958
Growth           1,251.918        3,944.769      4,476.273     344,241.440       832,635.695    1,058,120.400    1,930,905.248
High Income        155.907       15,646.599     52,878.092      75,439.485       429,942.219     404,678.129       780,485.192
Overseas           109.209        2,271.707     72,009.171     214,204.062       261,859.646      452,257.534    1,680,013.325
Asset Manager*        -              -              -          187,701.160     1,037,390.785    2,461,567.482    5,540,619.649
Inv. Grade Bond**     -              -              -                -           151,044.569      799,187.033    1,220,611.462
Asset Manager:
Growth*****           -              -              -                -                 -                -                -      
Index 500*****        -              -              -                -                 -                -                -      
Contrafund*****       -              -              -                -                 -                -                -      
Alger American
Growth***             -              -              -                -                 -           61,910.658      166,606.094
Income and 
Growth***             -              -              -                -                 -           33,407.531       98,620.982
Small Cap***          -              -              -                -                 -          222,600.706      539,880.302
Balanced****          -              -              -                -                 -                -           34,686.690 
MidCap****            -              -              -                -                 -                -           91,504.219   
Leveraged
AllCap*****           -              -              -                -                 -                -                -        
MFS Emerging
Growth*****           -              -              -                -                 -                -                -        
MFS Utilities*****    -              -              -                -                 -                -                -       
MFS World
Governments*****      -              -              -                -                 -                -                -       
MFS Research******    -              -              -                -                 -                -                -         
MFS Growth            -              -              -                -                 -                -                -
With Income******     -              -              -                -                 -                -                -        
Emerging Markets
Equity******          -              -              -                -                 -                -                -
Global Equity******   -              -              -                -                 -                -                -        
International 
Magnum******          -              -              -                -                 -                -                -         
Asian Equity******    -              -              -                -                 -                -                -     
U.S Real 
Estate******          -              -              -                -                 -                -                -        
</TABLE>
<TABLE>
<CAPTION>

                              12-31-94          12-31-95           12-31-96
                          ---------------    --------------    ----------------
<S>                      <C>                <C>                <C>
Money Market              48,755,227.272     41,390,848.004     38,305,988.303
Equity-Income              2,332,200.380      4,341,950.825      4,005,999.533
Growth                     2,448,226.330      2,680,503.815      2,841,801.470
High Income                1,076,076.694      1,638,820.985      1,983,835.169
Overseas                   2,050,429.513      2,693,065.371      2,676,510.350
Asset Manager*             7,758,786.284      6,384,770.138      5,829,761.845 
Inv. Grade Bond**          1,185,301.883      1,584,105.144      1,649,736.501 
Asset Manager:
Growth*****                       -              18,219.455        131,061.318 
Index 500*****                    -               8,789.710        136,170.960
Contrafund*****                   -             179,239.249      1,297,694.248  
Alger American
Growth***                    641,126.689        743,312.674        999,195.999
Income and
Growth ***                   172,001.664        366,345.060        453,812.266
Small Cap***                 671,144.393      1,084,733.736      1,182,697.070
Balanced****                  94,786.818        182,890.799        268,181.328 
MidCap****                   268,394.026        793,128.739      1,089,363.623 
Leveraged
All Cap*****                       -             59,364.752        188,702.059
MFS Emerging
Growth*****                        -             80,881.596        874,037.108
MFS Utilities*****                 -             40,557.341        191,935.241  
MFS World
Governments*****                   -             15,779.622         68,811.144
MFS Research******                 -                  -                  -      
MFS Growth                         -                  -                  -
With Income******                  -                  -                  - 
Emerging Markets 
Equity******                       -                  -                  -
Global Equity******                -                  -                  -
International  
Magnum******                       -                  -                  - 
Asian Equity******                 -                  -                  -
U.S Real 
Estate******                       -                  -                  -
</TABLE>

*        No activity prior to December 31, 1989.
**       No activity prior to December 31, 1990.
***      No activity prior to December 31, 1991.
****     No activity prior to December 31, 1992.
*****    No activity prior to December 31, 1994.
******   No activity prior to December 31, 1996.
<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 Policyowners, the ratings and
other information  assigned it, by one or more independent rating services.  The
purpose of the ratings is to reflect the financial strength and/or claims-paying
ability of AVLIC.  The ratings do not relate to the  performance of the separate
account. Further AVLIC may publish charts and other information concerning asset
allocation, dollar cost averaging, tax-deference and other investment methods.


