AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2
485APOS, 1997-02-28
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               As filed with the Securities and Exchange Commission on
   
                                 February 28, 1997
    
                            Registration No. 33-14774

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



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-4

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X ]

                      Pre-Effective Amendment No. ____            [  ]
   
                       Post-Effective Amendment No. 20            [  ]
                                         
          REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940 [X ]
   
                              Amendment No. 20                    [  ]
    

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY


                              SEPARATE ACCOUNT VA-2

                    Ameritas Variable Life Insurance Company
                                    Depositor

                                 5900 "O" Street
                             Lincoln, Nebraska 68510

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


                               NORMAN M. KRIVOSHA

                          Secretary and General Counsel

                    Ameritas Variable Life Insurance Company
                                 5900 "O" Street
                             Lincoln, Nebraska 68510

Approximate Date of Proposed Public Offering: As soon as practicable after 
effective date.


           It is proposed that this filing will become effective: 

           [ ] immediately upon filing pursuant to paragraph b
   
           [x] on May 1, 1997 pursuant to paragraph a of Rule 485
                  -----------
           [ ] on ___________ pursuant to paragraph b of Rule 485

Pursuant to Rule  24f-2 under the Investment Company Act of 1940, the Registrant
has  registered  an  indefinite amount of securities under the Securities Act of
1933.  A notice pursuant to Rule 24f-2 for the fiscal  year  ending December 31,
1995 was filed on February 12, 1997.
    
<PAGE>
                                    OVERTURE
                  CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-4

PART A
FORM N-4    ITEM                            HEADING IN PROSPECTUS

Item 1.     Cover Page......................  Cover Page
Item 2.     Definitions.....................  Definitions
Item 3.     Synopsis or Highlights..........  Questions and Answers About the 
                                              Policy
Item 4.     Condensed Financial Information   Accumulation Unit Values
Item 5.     General Description of Registrant,
            Depositor, and Portfolio Companies
            a) Depositor....................  Ameritas Variable Life Insurance 
                                              Company
            b) Registrant...................  Ameritas Variable Life Insurance 
                                              Company Separate Account VA-2
   
            c) Portfolio Company............  The Funds
            d) Prospectus...................  The Funds
    
            e) Voting.......................  Voting Rights
            f) Administrator................  N/A
Item 6.     Deductions and Expenses
            a) Deductions...................  Questions and Answers About the 
                                              Policy; Charges and Deductions
            b) Sales load...................  Questions and Answers About the 
                                              Policy; Withdrawal Charge
            c) Special purchase plans.......  N/A
            d) Commissions..................  Distribution of the Policies
            e) Registrant's expenses........  N/A
   
            f) Portfolio company deductions 
               and expenses.................  The Funds; Fee Table: Fund Expense
                                              Summary
    
            g) Organizational expenses......  N/A
Item 7.     General Description of Variable
            Annuity Contracts
            a) Rights ......................  Questions and Answers About the 
                                              Policy; The Policy; Distributions
                                              Under the Policy; General 
                                              Provisions; Voting Rights
            b) Provisions and limitations...  Questions and Answers About the 
                                              Policy; Allocation of Premium; 
                                              Transfers
            c) Changes in contracts or
               operations..................   Addition, Deletion, or 
                                              Substitution of Investments; The 
                                              Policy; Voting Rights
            d) Contractowners inquiries.....  Owner Inquiries
Item 8.     Annuity Period
            a) Level of benefits............  Questions and Answers About the 
                                              Policy; Allocation of Premium; 
                                              Election of Annuity Income Options
            b) Annuity commencement date....  Questions and Answers About the 
                                              Policy; Annuity Date
            c) Annuity payments.............  Questions and Answers About the 
                                              Policy; Annuity Income Options
            d) Assumed investment return....  N/A
            e) Minimums.....................  Election of Annuity Income Options
            f) Rights to change options or
               transfer investment base.....  Annuity Income Options
Item 9.     Death Benefit
            a) Death benefit calculation....  Questions and Answers About the 
                                              Policy; Death of Annuitant Prior
                                              to Annuity Date
            b) Forms of benefits............  Questions and Answers About the 
                                              Policy; Death of Annuitant Prior
                                              to Annuity Date
<PAGE>
Item 10.    Purchases and Contract Values
            a) Procedures for purchases.....  Cover Page; Questions and Answers
                                              About the Policy; Policy 
                                              Application and Premium Payment;
                                              Allocation of Accumulation Units
            b) Accumulation unit value......  Accumulation Value; Value of 
                                              Accumulation Units
            c) Calculation of accumulation unit
               value.......................   Accumulation Value; Value of 
                                              Accumulation Units
            d) Principal underwriter........  Distribution of the Policies
Item 11.       Redemptions
            a) Redemption procedures........  Questions and Answers About the 
                                              Policy; Full and Partial 
                                              Withdrawals
            b) Texas Optional Retirement
               Program......................  N/A
            c) Delay........................  Full and Partial Withdrawals
            d) Lapse........................  N/A
            e) Revocation rights............  Questions and Answers About the 
                                              Policy; Refund Privilege
Item 12.    Taxes
            a) Tax consequences.............  Questions and Answers About the 
                                              Policy; Federal Tax Matters
            b) Qualified plans..............  Federal Tax Matters
            c) Impact of taxes..............  Taxes
Item 13.    Legal Proceedings ..............  Legal Proceedings
Item 14.    Table of Contents for Statement 
            of Additional Information.......  Statement of Additional 
                                              Information

PART B
FORM N-4    ITEM                              HEADING IN STATEMENT OF ADDITIONAL
                                              INFORMATION 

Item 15.    Cover page......................  Cover page
Item 16.    Table of Contents...............  Table of Contents
Item 17.    General Information and History
            a) Name change..................  General Information and History
            b) Attribution of Assets........  N/A
            c) Control of Depositor.........  General Information and History
Item 18.    Services
            a) Fees, expenses and costs.....  N/A
            b) Management-related services..  AVLIC
            c) Custodian and independent 
               public accountant............  Safekeeping of Account Assets; 
                                              Independent Accountants
            d) Other custodianship..........  N/A
            e) Administrative servicing agent N/A
            f) Depositor as  principal
               underwriter..................  N/A
Item 19.    Purchase of Securities Being Offered
            a) Manner of Offering...........  N/A
            b) Sales load...................  N/A
Item 20.    Underwriters
            a) Depositor or affiliate as 
               principal underwriter........  Distribution of the Policy
            b) Continuous offering..........  Distribution of the Policy
            c) Underwriting commissions.....  N/A
            d) Payments of underwriter......  N/A
Item 21.    Calculation of Performance Data.  Calculation of Performance Data
Item 22.    Annuity Payments................  N/A
Item 23.    Financial Statements
            a) Registrant...................  Financial Statements
            b) Depositor....................  Financial Statements
<PAGE>
PROSPECTUS                                                          COMPANY LOGO
                                        AMERITAS VARIABLE LIFE INSURANCE COMPANY

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

This Prospectus  describes a Single Premium Annuity Policy ("Policy") offered by
Ameritas  Variable Life Insurance  Company  ("AVLIC").  The Policy is a deferred
annuity,  designed to aid  individuals  in  long-term  financial  planning,  and
provides for the  accumulation of capital on a tax deferred basis for retirement
or other  long-term  purposes.  The Policy is offered to individuals on either a
tax qualified or non-tax qualified basis. A single premium of at least $2,000 is
required for tax qualified contracts and $5,000 for non-tax qualified contracts.
Subsequent  payments  may be made during the first  policy year with prior AVLIC
approval.

Prior to the annuity  date,  the payments  accumulate  on a completely  variable
basis, based on the assets supporting the Policy. The owner will receive annuity
payments on a fixed basis. The owner has significant  flexibility in determining
the annuity date on which  payments are  scheduled to commence.  Full or partial
withdrawals may be made at any time before the annuity date, although in certain
circumstances  withdrawals  are subject to a withdrawal  charge and tax penalty.
Any withdrawal amount may be paid in a lump sum or, if elected,  all or part may
be paid out under an annuity income option.  The Policy provides the flexibility
necessary  to permit an owner to  devise  an  annuity  that best fits his or her
needs.
   
Premium  payment  will be  allocated to the  Ameritas  Variable  Life  Insurance
Company Separate  Account VA-2 ("Account") or to the Fixed Account.  The initial
premium  payment will be allocated  to the Money  Market  Subaccount,  as of the
issue date,  for 13 days.  After the  expiration  of the 13-day period (see page
17), the accumulation value will be allocated to the Subaccounts or to the Fixed
Account  as  selected  by the  Policyowner.  The 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 A Current  Prospectus 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................................     10
Financial Statements..................................................     13
Ameritas Variable Life Insurance Company and the Account..............     15
Ameritas Variable Life Insurance Company..............................     15
Ameritas Variable Life Insurance Company Separate Account VA-2........     15
The Funds.............................................................     20
Investment Policies and Objectives of the Funds' Portfolios...........     21
Addition, Deletion or Substitution of Investments.....................     24
Fixed Account.........................................................     24
The Policy............................................................     25
      Policy Application and Premium Payment..........................     25
      Allocation of Premium...........................................     25
      Accumulation Value..............................................     26
      Value of Accumulation Units.....................................     26
      Transfers.......................................................     26
      Owner Inquiries.................................................     26
      Refund Privilege................................................     26
Charges and Deductions................................................     27
      Administrative Charges..........................................     27
      Mortality and Expense Risk Charge...............................     27
      Withdrawal Charge...............................................     27
      Taxes...........................................................     28
      Fund Investment Advisory Fees and Expenses......................     29
Distributions Under the Policy........................................     29
      Full and Partial Withdrawals....................................     29
      Critical Needs Withdrawals......................................     29
      Annuity Date....................................................     29
      Death of Annuitant Prior to Annuity Date........................     30
      Election of Annuity Income Options..............................     30
      Annuity Income Options..........................................     30
      Deferment of Payment............................................     31
General Provisions....................................................     31
      Control of Policy...............................................     31
      Beneficiary.....................................................     31
      Change of Beneficiary...........................................     32
      Contestability..................................................     32
      Misstatement of Age or Sex......................................     32
      Reports and Records.............................................     32
Federal Tax Matters...................................................     32
      Introduction....................................................     32
      Taxation of Annuities in General................................     33
Distribution of the Policies..........................................     34
Safekeeping of the Account's Assets...................................     34
Third Party Services..................................................     34
Voting Rights.........................................................     34
Legal Proceedings.....................................................     35
Statement of Additional Information...................................     35
</TABLE>
    
The Policy and certain Portfolios are not available in all States.

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

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

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

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

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

ANNUITY DATE -- The date on which annuity payments begin.