AMERITAS VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-2

AVLIC  established the Ameritas Variable Life Insurance Company Separate Account
VA-2  (the  "Account")  on May  28,  1987,  under  Nebraska  law  as a  separate
investment  account.  This Account holds assets that are segregated  from all of
AVLIC's other assets and are not chargeable with liabilities  arising out of any
other business AVLIC may conduct.  Income,  gains,  or losses of the Account are
credited without regard to other income, gains, or losses of AVLIC. Although the
assets  maintained  in the  Account  will not be  charged  with any  liabilities
arising  out of  AVLIC's  other  business,  all  obligations  arising  under the
policies are  liabilities of AVLIC who will at all times maintain  assets in the
Account  with a total  market  value at least  equal to the  reserve  and  other
contract  liabilities  for the Account.  The Account  will at all times  contain
assets equal to or greater than account values invested in the separate account.
Nevertheless,  to the extent assets in the Account exceed AVLIC's liabilities in
the Account,  AVLIC may,  from time to time,  withdraw  the assets  available to
cover general account obligations.
<PAGE>
The Account is registered  with the Securities and Exchange  Commission  ("SEC")
under the  Investment  Company  Act of 1940  ("1940  Act") as a unit  investment
trust,  which is a type of  investment  company.  This does not  involve any SEC
supervision  of the  management  or  investment  policies  or  practices  of the
Account. For state law purposes, the Account is treated as a Division of AVLIC.

THE FUNDS
There are  currently  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 covertible   
                                                                                  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 periods,   income to the extent consistent with prudent
                          it is a fundamental policy of the Portfolio to           investment management.  Capital appreciation
                          invest, at least 65% of its total assets in dividend     is a secondary objective of the Portfolio.
                          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        At least 65% will  normally  be  invested  in common     Seeks to provide reasonable current income and
Series                    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 20).

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

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

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

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

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

This  Policy  may be  purchased  on a  non-tax  qualified  basis  ("nonqualified
policy").  The Policy may also be purchased  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  must be submitted with an initial
premium  payment of not less than $2,000 unless other  provisions for payment of
the $2,000  premium  are made.  Acceptance  is  subject to AVLIC's  underwriting
rules,  and AVLIC  reserves the right to reject an  application  for any reason.
After the policy is issued,  an owner may make  additional  premium  payments of
$500 or more.  Smaller  premium  payments may be accepted on  Bank-O-Matic or at
AVLIC's  discretion.  Also,  AVLIC has the right  not to accept  total  premiums
greater than  $1,000,000,  or a premium payment where the total premium payments
made under AVLIC annuity contracts having the same annuitant exceed $1,000,000.

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

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

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


ALLOCATION OF PREMIUM

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

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

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

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

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

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

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

VALUE OF ACCUMULATION UNITS

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

TRANSFERS

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

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

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


OWNER INQUIRIES

Inquiries should be addressed to Ameritas Variable Life Insurance  Company,  One
Ameritas Way, 5900 "O" Street, P.O. Box 82550,  Lincoln,  Nebraska 68501 or made
by calling  1-800-745-1112.  All inquiries  should include the policy number and
the owner's name.

REFUND PRIVILEGE

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

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

All loans must be repaid within five years with  substantially  level  amortized
payments made at least quarterly.  Repayment for loans to purchase a dwelling to
be used, within a reasonable time, as your principal  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, subject to distribution limitations.

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 policyowner is currently
earning  4.5%  and is  guaranteed  to  earn  4.5%  on the  amount  securing  the
indebtedness.  The  accumulation  values  transferred out of the Account will be
allocated   among  the  subaccounts  or  Fixed  Account  as  instructed  by  the
policyowner  when the loan is  requested.  If no  instructions  are  given,  the
amounts will be withdrawn in  proportion to the various  accumulation  values in
the subaccounts or the Fixed Account.  Upon repayment of the loan, the transfers
back into the Account or Fixed Account will be allocated in accordance  with the
allocation instructions in effect when the payments are made.

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


CHARGES AND DEDUCTIONS

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

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

ADMINISTRATIVE CHARGES

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

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

AVLIC does not expect to make a profit on the charges for the annual  policy and
annual administrative fees.
<PAGE>
MORTALITY AND EXPENSE RISK CHARGE

AVLIC  imposes a charge to  compensate  it for  bearing  certain  mortality  and
expense risks under the Policies.  For assuming these risks, AVLIC makes a daily
charge  equal to an annual rate of 1.25% of the value of the  average  daily net
assets of the Account.  Of that amount,  approximately  .55% is charged to cover
the mortality risks and .70% is charged to cover the expense risks assumed under
the Policies.  This charge is subtracted when determining the daily accumulation
unit value.  AVLIC  guarantees  that this charge  will never  increase.  If this
charge is  insufficient  to cover  assumed  risks,  the loss will fall 

on AVLIC. Conversely, if the charge proves more than sufficient, any excess will
be added to AVLIC's surplus.  No mortality and risk expense charge is imposed on
the Fixed Account.

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

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


CONTINGENT DEFERRED SALES CHARGE

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

Those  annuitants  whose  policies  have been in force for at least one year and
meet certain  conditions may make  withdrawals  without  surrender  charges (See
"Critical Needs Withdrawals," page 24).

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:


        %                 Year          %                  Year

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

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

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

AVLIC does not expect to incur any federal income tax liability  attributable to
investment  income or capital gains  retained as part of the reserves  under the
Policies.  (See "Federal Tax Matters," page 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 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 partial  withdrawals may also be established on a
predetermined,  systematic  basis.  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 a pro rata amount of the annual policy fee that would
be due on the last valuation  date of the policy year. The cash surrender  value
may be paid in a lump sum to the owner,  or, if elected,  all or any part may be
paid out under an annuity income  option.  (See "Annuity  Income  Options," page
25.)
<PAGE>
CRITICAL NEEDS WITHDRAWALS  

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

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

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

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

DEATH OF ANNUITANT PRIOR TO ANNUITY DATE

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

ELECTION OF ANNUITY INCOME OPTIONS

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

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

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


ANNUITY INCOME OPTIONS

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

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

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

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

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

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

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

DEFERMENT OF PAYMENT

Payment of any cash  withdrawal  or lump sum death  benefit due from the Account
will occur within seven days from the date the amount  becomes  payable,  except
that AVLIC may be permitted to defer such payment if:
<PAGE>
 a)    the New York Stock Exchange is closed other than customary weekend and 
       holiday closing or trading on the New York Stock Exchange is restricted
       as determined by the SEC; or

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

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

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

GENERAL PROVISIONS

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

CONTROL OF POLICY

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

BENEFICIARY

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

CHANGE OF BENEFICIARY

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

CONTESTABILITY

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

MISSTATEMENT OF AGE OR SEX

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

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

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

2.     if we made underpayments, the balance due plus interest at the rate of 6%
       per year compounded yearly will be paid in a lump sum.
<PAGE>
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 23.)

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

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


TAXATION OF ANNUITIES IN GENERAL

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

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

The  taxable  portion of a  distribution  (in the form of an annuity or lump sum
payment)  is taxed as ordinary  income,  subject to any income  averaging  rules
applicable to taxpayers generally. For this purpose, the assignment,  pledge, or
agreement to assign or pledge any portion of the  accumulation  value  generally
will be treated as a distribution.
<PAGE>
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 certain other  circumstances.  Distributions from qualified plans
are subject to specific tax withholding rules.  Eligible rollover  distributions
from a qualified  plan or  annuities  used in 403(b) plans are subject to income
tax  withholding  at a rate of 20%  unless  the  policyowner  elects to have the
distribution  paid directly by AVLIC to an eligible  retirement plan in a direct
rollover.  If the distribution is not an eligible rollover  distribution,  it is
generally  subject  to  the  same  withholding   rules  as  distributions   from
non-qualified policies.


DISTRIBUTION OF THE POLICIES

Ameritas  Investment Corp.  ("Investment  Corp."), a wholly-owned  subsidiary of
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% 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.

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 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 
<PAGE>
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.