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

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

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

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

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

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

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

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

FIXED ACCOUNT -- An account that is a part of AVLIC's  general  account to which
all or a portion of premium  payments may be allocated for accumulation at fixed
rates of interest.
   
FUNDS -- The Variable Insurance  Products Fund ("VIPF"),  the Variable Insurance
Products  Fund II ("VIPF II")  (collectively  the "Fidelity  Funds"),  the Alger
American Fund ("Alger  American  Fund"),  and 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.

NET CASH SURRENDER  VALUE -- The cash  surrender  value less any premium tax, if
any.
<PAGE>
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 single premium payment must be $2,000
or more for tax  qualified  contracts  and $5,000 or more for non-tax  qualified
plans.  Subsequent  payments may be made during the first policy year with prior
AVLIC approval.

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

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

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

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

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

WITHDRAWAL   CHARGE  --  The  charge  assessed  upon  certain   withdrawals  and
annuitizations  to cover certain expenses  relating to the sale of the Policies,
and as such is a "contingent deferred sales charge."
<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%
      Deferred Sales Load (Maximum of premiums paid)....................   6.5%

        %                  Year                  %                   Year

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

      Surrender Fees....................................................     0%
      Exchange Fee......................................................     0%
      Transfer Fee......................................................     0%
      Annual Contract Fee...............................................    $30
      Annual Administration Fee and Expenses............................   .20%

SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE).
      Mortality and Expense Risk Fees...................................  1.25%
      (See "Charges and Deductions," page 18).
       
<PAGE>
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
<PAGE>
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>
<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%                         1.00%(4)
Utilities                              .75%                               .25%                         1.00%(4)
World Governments                      .75%                               .25%                         1.00%(5)
Research                               .75%                               .25%                         1.00%(4)
Growth With Income                     .75%                               .25%                         1.00%(4)

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>
<PAGE>
(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 Co. has agreed to bear, subject to reimbursement, expenses for each
         of the Emerging Growth Series,  Utilities Series,  Research Series, and
         Growth With Income  Series such that each Series'  aggregate  operating
         expenses shall not exceed, on an annualized basis, 1.00% of the average
         daily net assets of the Series from  November 2, 1994 through  December
         31, 1998,  and 1.50% of the average daily net assets of the Series from
         January 1, 1999 through December 31, 2004; provided however,  that this
         obligation  may be  terminated  or  revised  at any time.  Absent  this
         expense  arrangement,  "Other Expenses" and "Total Operating  Expenses"
         would be .41% and 1.16%,  respectively, for the Emerging Growth Series;
         2.00% and 2.75%,  respectively,  for the  Utilities  Series;  .73%  and
         1.48%,  respectively,  for the Research Series;  and 1.32%  and  2.07%,
         respectively, for the Growth With Income Series.

(5)      MFS Co. has agreed to bear,  subject to  reimbursement,  until December
         31,  2004,  expenses  of the  World  Governments  Series  such that the
         Series'  aggregate  operating  expenses  do  not  exceed  1.00%,  on an
         annualized basis, of its average daily net assets.  Absent this expense
         arrangement,  "Other Expenses" and "Total  Operating  Expenses" for the
         World Governments Series would be 1.28% and 2.03%, respectively.

(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.

- ---------------
    
       
   
<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                                              $80             $122             $145              $213
Equity-Income                                             $83             $130             $158              $240
Growth                                                    $84             $134             $163              $251
High Income                                               $84             $135             $165              $255
Overseas                                                  $86             $141             $175              $277
Asset Manager                                             $84             $135             $166              $257
Investment Grade Bond                                     $83             $131             $159              $242
Asset Manager: Growth                                     $86             $139             $172              $270
Index 500                                                 $80             $122             $144              $211
<PAGE>
Contrafund                                                $84             $135             $165              $255
Alger American Growth                                     $85             $137             $169              $263
Alger American Income and Growth                          $85             $138             $170              $266
Alger American Small Capitalization                       $86             $140             $173              $273
Alger American Balanced                                   $88             $147             $186              $298
Alger American MidCap Growth                              $86             $139             $171              $269
Alger American Leveraged AllCap                           $88             $146             $183              $293
MFS Emerging Growth                                       $87             $143             $179              $284
MFS Utilities                                             $87             $143             $179              $284
MFS World Governments                                     $87             $143             $179              $284
MFS Research                                              $87             $143             $179              $284
MFS Growth With Income                                    $87             $143             $179              $284
Morgan Stanley Emerging Markets Equity                    $94             $164             $214              $356
Morgan Stanley Global Equity                              $88             $147             $186              $299
Morgan Stanley International Magnum                       $88             $147             $186              $299
Morgan Stanley Asian Equity                               $89             $149             $189              $304
Morgan Stanley U.S. Real Estate                           $88             $146             $184              $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                                              $80              $57              $99              $213
Equity-Income                                             $83              $65             $112              $240
Growth                                                    $84              $69             $117              $251
High Income                                               $84              $70             $119              $255
Overseas                                                  $86              $76             $130              $277
Asset Manager                                             $84              $70             $120              $257
Investment Grade Bond                                     $83              $66             $113              $242
Asset Manager: Growth                                     $86              $74             $126              $270
Index 500                                                 $80              $57              $98              $211
Contrafund                                                $84              $70             $119              $255
Alger American Growth                                     $85              $72             $123              $263
Alger American Income and Growth                          $85              $73             $124              $266
Alger American Small Capitalization                       $86              $75             $128              $273
Alger American Balanced                                   $88              $83             $141              $298
Alger American MidCap Growth                              $86              $74             $126              $269
Alger American Leveraged AllCap                           $88              $81             $138              $293
MFS Emerging Growth                                       $87              $78             $134              $284
MFS Utilities                                             $87              $78             $134              $284
MFS World Governments                                     $87              $78             $134              $284
MFS Research                                              $87              $78             $134              $284
MFS Growth With Income                                    $87              $78             $134              $284
Morgan Stanley Emerging Markets Equity                    $94             $101             $171              $356
Morgan Stanley Global Equity                              $88              $83             $141              $299
Morgan Stanley International Magnum                       $88              $83             $141              $299
Morgan Stanley Asian Equity                               $89              $84             $144              $304
Morgan Stanley U.S. Real Estate                           $88              $81             $139              $294
</TABLE>
<PAGE>
<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
23.  Also  "you" or "your"  refers to the owner;  "we," "us" or "our"  refers to
Ameritas Variable Life Insurance Company.)

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

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

The owner also has some  flexibility  in  choosing  the annuity  date;  however,
without AVLIC's prior approval,  payments must begin no later than the first day
of the month after the annuitant's 95th birthday (90th in Oregon).
(See "Annuity Date," page 21 and "Annuity Income Options," page 22.)
   
3.    WHAT TYPES OF INVESTMENTS UNDERLIE THE ACCOUNT?
Currently,  the assets  supporting  the  Policies  prior to the annuity date are
invested  exclusively in shares of the Funds, or the Fixed Account.  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 12.)
    

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

5.    HOW DO I PURCHASE A POLICY?
You may purchase a Policy with an initial premium payment of at least $2,000 for
a tax qualified  contract and at least $5,000 for a non-tax qualified  contract.
Subsequent  payments  may be  accepted  during the first  policy year with prior
AVLIC approval.  The total of all premium payments made under annuity  contracts
having  the same  annuitant  may not exceed  $1,000,000  without  AVLIC's  prior
approval. (See "Policy Application and Premium Payment," page 17.)

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

7.    CAN I TRANSFER AMOUNTS?
Transfers of the accumulation  value among the Subaccounts of the Account can be
made during any policy year as often as the owner wishes.  Transfers  must be at
least  $250,  or, if less,  the entire  value of the  Subaccount  from which the
transfer  is made.  The minimum  amount  which can remain in a  Subaccount  as a
result of a transfer is $100.00.  Any amount below this minimum must be included
in the amount  transferred.  Transfers may also be made from the  Subaccounts to
the Fixed
<PAGE>
Account.  One hundred percent of the amount  deposited plus interest thereon may
be transferred  out of the Fixed Account during the 30-day period  following the
yearly anniversary of the date of the policy (See "Transfers," page 18.) 

8.    CAN I GET TO MY MONEY IF I NEED IT?
All or part of the accumulation  value of the Policy may be withdrawn before the
earlier of the annuitant's  death or the annuity date. The withdrawal  right may
be restricted  by Section  403(b)(11) of the IRS code, if the annuity is used in
connection with a Section 403(b) retirement plan. However, amounts withdrawn may
be subject to a withdrawal charge (a contingent deferred sales charge) depending
on the  duration of the Policy and the size of the  withdrawal.  The  withdrawal
charge is a maximum  of 6% of the  amount  withdrawn  and grades to 0% after the
seventh year. (See  "Withdrawal  Charge," page 19) WE GUARANTEE THAT THIS CHARGE
WILL NOT BE INCREASED.  In addition,  upon a full  withdrawal  the owner will be
assessed a pro rata portion of the annual policy fee. (See "Annual  Policy Fee,"
page 18.) Certain  withdrawals  may also be subject to a federal  penalty tax as
well as federal income tax. (See, "Federal Tax Matters," page 23.) Surrenders or
partial  withdrawals  from the Fixed  Account may be deferred for up to 6 months
from the date of written request.

9.    WHAT ARE THE CHARGES UNDER MY POLICY?
In order to permit investment of the entire premium payment, we currently do not
deduct  sales  charges at the time of  investment.  However,  unless  waived,  a
withdrawal charge (a contingent  deferred sales charge),  as described above, is
imposed on certain full or partial withdrawals of the Policies and annuitization
to  cover  certain  expenses  relating  to the sale of the  Policies,  including
commissions to registered  representatives and other promotional expenses.  (See
"Withdrawal Charge," page 19.) We will, when taxes, including premium taxes, are
imposed by state law upon the receipt of the premium payment,  deduct such taxes
on the effective date of the Policy. If, instead, premium taxes are imposed upon
annuitization, such taxes will be deducted at that time. (See "Taxes," page 19.)
In addition, an annual administration fee of .20% of the year end balance of the
accumulation value is deducted to cover  administrative  expenses.  (See "Annual
Administration  Fee," page 18.) Certain  other  charges are  deducted  under the
Policy to cover  administrative  expenses of operating  the Policy and mortality
and expense  risks.  These charges  include a daily charge at the annual rate of
1.25% of average  daily net  assets of the  Account  plus an annual $30  charge.
Mortality  and expense risk charges are not charged  against the Fixed  Account.
(See  "Mortality and Expense Risk Charge," page 19 and "Annual Policy Fee," page
18.)

10.  WHAT HAPPENS IF THE ANNUITANT DIES BEFORE THE ANNUITY DATE?
In the event that the annuitant  dies prior to the annuity date,  upon due proof
of death,  the death benefit becomes  payable.  The death benefit may be paid as
either a lump sum cash benefit or under an annuity income option. (See "Death of
Annuitant Prior to Annuity Date," page 21.)

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

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

13.  WHO DO I CALL IF I HAVE QUESTIONS ABOUT MY ANNUITY?
Any  questions  about  procedures  or your  Policy will be answered by us at One
Ameritas Way, 5900 "O" Street,  P.O. Box 82550 Lincoln,  Nebraska,  68501, or by
calling  1-800-745-1112.  All inquiries should include the policy number and the
owner's  name.  In addition,  confirmations  will be mailed to the owner for any
transactions that take place, and an annual report will be sent once each policy
year  showing  the  accumulation  value  in each  Subaccount,  and any  charges,
transfers or withdrawals during the year.
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS

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

ACCUMULATION UNIT VALUES
   
Following are the accumulation unit values for the Subaccounts as of October 23,
1987, when the Account commenced business;  December 31, 1987, 1988, 1989, 1990,
1991, 1992,  1993,  1994, 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>
AVLIC AND THE ACCOUNT

AMERITAS VARIABLE LIFE INSURANCE COMPANY

Ameritas  Variable Life  Insurance  Company  ("AVLIC") is a stock life insurance
company  organized in the State of Nebraska.  AVLIC was incorporated on June 22,
1983 and commenced  business  December 29, 1983. AVLIC is currently  licensed to
sell life insurance in 46 states and the District of Columbia. AVLIC's financial
statements may be found at page 11 of the Statement of Additional Information.
   
AVLIC  is a  wholly-owned  subsidiary  of 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 is not chargeable with  liabilities  arising out of any
other business AVLIC may conduct.  Income, 
<PAGE>
gains,  or losses of the Account are credited  without  regard to other  income,
gains,  or losses of AVLIC.  Although the assets  maintained in the Account will
not be charged with any liabilities  arising out of AVLIC's other business,  all
obligations  arising under the policies are liabilities of AVLIC who will at all
times maintain assets in the Account with a total market value at least equal to
the reserve and other contract  liabilities for the Account. The Account will at
all times contain assets equal to or greater than account values invested in the
separate  account.  Nevertheless,  to the extent  assets in the  Account  exceed
AVLIC's  liabilities in the Account,  AVLIC may, from time to time, withdraw the
assets available to cover general account obligations.

The Account is registered  with the Securities and Exchange  Commission  ("SEC")
under the  Investment  Company  Act of 1940  ("1940  Act") as a unit  investment
trust,  which is a type of  investment  company.  This does not  involve any SEC
supervision  of the  management  or  investment  policies  or  practices  of the
Account. For state law purposes, the Account is treated as a Division of AVLIC.
       
<PAGE>
       
<PAGE>
       
<PAGE>
       
<PAGE>
   
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 invest at least 65% of its total assets in
                           equity securities of companies that, at the time of
                           purchase of the securities, have total market 
                           capitalization within the range of companies 
                           included in the Russell 2000 Growth Index or the S& P 
                           SmallCap 600 Index, updated quarterly.  The Portfolio
                           may invest up to 35% of its total assets in equity 
                           securities of  companies that, at the time of purchase,
                           have total market capitalization outside the range of
                           companies included in those Indexes and in excess of 
                           that amount (up to 100% of its assets) during 
                           temporary defensive periods.

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

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

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

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

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

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

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

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

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

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

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

U.S. Real Estate           Invests primarily in equity securities of companies      Above-average current income and long
                           primarily engaged in the U.S. real estate industry,      term capital appreciation.
                           including real estate investment trusts. 
</TABLE>
    
<PAGE>
Each portfolio pays its manager a monthly fee for managing its  investments  and
business affairs.  In addition,  each portfolio's total operating  expenses will
include fees for  shareholder  services and other  expenses,  such as custodial,
legal,  accounting  and other  miscellaneous  fees.  (See "Fee Table" page 4). A
complete  description  of the  expenses,  fees and charges of the  portfolios is
found in the Funds' prospectuses and Statements of Additional Information.


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

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

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



FIXED ACCOUNT

Owners may elect to allocate all or a portion of their  premium  payments to the
Fixed Account and they may also transfer monies from the Separate Account to the
Fixed  Account  or  from  the Fixed  Account  to the  Separate  Account, subject
to certain restictions (See "Transfers," page 18).  

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

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

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

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

This  Policy  may be  purchased  on a  non-tax  qualified  basis  ("nonqualified
policy").  The Policy may also be purchased  with  "rollover"  contributions  in
connection  with certain  plans  qualifying  for  favorable  federal  income tax
treatment ("qualified policy").



POLICY APPLICATION AND PREMIUM PAYMENT

Individuals wishing to purchase a Policy must complete an application and submit
it and a single  premium of at least  $2,000  for tax  qualified  contracts  and
$5,000 for non-tax qualified contracts to AVLIC's Home Office (One Ameritas Way,
5900 "O"  Street,  P.O.  Box  82550,  Lincoln,  Nebraska  68501),  unless  other
provisions for the initial premium are made.  Subsequent premium payments may be
made  during the first  policy  year with prior AVLIC  approval.  Acceptance  is
subject to AVLIC's underwriting rules, and AVLIC reserves the right to reject an
application  for any  reason.  Also,  AVLIC has the right not to accept a single
premium  greater than  $1,000,000,  or a premium payment where the total premium
payments made under AVLIC annuity  contracts  having the same  annuitant  exceed
$1,000,000.

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

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

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



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

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

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

The value of amounts  allocated to Subaccounts of the Account will vary with the
investment  performance  of these  Subaccounts  and the owner  bears the  entire
investment risk. This will affect the Policy's cash surrender value which on the
annuity  date  affects  the level of annuity  payments  payable.  Owners  should
periodically review their allocation of values in light of market conditions and
overall financial planning requirements.
<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
premium  received,  reduced by any  applicable  premium taxes.  Thereafter,  the
accumulation value of the Policy is determined as of the close of trading on the
New York Stock  Exchange on each  valuation  date by  multiplying  the number of
accumulation  units of each  Subaccount  credited  to the Policy by the  current
value of an accumulation unit for each Subaccount and by adding the accumulation
value in the Fixed Account.  The current value of an accumulation  unit reflects
the increase or decrease in value due to  investment  results of the  Subaccount
and certain  charges,  as  described  below.  The number of  accumulation  units
credited to the Policy is  decreased  by any annual  administrative  fee and the
annual policy fee, any  withdrawals,  and any charges upon  withdrawal and, upon
annuitization, any applicable premium taxes and charges.

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

VALUE OF ACCUMULATION UNITS

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


TRANSFERS
Accumulation  value may be transferred  among the Subaccounts as often as wished
during a policy year.  The total amount  transferred  each time must be at least
$250, or the balance of the Subaccount, if less. Accumulation values may also be
transferred  from the  Subaccounts of the Separate  Account to the Fixed Account
without  limitation.  Transfers of up to 100% of the  accumulation  value may be
made from the Fixed Account to the various  Subaccounts during the 30 day period
following the yearly anniversary date of the policy. The minimum amount that may
remain in a Subaccount or the Fixed Account after a transfer is $100. AVLIC will
effectuate  transfers and determine all values in connection  with  transfers on
the later of the date  designated  in the request or at the end of the valuation
period during which the transfer request is received at the Home Office.

The privilege to initiate  transactions  by telephone  will be made available to
Policyowners  automatically.  AVLIC will employ reasonable procedures to confirm
that  instructions  communicated  by telephone are genuine,  and if it does not,
AVLIC  may  be  liable  for  any  losses  due  to   unauthorized  or  fraudulent
instructions.  The  procedures  AVLIC  follows  for  transactions  initiated  by
telephone include,  but are not limited to, requiring the Policyowner to provide
the policy  number at the time of giving  transfer  instructions;  AVLIC's  tape
recording of all telephone transfer instructions;  and the provision,  by AVLIC,
of written confirmation of telephone transactions.
   
Transfers  may  be  subject  to  additional   limitations  at  the  fund  level.
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 sum
of all charges deducted from the premium paid, plus the net premium allocated to
the Account adjusted by investment gains and losses,  or the total premium paid.
To cancel the Policy,  
<PAGE>
the owner  should mail or deliver it to AVLIC at the Home Office.  A refund,  if
the  premium was paid by check,  may be delayed  until the check has cleared the
owner's bank.

CHARGES AND DEDUCTIONS

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

No deductions are made from the single premium payment before it is allocated to
the  Account or Fixed  Account,  unless  taxes are imposed by state law upon the
receipt of a premium payment. In that case AVLIC will deduct the premium tax due
on the effective date. Other charges,  such as withdrawal charges, may be levied
upon withdrawals or, in some cases, upon annuitization,  as described more fully
below.

ADMINISTRATIVE CHARGES

ANNUAL POLICY FEE. A $30.00 annual policy fee is deducted from the  accumulation
value on the last  valuation  date of each policy year.  This  charge,  which is
guaranteed not to increase,  reimburses  AVLIC for the  administrative  costs of
maintaining the Policy on AVLIC's system.

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

AVLIC does not expect to make a profit on the charges for administrative costs.

MORTALITY AND EXPENSE RISK CHARGE

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

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


WITHDRAWAL CHARGE

Since no deduction for a sales charge is made from the premium  payment,  unless
waived,  a contingent  deferred  sales charge is imposed on certain  partial and
full  withdrawals  and upon certain  annuitizations  to cover  certain  expenses
relating to the
<PAGE>
distribution of the Policy, including commissions to registered  representatives
and other promotional  expenses. No withdrawal charge is assessed against a full
or partial  withdrawal of accumulation  value or annuitization  after the Policy
has been in force more than seven policy years.  Likewise,  no withdrawal charge
is assessed  against the first  withdrawal in any policy year of an amount up to
10% of the accumulation value as of the date of withdrawal.

Those  annuitants  whose  policies  have been in force for at least one year and
meet certain  conditions may make  withdrawals  without  surrender  charges (See
"Critical Needs Withdrawals," page 20).

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


        %                 Year                  %                   Year

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


In the case of a partial withdrawal or annuitization, the withdrawal charge will
be deducted  from the  amounts  remaining  under the Policy.  The charge will be
allocated pro rata among the  Subaccounts,  or the Fixed  Account,  based on the
accumulation  value in each Subaccount  prior to the withdrawal or annuitization
unless an owner requests a partial  withdrawal or annuitization  from particular
Subaccounts,  or the Fixed  Account,  in which case the charge will be allocated
among  those  Subaccounts,  or the  Fixed  Account,  in the same  manner  as the
withdrawal.  A  withdrawal  charge will not be assessed  if, after the first two
policy years, the accumulation value is applied under annuity income option c or
d.  Further,  the sum of all  withdrawal  charges  will never exceed 6.5% of the
premium paid for the Policy.  Full or partial withdrawals from the Fixed Account
may be deferred for up to 6 months from the date of written request.