STATEMENT OF ADDITIONAL INFORMATION

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


                                                         Page
<S>                                                     <C>
GENERAL INFORMATION AND HISTORY.......................    2
THE POLICY............................................    2
GENERAL MATTERS.......................................    6
FEDERAL TAX MATTERS...................................    7
DISTRIBUTION OF THE POLICY............................    8
SAFEKEEPING OF ACCOUNT ASSETS.........................    9
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.

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>
APPENDIX B

STANDARD & POOR'S 500

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

<TABLE>
<CAPTION>

PERCENT CHANGE OF TOTAL RETURN
STANDARD & POOR'S 500 INDEX
                                    %
             YEAR                CHANGE
- -----------------------------------------
<S>         <C>                  <C> 
                                             Omitted graph depicts the activity
 1           1972                 18.90      of the S&P 500 Index for the years
 2           1973                -14.77      1971-1996.
 3           1974                -26.39
 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>
Part B                                                Registration No. 33-33844



                    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......................................     3
- -------------------------------
GENERAL MATTERS......................................................     6
- ---------------
          The Policy.................................................     6
          ---------- 
          Non-Participating..........................................     6
          -----------------
          Assignment.................................................     6
          ----------
          Annuity Data...............................................     7 
          ------------
          Ownership..................................................     7
          ---------
          Joint Annuitant............................................     7
          ---------------
          IRS Required Distributions.................................     7
          --------------------------
FEDERAL TAX MATTERS..................................................     7
- -------------------
          Taxation of AVLIC..........................................     7
          -----------------
          Tax Status of the Policies.................................     8
          --------------------------
          Qualified Policies.........................................     8
          ------------------ 
DISTRIBUTION OF THE POLICY...........................................     8
- --------------------------
SAFEKEEPING OF ACCOUNT ASSETS........................................     9
- -----------------------------
AVLIC     ...........................................................     9
- -----
STATE REGULATION.....................................................     9
- ----------------
LEGAL MATTERS........................................................     9
- -------------
EXPERTS..............................................................     9
- -------
OTHER INFORMATION....................................................     9
- -----------------
FINANCIAL STATEMENTS.................................................     9
- --------------------
</TABLE>

                                      -1-
<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 or annual  administration fee deducted on that
            valuation date. In computing the  accumulation  value, the number of
            Subaccount  accumulation units allocated to the Policy is determined
            after any transfer among the Subaccounts.

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

    The value of each  Subaccount's  accumulation  units reflects the investment
performance of that Subaccount.

    The accumulation unit value of each Subaccount shall be calculated by:

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

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

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

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

                                      -2-
<PAGE>
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 managedby Morgan Stanley Asset Management, Inc.

      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 risk
and administrative  charge (1.25% on an annual basis), annual administration fee
of .20% and the annual policy fee. Since the contract is intended as a long-term
product,  the table also shows the average annual total return  assuming that no
money was withdrawn from the contract. The first column shows the average annual
total return if you surrender the contract at the end of the period,  the second
column shows the average annual return if you do not surrender the contract.

                                      -3-
<PAGE>
<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                        3.66%            9.66%           14.14%         14.61%           9.79%          9.79%
 Growth                               4.08%           10.08%           11.11%         11.63%          11.31%         11.31%
 High Income                          3.42%            9.42%           10.84%         11.37%           8.27%          8.27%
 Overseas                             2.61%            8.61%            4.44%          5.11%           3.40%          3.40%
Fidelity VIP II
- -----------------------------------
 Asset Manager                        3.98%            9.98%            6.83%          7.44%           7.62%          7.62%
 Inv. Grade Bond                     -7.30%           -1.30%            1.65%          2.38%           3.73%          3.73%
 Asset Manager: Growth                9.27%           15.27%             N/A            N/A           14.31%         16.87%
 Index 500                           12.08%           18.09%             N/A            N/A           12.34%         12.94%
 Contrafund                          10.61%           16.61%             N/A            N/A           23.05%         25.43%
</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.