TAXES

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

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

AVLIC does not expect to incur any federal income tax liability  attributable to
investment  income or capital gains  retained as part of the reserves  under the
Policies.  (See "Federal Tax Matters," page 23.) Based upon these  expectations,
no charge is being made  currently to the Account for corporate  federal  income
taxes which may be attributable to the Account.

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

FUND INVESTMENT ADVISORY FEES AND EXPENSES

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

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


DISTRIBUTIONS UNDER THE POLICY

FULL AND PARTIAL WITHDRAWALS

The owner may make a partial or full withdrawal of the Policy to receive part or
all of the accumulation value (less any applicable charges),  at any time before
the annuity date and while the annuitant is living, by sending a written request
to AVLIC. If the annuity is used in connection with a Section 403(b)  retirement
plan,  the withdrawal  right may be restricted by Section  403(b)(11) of the IRS
Code and,  should the  withdrawal be an eligible  rollover  distribution  from a
qualified plan or an annuity in a 403(b) plan, it will be subject to a mandatory
20% withholding  under the IRS Code unless the  distribution is paid directly by
AVLIC into an eligible  retirement plan in a direct rollover.  (See "Federal Tax
Matters," page 23.) No partial or full withdrawals may be made after the annuity
date  except as  permitted  under the  particular  annuity  option.  The  amount
available  for  full or  partial  withdrawal  ("cash  surrender  value")  is the
accumulation  value at the end of the valuation  period during which the written
request for withdrawal is received,  less any withdrawal charge and, in the case
of a full withdrawal, less a pro rata amount of the annual policy fee that would
be due on the last valuation  date of the policy year. The cash surrender  value
may be paid in a lump sum to the owner,  or, if elected,  all or any part may be
paid out under an annuity income  option.  (See "Annuity  Income  Options," page
22.)

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

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

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

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

ANNUITY DATE

The owner may specify an annuity date by written request,  which can be no later
than the first  day of the  month  after the  annuitant's  95th  birthday  (90th
birthday in Oregon) without  AVLIC's prior approval.  The 29th, 30th or 31st day
of any month may not be  selected  as the annuity  date.  If no annuity  date is
specified,  the annuity date will be the later of the fifth  policy  
<PAGE>
anniversary  date  (Seventh  policy  anniversary  date in  Oregon) or the policy
anniversary which follows the annuitant's 85th birthday. The annuity date is the
date that annuity  payments are scheduled to commence  under the policy,  unless
the policy has been  surrendered  or an amount has been paid as  proceeds to the
designated  beneficiary  prior to that date. In selecting an annuity  date,  the
owner may wish to consider the  applicability of a withdrawal  charge,  which is
imposed  upon an  annuitization  prior to the  third  policy  year  where a life
annuity is selected  and prior to the seventh  policy year if any other  annuity
option is selected.  The owner may advance or defer the annuity  date;  however,
the  annuity  date may not be advanced to a date prior to 30 days after the date
of a written  request,  or, without AVLIC's prior  approval,  deferred to a date
beyond the first policy  anniversary  date after the  annuitant's  95th birthday
(90th  birthday  in  Oregon).  An  annuity  date may only be  changed by written
request during the annuitant's or joint  annuitant's  lifetime.  Request must be
made at least 30 days before the then  scheduled  annuity date. The annuity date
and  annuity  income  options  available  for  qualified  contracts  may also be
controlled by endorsements, the plan or applicable law.


DEATH OF ANNUITANT PRIOR TO ANNUITY DATE

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

ELECTION OF ANNUITY INCOME OPTIONS

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

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

If an annuity income option is chosen which depends on the  continuation of life
of the  annuitant or of a joint  annuitant,  proof of birth date may be required
before annuity payments begin. For annuity income options involving life income,
the actual age of the  annuitant  or joint  annuitant  will affect the amount of
each payment.  Since  payments to older  annuitants  are expected to be fewer in
number, the amount of each annuity payment shall be 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.
<PAGE>
      (aii)   Designated Amount Annuity.  Monthly annuity payments will be for a
              fixed amount.  Payments continue until the amount AVLIC holds runs
              out.

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

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

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

The rate of interest payable under options ai, aii or b will be guaranteed at 3%
compounded  yearly.  Payments  under  options  c and d will be based on the 1971
Individual  Annuity Table for males projected 25 years and set back 3 years at 3
1/2%  interest.  AVLIC may, at any time of election of an annuity income option,
offer more  favorable  rates in lieu of the  guaranteed  rates  specified in the
Annuity  Tables.  These rates may be based on Annuity  Tables which  distinguish
between males and females.

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

Deferment of Payment  

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

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

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

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

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

GENERAL PROVISIONS

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

CONTROL OF POLICY

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

BENEFICIARY
The  owner  may  name   both   primary   and   contingent   beneficiaries.   The
beneficiary(ies)  and their  designated  class are specified in the application.
Payments  will be shared  equally among  beneficiaries  of the same class unless
otherwise stated.  If a beneficiary dies before the annuitant,  payments will be
made  to  any  surviving  beneficiaries  of the  same  class;  otherwise  to any
beneficiary(ies)  of the next class;  otherwise  to the owner;  otherwise to the
estate of the owner.
<PAGE>
CHANGE OF BENEFICIARY
The  owner  may  change  the  beneficiary  by  written  request  on a Change  of
Beneficiary  form at any time during the annuitant's  lifetime unless  otherwise
provided in the previous  designation of beneficiary.  AVLIC, at its option, may
require  that the Policy be returned to the Home Office for  endorsement  of any
change, or that other forms be completed.  The change will take effect as of the
date the change is recorded at the Home Office. AVLIC will not be liable for any
payment made or action  taken before the change is recorded.  No limit is placed
on the number of changes that may be made.

CONTESTABILITY

AVLIC cannot contest the validity of this Policy after the policy date,  subject
to the "misstatement of age or sex" provision. However, if the annuitant commits
suicide  within two years of the policy date, the death benefit under the Policy
will be limited to the cash surrender value of the Policy.

MISSTATEMENT OF AGE OR SEX

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

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

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

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

REPORTS AND RECORDS

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



FEDERAL TAX MATTERS

INTRODUCTION

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

This discussion is not intended to address the tax  consequences  resulting from
all of the  situations  in which a person may be  entitled  to or may  receive a
distribution under a contract. Any person concerned about these tax implications
should  consult a competent tax adviser  before making a premium  payment.  This
discussion is based upon AVLIC's understanding of the present federal income tax
laws as they are  currently  interpreted  by the Internal  Revenue  Service.  No
representation  is made as to the likelihood of the  continuation of the present
federal income tax laws or of the current interpretation by the Internal Revenue
Service.  Moreover, no attempt has been made to consider any applicable state or
other tax laws, other than premium taxes. (See "Taxes," page 19.)

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

TAXATION OF ANNUITIES IN GENERAL

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

Section 72 of the Code governs taxation of annuities in general.  AVLIC believes
that an annuity  owner  generally  is not taxed on  increases  in the value of a
Policy until  distribution  occurs  either in the form of a lump sum received by
withdrawing all or part of the accumulation  value (i.e.,  "withdrawals")  or as
annuity payments under the annuity income option elected.  The exception to this
rule is the treatment afforded to owners that are not natural persons.

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

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

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

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

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

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

DISTRIBUTION OF THE POLICIES

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

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


SAFEKEEPING OF THE ACCOUNT'S ASSETS

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

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

The  number  of  votes  which  are  available  to an  owner  will be  calculated
separately for each Subaccount of the Account. That number will be determined by
applying his or her percentage interest,  if any, in a particular  Subaccount to
the total number of votes  attributable to the Subaccount.  Prior to the annuity
date,  the  owner  holds a voting  interest  in each  Subaccount  to  which  the
accumulation  value is allocated.  The number of votes which are available to an
owner will be determined by dividing the  accumulation  value  attributable to a
Subaccount  by the net asset  value per share of the  applicable  portfolio.  In
determining the number of votes, fractional shares will be recognized.
<PAGE>
The number of votes of the portfolio  which are available  will be determined as
of the  date  coincident  with  the  date  established  by  that  portfolio  for
determining  shareholders  eligible to vote at the meeting of the Funds.  Voting
instructions will be solicited by written communication prior to such meeting in
accordance with procedures established by the Fund.

Fund shares as to which no timely  instructions  are  received or shares held by
AVLIC as to which owners have no beneficial interest will be voted in proportion
to the voting  instructions  which are  received  with  respect to all  Policies
participating in that Subaccount.  Voting instructions to abstain on any item to
be voted upon will be  applied on a pro rata basis to reduce the votes  eligible
to be cast.

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


LEGAL PROCEEDINGS

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


STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>

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

LONG TERM MARKET TRENDS


The information  below covering the period of 1926-1996 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.  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. 33-14774



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2

                       STATEMENT OF ADDITIONAL INFORMATION
                                       FOR
                     SINGLE PREMIUM VARIABLE ANNUITY POLICY


                                   Offered by


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


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




   
         This  Statement  of  Additional   Information   expands  upon  subjects
discussed in the current  Prospectus  for the Single  Premium  Variable  Annuity
Policy ("Policy") offered by Ameritas Variable Life Insurance Company ("AVLIC").
You may obtain a copy of the Prospectus  dated May 1, 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  ...................................     7
       --------------------------

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

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

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

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

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

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

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

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

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

       In order to supplement the description in the  Prospectus,  the following
provides additional information concerning the company and its history.
   
        As  of  April 1, 1996,  AVLIC  is a  wholly-owned  subsidiary  of   AMAL
        Corporation,  a  Nebraska   stock  company.  AMAL Corporation is a joint
        venture of Ameritas Life  Insurance  Corp. (Ameritas Life), which owns a
        majority  interest  in   AMAL  Corporation;  and   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.

<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 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  compliment of related support  facilities.  Alger American Funds are
managed by Fred Alger Management,  Inc. It stresses  proprietary research by its
large  research team that follows  approximately  1400  companies.  MFS Variable
Insurance Trust is advised by Massachusetts  Financial Services Company.  MFS is
America's oldest mutual fund organization.  Morgan Stanley Universal Funds, Inc.
are managed by 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 graphs,  charts, or otherwise,  and
which may include a comparison, at various points in time, of the return from an
investment  in a  contract  (or  returns in  general)  on a  tax-deferred  basis
(assuming one or more tax rates) with the return on a taxable basis.

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

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

    Total returns  quoted in  advertising  reflect all aspects of a subaccount's
return,  including the  automatic  reinvestment  by the separate  account of all
distributions and any change in the subaccount's value over the period.  Average
annual returns are calculated by determining the growth or decline in value of a
hypothetical  historical  investment in the subaccount over a stated period, and
then  calculating  the  annually  compounded  percentage  rate that  would  have
produced  the same  result if the rate of growth  or  decline  in value had been
constant  over the period.  For example,  a  cumulative  return of 100% over ten
years would  produce an average  annual return of 7.18% which is the steady rate
that would equal 100% grown on a compounded  basis in ten years.  While  average
annual  returns are a  convenient  means of comparing  investment  alternatives,
investors should realize that the subaccount's  performance is not constant over
time, but changes from year to year,  and that average annual returns  represent
averaged  figures  as  opposed  to  the  actual  year-to-year  performance  of a
subaccount.
   
Table 1: The subaccounts  will quote average annual returns for the period since
the underlying portfolio commenced  operation.  Table 1 shows the average annual
total return on a hypothetical  investment in the subaccounts for the last year,
5 years if applicable,  and from the date that the portfolios  began  operations
assuming that the contract was surrendered December 31, 1996. The average annual
total  returns  shown in Table 1 were  computed by finding  the  average  annual
compounded  rates of return over the periods shown that would equate the initial
amount  invested to the  withdrawal  value,  in  accordance  with the  following
formula: P(1 + T)n = ERV where P is a hypothetical investment payment of $25,000
T is the average annual total return,  n is the number of years,  and ERV is the
withdrawal  value at the end of the periods shown.  The returns reflect the risk
and administrative  charge (1.25% on an annual basis) annual  administration fee
of .20% and the annual policy fee. Since the contract is intended as a long-term
product,  the table also shows the average annual total return  assuming that no
money was withdrawn from the contract. The first column shows the average annual
total return if you surrender the contract at the end of the period,  the second
column shows the average annual return if you do not surrender the contract.
    
<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 VIPF
- --------------
 Money Market                        -1.83%            3.77%           2.20%           2.95%           4.87%          4.87%
 Equity Income                        6.46%           12.54%          15.63%          16.34%          11.28%         11.28%
 Growth                               6.86%           12.96%          12.76%          13.55%          12.63%         12.63%
 High Income                          6.23%           12.30%          12.51%          13.31%           9.86%          9.86%
 Overseas                             5.47%           11.49%           6.74%           7.52%           5.89%          5.89%
Fidelity VIPF II
- ----------------
 Asset Manager                        6.76%           12.86%           8.86%           9.66%           9.67%          9.67%
 Inv. Grade Bond                     -3.91%            1.58%           4.29%           5.05%           6.24%          6.24%
 Asset Manager: Growth               11.77%           18.15%            N/A             N/A           16.66%         19.37%
 Index 500                           14.75%           21.25%            N/A             N/A           14.05%         14.98%
 Contrafund                          13.04%           19.49%            N/A             N/A           25.23%         27.76%
</TABLE>
    

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

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

   
<TABLE>
<CAPTION>

                                                      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>
Alger American
- ---------------
 Growth                               5.59%          11.62%          14.00%          14.76%          16.42%         16.42%
 Income and Growth                   11.51%          17.88%           9.58%          10.39%           9.26%          9.26%
 Small Captalization                 -2.97%           2.57%           8.42%           9.22%          17.92%         17.92%
 Balanced                             2.62%           8.48%           7.29%           8.08%           6.68%          6.68%
 Mid-Cap Growth                       4.23%          10.17%            N/A             N/A           20.76%         21.79%
 Leveraged All-Cap                    4.38%          10.33%            N/A             N/A           36.08%         38.52%
MFS Variable Ins. Trust
- ----------------------- 
 Emerging Growth                      9.03%          15.25%            N/A             N/A           18.32%         22.42%
 Utilities                           10.42%          16.73%            N/A             N/A           21.11%         23.72%
 World Governments                   -3.12%           2.40%            N/A             N/A            3.34%          5.58%
Research                             13.94%          20.44%            N/A             N/A           14.16%         20.66%
Growth with Income                   16.04%          22.54%            N/A             N/A           16.53%         23.03%
Morgan Stanley Universal 
- ------------------------
Funds, Inc.                            N/A             N/A             N/A             N/A             N/A            N/A
- -----------------------
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.
    
<PAGE>
   
   In addition to average annual returns,  the subaccounts may quote  unaveraged
or  cumulative  total  returns  reflecting  the  simple  change  in  value of an
investment over a stated period.  Table 2 shows the cumulative total return on a
hypothetical  investment in the subaccounts for the last year, 5 years, 10 years
if applicable, and/or from the date the portfolios began operations and assuming
that the contract was  surrendered  December 31, 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 VIPF
- -------------
 Money Market                        -1.83%           3.77%           11.49%            15.65%        103.64%         103.64%
 Equity Income                        6.46%          12.54%          106.67%           113.17%        203.08%         203.08%
 Growth                               6.86%          12.96%           82.30%            88.80%        243.53%         243.53%
 High Income                          6.23%          12.30%           80.26%            86.76%        193.44%         193.44%
 Overseas                             5.47%          11.49%           38.55%            43.73%         78.00%          78.00%
Fidelity VIPF II
- ----------------
 Asset Manager                        6.76%          12.86%           52.87%            58.58%         98.43%          98.43%
 Inv. Grade Bond                     -3.91%           1.58%           23.34%            27.95%         64.18%          64.18%
 Asset Manager: Growth               11.77%          18.15%            N/A               N/A           36.56%          43.06%
 Index 500                           14.75%          21.25%            N/A               N/A           78.55%          85.05%
 Contrafund                          13.04%          19.49%            N/A               N/A           57.62%          64.12%
</TABLE>


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

                                             One Year                        Five Year                      Life of Fund
                                   ------------------------------  -----------------------------  ------------------------------
                                                      Surrender                      Surrender                      Surrender
 Subaccounts                        Contracts         Continue       Contracts       Continue        Contracts      Continue
- ---------------------------------- --------------  --------------  -------------- --------------  --------------  --------------
<S>                                 <C>              <C>             <C>              <C>            <C>            <C>
Alger American
- ---------------
 Growth                               5.59%          11.62%           92.57%            99.07%        242.08%         242.08%
 Income and Growth                   11.51%          17.88%           58.00%            63.90%        107.59%         107.59%
 Small Captalization                 -2.97%           2.57%           49.82%            55.42%        299.03%         299.03%
 Balanced                             2.62%           8.48%           42.19%            47.50%         61.63%          61.63%
 Mid-Cap Growth                       4.23%          10.17%            N/A               N/A          101.59%         108.09%
 Leveraged All-Cap                    4.38%          10.33%            N/A               N/A           82.96%          89.46%
MFS Variable Ins. Trust
- -----------------------
 Emerging Growth                      9.03%          15.25%            N/A               N/A           27.81%          34.31%
 Utilities                           10.42%          16.73%            N/A               N/A           47.29%          53.79%
 World Governments                   -3.12%           2.40%            N/A               N/A            8.86%          15.07%
 Research                            13.94%          20.44%            N/A               N/A           14.16%          20.66%
 Growth with Income                  16.04%          22.54%            N/A               N/A           16.53%          23.03%
Morgan Stanley Universal 
- ------------------------
Funds, Inc.                            N/A             N/A             N/A               N/A            N/A             N/A
- -----------
 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.
<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, not  withstanding  any  settlement  agreement in effect at the time the
assignment  was  executed.  AVLIC shall not be liable as to any payment or other
settlement made by AVLIC before receipt of written notice.
<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.

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 
<PAGE>

"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 specific plan.

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

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

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

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


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

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

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


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

     Title to  assets  of the  Account  is held by AVLIC.  The  assets  are kept
physically  segregated and held separate and apart from AVLIC's  general account
assets.  Accumulation  values  deposited or transferred to the Fixed Account are
held
<PAGE>

in  the General  Account of AVLIC.  Records are  maintained of all purchases and
redemptions of eligible portfolio shares held by each of the Subaccounts.


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

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

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

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

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

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

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

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

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

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

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



Board of Directors
Ameritas Variable Life
  Insurance Company
Lincoln, Nebraska

    We have  audited  the  accompanying  statement  of net  assets  of  Ameritas
Variable Life Insurance  Company  Separate Account VA-2 as of December 31, 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.
<PAGE>
                                     PART C
                                OTHER INFORMATION
   

Item 24.   Financial Statements and Exhibits

     a)   Financial Statements:

     The  financial  statements  of Ameritas  Variable  Life  Insurance  Company
     Separate  Account VA-2  and  Ameritas  Variable  Life Insurance Company are
     filed in Part B.

     Ameritas Variable Life Insurance Company Separate Account VA-2:

     -  Report of Deloitte & Touche LLP, independent auditors.

     -  Statement of Net Assets as of December 31, 1996.

     -  Statements of Operations and Changes in Net Assets for each of the three
        years in the period ended December 31, 1996.

     -  Notes to Financial  Statements  for the three years in the period  ended
        December 31, 1996.

     Ameritas Variable Life Insurance Company:

     -  Report of Deloitte & Touche LLP, independent auditors.

     -  Balance Sheets as of December 31, 1996 and 1995.

     - Statements of Operations  for each of the three years in the period ended
       December 31, 1996.

     - Statements  of  Changes  in  Stockholder's  Equity for each of the three
       years in the period ended December 31, 1996.

     - Statements  of Cash Flows for each of the three years in the period ended
       December 31, 1996.

     - Notes to  Financial  Statements  for the three years in the period  ended
       December 31, 1996.

    
All  schedules  of the Company  for which  provision  is made in the  applicable
accounting  regulations  of the  Securities  and  Exchange  Commission  are  not
required under the related instructions, are inapplicable or have been disclosed
in the Notes to the Financial Statements and therefore have been omitted.

There are no financial statements included in Part A.
<PAGE>
   
     b) Exhibits

     Exhibit Number                 Description of Exhibit
     --------------                 ----------------------        
     (1)                            Resolution of Board of Directors of Ameritas
                                    Variable Life Insurance Company establishing
                                    Ameritas Variable Life Insurance Company 
                                    Separate Account VA-2.*

     (2)                            Not applicable.

     (3)(a)                         Principal Underwriting Agreement.

     (3)(b)                         Form of Selling Agreement.**

     (4)                            Form of Variable Annuity Contract.*

     (5)                            Form of Application for Variable Annuity 
                                    Contract.****

     (6)(a)                         Articles of Incorporation of Ameritas 
                                    Variable Life Insurance Company.***

     (6)(b)                         Bylaws of Ameritas Variable Life Insurance 
                                    Company.***

     (7)                            Not applicable.

     (8)(a)                         Participation Agreement (MFS).**

     (8)(b)                         Participation Agreement (Fidelity).***

     (8)(c)                         Participation Agreement (Alger American)***

     (8)(d)                         Participation Agreement (Morgan Stanley)** 

     (9)                            Opinion and consent of Norman M. Krivosha.