<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                               2.74%            8.74%           12.48%         12.83%          15.16%         15.16%
 Income and Growth                    9.00%           15.00%            7.64%          8.11%           7.25%          7.25%
 Small Captalization                 -6.31%           -0.31%            6.33%          6.84%          16.82%         16.82%
 Balanced                            -0.40%            5.60%            5.05%          5.59%           4.20%          4.20%
 Mid-Cap Growth                       1.29%            7.29%             N/A            N/A           19.10%         19.93%
 Leveraged All-Cap                    1.45%            7.45%             N/A            N/A           34.05%         36.34%
MFS Variable Ins. Trust
- -----------------------------------
 Emerging Growth                      6.37%           12.37%             N/A            N/A           15.93%         19.74%
 Utilities                            7.85%           13.85%             N/A            N/A           18.85%         21.31%
 World Governments                   -6.48%           -0.48%             N/A            N/A            0.49%          2.75%
 Research                            11.60%           17.56%             N/A            N/A            7.05%         11.01%
 Growth with Income                  13.70%           19.66%             N/A            N/A           10.94%         15.61%
 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.

                                      -4-
<PAGE>
   In addition to average annual returns,  the subaccounts may quote  unaveraged
or  cumulative  total  returns  reflecting  the  simple  change  in  value of an
investment over a stated period.  Table 2 shows the cumulative total return on a
hypothetical  investment in the subaccounts  for the last year, 5 years,  and 10
years if applicable,  and/or from the date the portfolios  began  operations for
the  period  ending  December  31,  1996.  The  returns  reflect  the  risk  and
administrative  charge (1.25% on an annual basis),  annual administrative fee of
(.20%) and the  policy  fee.  Since the  contract  is  intended  as a  long-term
product,  the table also shows the  cumulative  total  returns  assuming that no
money was withdrawn from contract.  The first column shows the cumulative  total
return if you surrender the contract at the end of the period, the second column
shows the cumulative total return if you do not surrender the contract.
<TABLE>
<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                        3.66%            9.66%         93.72%            97.72%          163.51%        163.51%
 Growth                               4.08%           10.08%         69.35%            73.35%          203.96%        203.96%
 High Income                          3.42%            9.42%         67.31%            71.31%          148.35%        148.35%
 Overseas                             2.61%            8.61%         24.28%            28.28%           39.96%         39.96%
Fidelity VIP II
- ---------------------------------
 Asset Manager                        3.98%            9.98%         39.13%            43.13%           72.53%         72.53%
 Inv. Grade Bond                     -7.30%           -1.30%          8.50%            12.50%           34.95%         34.95%
 Asset Manager: Growth                9.27%           15.27%           N/A               N/A            31.06%         37.06%
 Index 500                           12.08%           18.09%           N/A               N/A            67.00%         71.00%
 Contrafund                          10.61%           16.61%           N/A               N/A            52.12%         58.12%
</TABLE>
<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                               2.74%             8.74%        80.07%            82.85%          213.28%        213.28%
 Income and Growth                    9.00%            15.00%        44.50%            47.68%           78.11%         78.11%
 Small Captalization                 -6.31%            -0.31%        35.92%            39.20%          268.87%        268.87%
 Balanced                            -0.40%             5.60%        27.91%            31.28%           35.72%         35.72%
 Mid-Cap Growth                       1.29%             7.29%         N/A                N/A            91.48%         96.48%
 Leveraged All-Cap                    1.45%             7.45%         N/A                N/A            77.65%         83.65%
MFS Variable Ins. Trust
- ---------------------------------
 Emerging Growth                      6.37%            12.37%         N/A                N/A            24.05%         30.05%
 Utilities                            7.85%            13.85%         N/A                N/A            41.79%         47.79%
 World Governments                   -6.48%            -0.48%         N/A                N/A             1.27%          7.27%
 Research                            11.60%            17.56%         N/A                N/A            10.42%         16.42%
 Growth with Income                  13.70%            19.66%         N/A                N/A            13.83%         19.83%
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.

                                      -5-
<PAGE>
   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 3.71% 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.


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, notwithstanding  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.

                                      -6-
<PAGE>
Annuity Data
- ------------

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

Ownership
- ---------

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -7-
<PAGE>
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
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
institutions  that have entered into agreements with Ameritas  Investment  Corp.
The offering 

                                      -8-
<PAGE>
of the Policies is continuous and Ameritas Investment Corp. has discontinued the
offering of this  policy in certain  states and  continues  to offer it in other
states. 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, Director and Secretary and General Counsel.

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.

                                      -9-
<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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