     (10)(a)                        Independent Auditors' Consent

     (11)                           No financial statements are omitted from 
                                    Item 23.

     (12)                           Not applicable

     (13)                           Not applicable


*       Incorporated  by  reference  to  the  initial registration statement for
        Ameritas Variable Life Insurance Company Separate Account VA-2 (File No.
        33-14774), filed on June 2, 1987.

**      Incorporated by reference to initial registration statement for Ameritas
        Variable Life Insurance Company Separate Account V (File #333-15585) 
        filed November 5, 1996.

***     Incorporated by refence to pre-effective amendment to registration 
        statement for Ameritas Variable Life Insurance Company Separate Account
        V (File #333-15585) filed January 17, 1997.

****    Incorporated  by  reference to post-effective amendments to registration
        statement  File No. 33-14774, dated  on  March 26, 1992. 
    
<PAGE>
Item 25.   Directors and Officers of the Depositor.


  Name and Principal                 Position and Offices
  Business Address                   with Depositor
  ----------------------             ------------------------------------------
  Lawrence J. Arth*                  Director, Chairman of the Board, President
                                     and Chief Executive Officer

  Kenneth C. Louis*                  Director and Executive Vice President

  D T Doan**                         Director and Executive Vice President
   
  Robert W. Bush*                    Director and Senior Vice President Variable
                                     Operations and Administration
    
  Wayne E. Brewster*                 Senior Vice President - Variable Sales

  Ashok Chawla**                     Vice President - Fixed Annuity Investments

  Thomas C. Godlasky**               Director

  Joseph K. Haggerty**               Assistant General Counsel

  James R. Haire*                    Vice President and Actuary

  Jon C. Headrick*                   Treasurer

  Sandra K. Holmes**                 Vice President-Fixed Annuity Customer 
                                     Service

  Kenneth R. Jones*                  Vice President - Corporate Compliance and
                                     Assistant Secretary

  Norman M. Krivosha*                Secretary and General Counsel

  JoAnn M. Martin*                   Controller

  Sheila Sandy**                     Assistant Secretary

  Michael E. Sproule**               Director

  Linda S. Streck**                  Vice President-Fixed Annuity Product
                                     Development

  Kevin Wagoner**                    Assistant Treasurer


*  Principal  business  address:   Ameritas  Variable  Life  Insurance  Company,
   5900 "O" Street, Lincoln, Nebraska  68510.

** Principal business address:  AmerUs Life Insurance Company, 611 Fifth Avenue,
   Des Moines, Iowa  50309
<PAGE>
Item 26

The depositor,  Ameritas  Variable Life Insurance  Company,  is directly  wholly
owned by AMAL  Corporation.  The  Registrant  is a segregated  asset  account of
Ameritas Variable Life Insurance Company.

The following chart indicates the persons  controlled by or under common control
with Ameritas Variable Life Insurance Company:
   
Omitted chart shows Ameritas organization. ALIC with its separate accounts is at
the uppermost tier;  second tier companies are:  Ameritas  Investment  Advisors,
Inc., Ameritas Managed Dental Plan, Inc., First Ameritas Life Insurance Corp. of
New York,  Pathmark Assurance Company,  Veritas Corp., AMAL Corporation*,  third
tier  companies  are  Ameritas  Investment  Corp.  and  Ameritas  Variable  Life
Insurance   Company  with  its  separate   accounts  which  are  owned  by  AMAL
Corporation.

(* AMAL  Corporation  is jointly  owned by Ameritas  and AmerUs  Life  Insurance
Company).

All entities are Nebraska  entities,  except First Ameritas Life Insurance Corp.
of New York, which is a New York entity, and Ameritas Managed Dental Plan, Inc.,
which is a California entity.
    

All entities are wholly-owned by the person  immediately  controlling it, except
AMAL  Corporation,  a holding  company,  which is jointly owned by Ameritas Life
Insurance Corp., which owns a majority interest in AMAL Corporation,  and AmerUs
Life Insurance Company, which owns a minority interest in AMAL Corporation.

AMAL Corporation is a holding company.  Veritas is a marketing agency, Pathmark
Assurance Company is an insurance company.

Item 27.   Number of Contractowners
   
           As of December 31, 1996, there were 1667 contractowners.
    
Item 28.   Indemnification

Ameritas Variable Life Insurance Company's By-laws provide as follows:

   "The  Corporation  shall  indemnify  any  person  who  was, or is a party, or
is  threatened  to be made a party,  to any  threatened,  pending  or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative by reason of the fact that he or she is or was a director, officer
or  employee  of the  Corporation  or is or was  serving  at the  request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint  venture,  trust,  or  other  enterprise,  against  expenses
including  attorney's  fees,  judgments,  fines and amounts  paid in  settlement
actually  and  reasonably  incurred  in  connection  with such  action,  suit or
proceeding to the full extent authorized by the laws of Nebraska."

   Section 21-2004 of the Nebraska Business Corporation Act, in general,  allows
a  corporation  to indemnify  any  director,  officer,  employee or agent of the
corporation for amounts paid in settlement  actually and reasonably  incurred by
him or her in connection with an action, suit or proceeding,  if he or she acted
in good  faith and in a manner  he or she  reasonably  believed  to be in or not
opposed  to the best  interest  of the  corporation,  and,  with  respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was unlawful.

   In a case of a derivative action, no indemnification shall be made in respect
of any claim,  issue or matter as to which such person shall have been  adjudged
to be liable for negligence or misconduct in the  performance of his or her duty
to the  corporation,  unless a court in  which  the  action  was  brought  shall
determine  that such person is fairly and  reasonably  entitled to indemnify for
such expenses which the Court shall deem proper.
<PAGE>
   Insofar as indemnification  for liability arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 29.   Principal Underwriters

   
a)   Ameritas Investment Corp. which will serve as the principal underwriter for
     the variable  annuity  contracts  issued  through  Ameritas  Variable  Life
     Insurance  Company  Separate  Account  VA-2,  also serves as the  principal
     underwriter for variable life insurance  contracts  issued through Ameritas
     Variable  Life  Insurance  Company  Separate  Account  V, and serves as the
     principal  underwriter for variable life insurance contracts issued through
     Ameritas Life Insurance Corp. Separate Account LLVL  and  variable  annuity
     contracts issued  through  Ameritas  Life  Insurance Corp. Separate Account
     LLVA.
    
b)   The following table sets forth certain information regarding the officers 
     and directors of the principal underwriter, Ameritas Investment Corp.

         Name and Principal                 Positions and Offices
         Business Address                   with Underwriter
     ------------------------------         ----------------------------
         Lawrence J. Arth*                  Director and Chairman of the Board

         Kenneth C. Louis*                  Director, Senior Vice President

         Norman M. Krivosha*                Secretary and General Counsel

         William R. Giovanni*               Director, President and Chief 
                                            Executive Officer

         Jon C. Headrick*                   Treasurer

         D T Doan**                         Director and Senior Vice President

         Thomas C. Godlasky**               Director

         Michael E. Sproule**               Director

         Kenneth R. Jones*                  Vice President-Corporate Compliance
                                            and Assistant Secretary

         Thomas C. Bittner*                 Vice President-Marketing and 
                                            Administration

         Janell D. Winsor*                  Vice President-Retail Sales Manager

         Alan R. Eveland*                   Vice President-Public Finance
   
         Robert W. Morrow*                  Vice President
     
 
*  Principal  business  address:   Ameritas  Investment Corp.,  5900 "O" Street,
   Lincoln, Nebraska  68510.
   
** Principal business address:  AmerUs Life Insurance Company, 611 Fifth Avenue,
   Des Moines, Iowa  50309
    
<PAGE>
Item 30.   Location of Account and Records

         The Books,  records and other  documents  required to be  maintained by
Section 31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained
at Ameritas Variable Life Insurance Company, 5900 "O" Street, Lincoln,  Nebraska
68510

Item 31.   Management Services

         Not applicable.

Item 32.   Undertakings

   a)  Registrant  undertakes  to  file  a  post-effective  amendment  to   this
       registration  statement  as  frequently  as necessary to ensure  that the
       audited   financial   statements   in   the  registration  statement  are
       never more than 16 months old for so long as  payments under the variable
       annuity contracts may be accepted.

   b)  Registrant undertakes to include either (1) as part of any application to
       purchase a contract offered by the prospectus,  a space that an applicant
       can check to request a Statement of Additional Information, or (2) a post
       card or  similar  written  communication  affixed to or  included  in the
       prospectus  that the  applicant  can remove and send for a  Statement  of
       Additional Information.

   c)  Registrant undertakes to deliver any Statement of Additional  Information
       and any financial  statements  required to be made  available  under this
       form promptly upon written or oral request.

   d)  The  Registrant  is relying  upon the Division of  Investment  Management
       (Division)  no-action  letter of November 28, 1988  concerning  annuities
       sold   in  403(b) plans   and  represents  that  the  requirements of the
       no-action letter have been, are and/or will be complied with.
   
   e)  Ameritas Variable Life Insurance  Company  represents  that  the fees and
       charges deducted under the contract,  in  the aggregate,  are  reasonable
       in  relation  to  the  services  rendered,  the  expenses  expected to be
       incurred, and the risks assumed by the insurance company.
    
<PAGE>
   
                                   SIGNATURES


Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Ameritas Variable Life Insurance  Company Separate Account VA-2,  certifies that
it meets all the requirements for effectiveness of this Post-Effective Amendment
No.  20 to  the  Registration  Statement  pursuant  to  Rule  485(a)  under  the
Securities  Act of 1933 and has duly caused this  Amendment to the  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized  in the City of Lincoln,  County of  Lancaster,  State of Nebraska on
this 21st day of February, 1997.



                                       AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                              SEPARATE ACCOUNT VA-2, Registrant

                            AMERITAS VARIABLE LIFE INSURANCE COMPANY, Depositor





Attest:     Norman M. Krivosha              By:   Lawrence J. Arth
        --------------------------              ---------------------------
               Secretary                          Chairman of the Board


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been signed by the  Directors  and Officers of Ameritas  Variable
Life Insurance Company of Nebraska on the dates indicated.




      SIGNATURE                      TITLE                           DATE


/s/ Lawrence J. Arth      Director, Chairman of the Board      February 21, 1997
- ----------------------  President and Chief Executive Officer
    Lawrence J. Arth

/s/ Kenneth C. Louis     Director, Executive Vice President    February 21, 1997
- ----------------------
    Kenneth C. Louis

/s/ D T Doan             Director, Executive Vice President    February 21, 1997
- ----------------------
    D T Doan

/s/ Robert W. Bush         Director, Senior Vice President     February 21, 1997
- ----------------------  Variable Operations and Administration
    Robert W. Bush

/s/ Thomas C. Godlasky              Director                   February 21, 1997
- -----------------------
    Thomas C. Godlasky
<PAGE>
      SIGNATURE                       TITLE                           DATE

/s/ Jon C. Headrick                 Treasurer                  February 21, 1997
- -----------------------
    Jon C. Headrick

/s/ Norman M. Krivosha      Secretary and General Counsel      February 21, 1997
- -----------------------
    Norman M. Krivosha

/s/ JoAnn M. Martin                 Controller                 February 21, 1997
- -----------------------
    JoAnn M. Martin

/s/ Michael E. Sproule              Director                   February 21, 1997
- ------------------------
    Michael E. Sproule
<PAGE>
    
       As filed with the Securities and Exchange Commission on February 28, 1997
                                                       Registration No. 33-14774







                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


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


                                    EXHIBITS


                                       TO

   
                        POST-EFFECTIVE AMENDMENT NO. 20
    
                                       TO

                                    FORM N-4


                        AMERITAS VARIABLE LIFE INSURANCE
                          COMPANY SEPARATE ACCOUNT VA-2
<PAGE>
                                 Exhibit Index
 

 Exhibit                                                              Page
 -------                                                              ----

   99.A3a         Principal Underwriting Agreement  

   99.9           Opinion and Consent of Norman M. Krivosha

   99.10(a)       Independent Auditors' Consent

                        PRINCIPAL UNDERWRITING AGREEMENT



         UNDERWRITING  AGREEMENT  made this 6th day of December,  1996,  by  and
between Ameritas Investment Corp.,  (hereinafter the "Underwriter") and Ameritas
Variable Life Insurance Company hereinafter the "Insurance Company"), on its own
behalf  and on behalf of  Ameritas  Variable  Life  Insurance  Company  Separate
Account VA-2  (hereinafter  the  "Account"),  separate  account of the Insurance
Company, as follows:

         WHEREAS,  the Account was established  under authority of resolution of
the  Insurance  Company's  Board of Directors  on May 28, 1987,  in order to set
aside and invest  assets  attributable  to certain  variable  annuity  contracts
(hereinafter "Contracts") issued by the Insurance Company;

         WHEREAS,  the  Insurance  Company has  registered  or will register the
Account as a unit investment trust under the Investment Company Act of 1940 (the
"Investment  Company  Act") and has  registered  or will  register the Contracts
under the Securities Act of 1933 (the "1933 Act").

         WHEREAS,  the Insurance Company has filed or will file the Contract for
approval by the state insurance  departments in those  jurisdictions where it is
authorized to transact business.

         WHEREAS,  the  Underwriter  is registered as a  broker-dealer  with the
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of  1934,  as  amended  (the  "1934  Act"),  and is a  member  of  the  National
Association of Securities Dealers, Inc. (the "NASD"); and

         WHEREAS, the Insurance Company and the Account desire to have Contracts
sold and  distributed  through the Underwriter and the Underwriter is willing to
sell and distribute such Contracts under the terms stated herein.

         NOW, THEREFORE, the parties hereto agree as follows:

         1.       The Insurance  Company grants to the  Underwriter the right to
                  be, and the  Underwriter  agrees to serve as  distributor  and
                  principal underwriter of the Contracts during the term of this
                  Agreement.  The Underwriter  agrees to use its best efforts to
                  solicit applications for the Contracts at its own expense, and
                  otherwise  to  perform  all  duties  and  functions  which are
                  necessary and proper for the distribution of the Policies.

         2.       All premiums for Contracts shall be remitted  promptly in full
                  together with such application, forms, and any other documents
                  required by the Insurance  Company.  Checks or money orders in
                  payment of premiums  shall be drawn to the order of  "Ameritas
                  Variable Life Insurance Company".

         3.       The  Underwriter  agrees  to offer the  Contracts  for sale in
                  accordance with the prospectuses in effect. The Underwriter is
                  not  authorized  to  give  any  information  or  to  make  any
                  representations  concerning  the  Contracts  other  than those
                  contained in the current prospectuses filed with the SEC or in
                  such sales  literature as may be developed  and  authorized by
                  the Insurance Company in conjunction with the Underwriter.

         4.       The  Underwriter   shall  be   responsible  for any filings of
                  advertisements or sales literature required to be made with 
                  the NASD.

         5.       The  Underwriter  agrees  to  join  Insurance  Company,   upon
                  Insurance  Company's request and after  independent  review of
                  such matters,  in any joint applications  required to be filed
                  with the SEC  under the  "1934  Act,"  the "1933  Act" and the
                  Investment Company Act.

         6.       The Insurance Company shall be responsible  for any filings of
                  advertising  and  sales  literature  required  to be made with
                  state insurance regulators.



                                            1
<PAGE>
         7.       On behalf of the Account,  the Insurance Company shall furnish
                  the  Underwriter  with copies of all  prospectuses,  financial
                  statements   and  other   documents   which  the   Underwriter
                  reasonably   requests   for  use  in   connection   with   the
                  distribution of the Contracts.

         8.       Insurance  Company   represents   to   Underwriter   that  the
                  prospectus   included   in   Insurance Company's  Registration
                  Statement,   post-effective   amendments   thereto   and   any
                  supplements  thereto, as filed or to be filed with the SEC, as
                  of   their   effective dates,   contain  or  will contain, all
                  statements  and  information  which  are required to be stated
                  therein  by  the 1933 Act and in all respects conform  or will
                  conform to the requirements thereof.   Neither any prospectus,
                  nor  any  supplement  thereof,  includes or will include,  any
                  untrue statement of a material fact, or omits or will  omit to
                  state  any   material   fact  required to be stated therein or
                  necessary   to   make   the  statement therein not misleading,
                  provided, however, that  the  foregoing  representations shall
                  not apply to information contained  in  or   omitted  from any
                  prospectus  or  supplement in reliance upon, and in conformity
                  with,  written  information  furnished to Insurance Company by
                  Underwriter specifically for use  in  the preparation thereof.
                  The foregoing  representation   also  shall   not    apply  to
                  information   contained  in  or omitted from any prospectus or
                  supplement of any underlying mutual fund.

         9.       The Underwriter represents  that  it  is  duly registered as a
                  broker-dealer  under  the  1934  Act  and is a member in  good
                  standing of the NASD and, to the extent necessary to offer the
                  Contracts, shall be duly  registered  or  otherwise  qualified
                  under  the securities laws and insurance laws of  any state or
                  other jurisdiction.  The  Underwriter   shall  be  responsible
                  itself,  or through contracts with others, including Insurance
                  Company,  for   carrying  out   its   sales   and underwriting
                  obligations hereunder in continued compliance  with  the  NASD
                  Rules of Fair Practice and federal  and  state securities laws
                  and  regulations.   Without   limiting  the  generality of the
                  foregoing,  the  Underwriter  agrees  that  it  shall be fully
                  responsible for:

                  (a)      ensuring  that no  person  shall  offer  or sell  the
                           Contracts  on its behalf  until  such  person is duly
                           registered as a  representative  of the  Underwriter,
                           duly licensed and appointed by the Insurance Company,
                           and appropriately  licensed,  registered or otherwise
                           qualified to offer and sell such Contracts  under the
                           federal securities laws and any applicable securities
                           laws  and  insurance  laws of  each  state  or  other
                           jurisdiction  in which such Contracts may be lawfully
                           sold, in which the  Insurance  Company is licensed to
                           sell the  Contracts  and in which such persons  shall
                           offer or sell the Contracts; and

                  (b)      training,   supervising,  and  controlling  all  such
                           persons for  purposes of  complying  on a  continuous
                           basis with the NASD Rules of Fair  Practice  and with
                           federal  and  state   securities   law   requirements
                           applicable in  connection  with the offer and sale of
                           the Contracts.  Underwriter  is  responsible  for all
                           costs associated with this undertaking. In connection
                           with this undertaking, the Underwriter shall:

                           (1)      conduct   such   training    (including  the
                                    preparation   and    utilization of training
                                    materials)  as   in   the   opinion  of  the
                                    Underwriter  is  necessary to accomplish the
                                    purposes of this Agreement;

                           (2)      establish  and  implement reasonable written
                                    procedures   for    supervision  of    sales
                                    practices   of   agents,  representatives or
                                    brokers selling the Contracts; and

                           (3)      take  reasonable  steps to  ensure  that its
                                    associated    persons    shall    not   make
                                    recommendations  to an applicant to purchase
                                    a Contract  and shall not sell a Contract in
                                    the absence of reasonable grounds to believe
                                    that  the   purchase  of  the   Contract  is
                                    suitable for such applicant.



                                        2

<PAGE>
         10.      The  Underwriter  is  hereby  authorized  to  enter into sales
                  agreements with other independent broker-dealers for the  sale
                  of the Contracts.  All such sales agreements entered  into  by
                  the Underwriter  shall  provide that each independent  broker-
                  dealer   will   assume   full  responsibility   for  continued
                  compliance  by itself and its associated persons with the NASD
                  Rules  of  Fair  Practice  and  applicable   federal and state
                  securities laws.  All associated persons of such   independent
                  broker-dealers soliciting applications for the Contracts shall
                  be duly and appropriately  licensed  or appointed for the sale
                  of the Contracts under the Federal and state  securities  laws
                  and  the   insurance   laws   of   the   applicable  states or
                  jurisdictions in which such Contracts may be lawfully sold.

         11.      The  Insurance  Company  shall  apply for the proper insurance
                  licenses in the appropriate states  or  jurisdictions  for the
                  designated  persons  associated  with  the Underwriter or with
                  other  independent  broker-dealers  which  have   entered into
                  agreements with the Underwriter for the sale of the Contracts,
                  provided  that  the  Insurance  Company  reserves the right to
                  refuse to appoint any proposed registered representative as an
                  agent or broker, and  to  terminate  an  agent  or broker once
                  appointed.  The cost of licensing for a designated person will
                  be paid by the party designating  such  person  for licensing.
                  The Insurance Company  will  pay  the  cost  of appointing all
                  designated persons.

         12.      The  Insurance  Company  and the Underwriter shall cause to be
                  maintained and preserved  for  the  periods   prescribed  such
                  accounts,  books,  and other documents as are required of them
                  by the Investment Company Act of 1940, the 1934 Act,  and  any
                  other   applicable  laws and regulations.  The books, accounts
                  and records of the Insurance Company,  the  Account,  and  the
                  Underwriter   as   to   all   transactions  hereunder shall be
                  maintained so as to disclose clearly and accurately the nature
                  and details of the transactions. The  Insurance  Company shall
                  maintain such books and records of the Underwriter  pertaining
                  to the sale of the Contracts and required  by  the 1934 Act as
                  may be mutually agreed upon from time to time by the Insurance
                  Company and the Underwriter; provided  that  such  books   and
                  records shall be the property of the Underwriter, and shall at
                  all times be subject  to  such reasonable periodic, special or
                  other examination by the SEC and  all  other regulatory bodies
                  having   jurisdiction.   The   Insurance   Company   shall  be
                  responsible  for   sending   all   required  confirmations  on
                  customer   transactions   in   compliance   with    applicable
                  regulations,  as   modified  by  any exemption or other relief
                  obtained by the Insurance Company.

                  The  Underwriter  shall  cause  the  Insurance  Company  to be
                  furnished  with  such   reports  as  the Insurance Company may
                  reasonably request for  the  purpose  of meeting its reporting
                  and recordkeeping requirements under the insurance laws of the
                  State   of   Nebraska   and   any   other applicable states or
                  jurisdictions.

         13.      The Insurance Company shall have the responsibility for paying
                  (i) all commissions or other fees to associated persons of the
                  Underwriter  which are due for the sale of the  Contracts  and
                  (ii) any compensation to other independent  broker-dealers and
                  their  associated  persons  due  under  the terms of any sales
                  agreements  between the Underwriter,  Insurance  Company,  and
                  such  broker-dealers.  Notwithstanding the preceding sentence,
                  no associated  person or broker-dealer  shall have an interest
                  in any  deductions  or other fees  payable to the  Underwriter
                  pursuant to the terms of this Agreement.

         14.      If Insurance  Company is required to refund premiums or return
                  accumulation  values and waive surrender charges on any Policy
                  for any  reason;  then no  commission  will be payable on such
                  payments, and previously paid commissions,  to the extent they
                  are refunded by the Insurance Company, must be refunded by the
                  Underwriter.

         15.      The Insurance Company shall reimburse the Underwriter  for all
                  reasonable and necessary costs  and  expenses  incurred by the
                  Underwriter   in   furnishing  the  services,  materials,  and
                  supplies  required  by the terms of this Agreement and may pay
                  Underwriter a concession for sales of the

                                        3
<PAGE>
                  policies as may be agreed by the parties in writing  from time
                  to time.  The  Underwriter  agrees to obtain the prior written
                  approval by Insurance  Company of any agreements it may pursue
                  with third party  providers of such  services,  materials  and
                  supplies.

         16.      Insurance  Company shall indemnify  Underwriter for any losses
                  to which  Underwriter  may  become  subject,  insofar  as such
                  losses result from negligent,  fraudulent or unauthorized acts
                  or omissions by Insurance Company or its employees.

         17.      That  beginning  January 1, 1997, and on the first day of each
                  and every  month  thereafter,  during the entire year of 1997,
                  unless sooner  terminated by mutual  agreement of the parties,
                  Insurance  Company  agrees  to pay to  Underwriter  the sum of
                  $10,000.00  in addition to any other sums  required to be paid
                  under  the   Principal   Underwriting   Agreement   heretofore
                  executed;   which  said   payment   shall  be  as   additional
                  compensation  to Underwriter  for performing  duties under the
                  Principal Underwriting Agreement.

         18.      Underwriter  agrees to indemnify the Insurance Company for any
                  losses to which Insurance Company may be subject if the losses
                  arise out of or result from negligent, improper, fraudulent or
                  unauthorized acts or omissions by Underwriter,  its employees,
                  sales  personnel,  agents  or  principals,  including  but not
                  limited  to  improper   solicitations   of  applications   for
                  Policies,    unauthorized    use   of   sales   materials   or
                  advertisements,  or any oral or written  misrepresentations or
                  unlawful sales practices.

         19.      (a)      Except  as   provided by paragraph 18(b) through (e),
                           this Agreement may be terminated  by   either   party
                           hereto upon 180 days' written notice to the other 
                           party.

                  (b)      This  Agreement  may be terminated  immediately  upon
                           written notice of one party to the other party hereto
                           in the event of bankruptcy or insolvency of the party
                           to which notice is given.

                  (c)      This Agreement may be terminated immediately, at  the
                           option of Insurance Company, in the event that formal
                           administrative proceedings are instituted against the
                           Underwriter  by  the  NASD, SEC,  any state Insurance
                           Commissioner or any other  regulatory  body regarding
                           Underwriter's duties under this Agreement or  related
                           to the sale of Policies,  and  that Insurance Company
                           determines in its sole judgment  exercised  in   good
                           faith, that any such administrative proceedings  will
                           have a material adverse effect  upon  the  ability of
                           the Underwriter to perform its obligations under this
                           Agreement.

                  (d)      This Agreement may be terminated immediately,  at the
                           option of  Underwriter,  in the event that any of the
                           underlying  funds are not registered,  issued or sold
                           in accordance  with  applicable  state and/or federal
                           law or such law  precludes  the use of such shares as
                           the  underlying  investment  media  of  the  Policies
                           issued or to be issued by Insurance Company.

                  (e)      This Agreement may be terminated immediately,  at the
                           option  of  Underwriter,  if the  underlying  fund(s)
                           ceases to qualify as a Regulated  Investment  Company
                           under  Subchapter M of the  Internal  Revenue Code of
                           1954, as amended.

                  (f)      This Agreement may be terminated, at  the  option  of
                           Insurance  Company,  if  (a) Insurance  Company shall
                           determine  in  its   sole  judgment exercised in good
                           faith   that   Underwriter  has  suffered  a material
                           adverse  change   in   its   business   or  financial
                           condition or is subject to material adverse publicity
                           and such material adverse change  or material adverse
                           publicity  will  have  a material adverse impact upon
                           the business and operations of Insurance Company, (b)
                           Insurance   Company   shall   notify   Underwriter in
                           writing  of  such   determination  and  its intent to
                           terminate  this  Agreement and (c) after  considering
                           the   actions   taken  by  Underwriter  and any other
                           changes  in   circumstances  since the giving of such
                           notice, such determination of Insurance Company shall
                           continue  to  apply  on   the  sixtieth  (60th)   day
                           following the giving of  such notice, which  sixtieth
                           day shall be the effective day of termination.

                                        4
<PAGE>
                  (g)      This Agreement may be terminated at any time upon the
                           mutual written consent of the parties thereto.

                  (h)      The  Underwriter  shall not  assign or  delegate  its
                           responsibilities  under this  Agreement  without  the
                           written consent of the Insurance Company.

                  (i)      Upon    termination    of   this    Agreement,    all
                           authorizations,  right and  obligations  shall  cease
                           except the obligations to settle accounts  hereunder,
                           including   payments  of  premiums  or  contributions
                           subsequently  received for Contracts in effect at the
                           time   of   termination   or   issued   pursuant   to
                           applications  received by the Insurance Company prior
                           to termination.

         20.      This  Agreement  is  subject  to  and  its  terms  are  to  be
                  interpreted and construed in accordance with the provisions of
                  the  Investment  Company Act and the 1934 Act,  and the rules,
                  regulations,  and  rulings  thereunder  and is  subject to the
                  provisions  of  the  NASD  Rules  of  Fair  Practice.  Without
                  limiting the generality of the foregoing,  the term "assigned"
                  shall  not  include  any  transaction  exempted  from  section
                  15(b)(2) of the Investment Company Act.

                  The   Underwriter   shall   submit  to  all   regulatory   and
                  administrative   entities   having   jurisdiction   over   the
                  operations  of the  Accounts,  present  or  future;  and  will
                  provide any  information,  reports or other material which any
                  such entity by reason of this Agreement may request or require
                  pursuant to applicable laws or regulations.

         21.      If any  provision  of  this  Agreement  shall  be held or made
                  invalid by a court decision,  statute, rule or otherwise,  the
                  remainder of this Agreement shall not be affected thereby.

         22.      This Agreement  shall  be construed and enforced in accordance
                  with and governed by the laws of the State of Nebraska.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed, and seals to be affixed, as of the day and year first above written.

                                   AMERITAS INVESTMENT CORP.

Attest:
/s/ Ann D. Diers                       /s/ William R. Giovanni
___________________________        By: _________________________________________
                                           William R. Giovanni,
                                           President & Chief Executive Officer


                                   AMERITAS VARIABLE LIFE INSURANCE COMPANY

Attest:
/s/ Ann D. Diers                       /s/ Kenneth C. Louis
___________________________       By: __________________________________________
                                           Kenneth C. Louis,
                                           Executive Vice President

                                        5

                                  EXHIBIT 99.9

                    Opinion and Consent of Norman M. Krivosha
<PAGE>
                                   Ameritas Variable Life Insurance Company Logo
                                       5900 "O" Street, Lincoln, Nebraska  68510

February 24, 1997




Ameritas Variable Life Insurance Company
5900 "O" Street
P.O. Box 81889
Lincoln, Nebraska  68501

Gentlemen:

With reference to Post-Effective  Amendment No. 20 on Form N-4 filed by Ameritas
Variable Life Insurance  Company and Ameritas  Variable Life  Insurance  Company
Separate Account VA-2 with the Securities & Exchange  Commission covering single
premium  annuity  policies,  I have examined  such  documents and such laws as I
considered necessary and appropriate,  and on the basis of such examination,  it
is my opinion that:

   1.    Ameritas  Variable Life Insurance Company is duly organized and validly
         existing  under  the laws of the  State of  Nebraska  and has been duly
         authorized  by the  Insurance  Department  of the State of  Nebraska to
         issue variable annuity policies.

   2.    Ameritas  Variable Life Insurance  Company  Separate  Account VA-2 is a
         duly authorized and existing separate account  established  pursuant to
         the provisions of Sections  44-310.06  (subsequently  repealed)  and/or
         44-402.01 of the Statutes of the State of Nebraska.

   3.    The  single  premium   variable  annuity   policies,   when  issued  as
         contemplated by said Form N-4 Registration  Statement,  will constitute
         legal, validly issued and binding obligations of Ameritas Variable Life
         Insurance Company.

I  hereby  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
Post-Effective  Amendment No. 20 to said Form N-4 Registration  Statement and to
the use of my name under the caption "Legal Matters" in the Prospectus contained
in the Registration Statement.

Sincerely,


/s/ Norman Krivosha

Norman Krivosha
Secretary

                                  EXHIBIT 99.10(a)

                          Independent Auditors' Consent

<PAGE>
INDEPENDENT AUDITORS' CONSENT


We consent to the use in this  Post Effective  Amendment No. 20 to  Registration
Statement No.  33-14774 of Ameritas  Variable Life  Insurance  Company  Separate
Account VA-2 of our reports dated  February 1, 1997, on the financial statements
of Ameritas Variable Life Insurance Company and Ameritas Variable Life Insurance
Company   Separate  Account  VA-2  appearing  in  the  Statement  of  Additional
Information,  which is a part of such Registration Statement, and to the related
reference to us under the heading "Experts."


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP


Lincoln, Nebraska
February 27, 1997


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