AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2
497, 1998-06-05
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                                 PROFILE of the
                               OVERTURE ACCLAIM!
                            Variable Annuity Contract

                                  June 1, 1998
   
THIS PROFILE  SUMMARIZES  IMPORTANT POINTS YOU SHOULD CONSIDER BEFORE PURCHASING
THIS POLICY.
THE POLICY IS MORE FULLY  DESCRIBED IN THE  PROSPECTUS  WHICH  ACCOMPANIES  THIS
PROFILE.
                     PLEASE READ THE PROSPECTUS CAREFULLY.


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

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

3. PURCHASE    
     You can buy this Policy with $25,000 or more under most circumstances. Your
registered  representative  can help you fill out the proper forms.  You can add
$1,000 or more any time during the accumulation phase.

4. INVESTMENT OPTIONS 
     Besides  the Fixed  Account,  you can put your money in any or all of these
subaccounts   described  in  the  fund   prospectuses.   Depending  upon  market
conditions, you can make or lose money in any of these subaccounts.
<TABLE>
<CAPTION>

       MANAGED BY                         MANAGED BY               
       FIDELITY MANAGEMENT                FRED ALGER               
       & RESEARCH COMPANY                 MANAGEMENT, INC.         
       ------------------                 ----------------         
      <S>                                <C>                     
       VIP(1) Money Market                Alger American:          
       VIP    Equity-Income                 Growth                 
       VIP    Growth                        Income and Growth      
       VIP    High Income                   Small Capitalization   
       VIP    Overseas                      Balanced               
       VIP II(2) Asset Manager              MidCap Growth
       VIP II Investment Grade Bond         Leveraged AllCap
       VIP II Asset Manager: Growth
       VIP II Index 500
       VIP II Contrafund

(1) Variable Insurance Products Fund 
(2) Variable Insurance Products Fund II 

      MANAGED BY                          MANAGED BY
      MASSACHUSETTS                       MORGAN STANLEY
      FINANCIAL SERVICES CO.              ASSET MANAGEMENT INC.
      ----------------------              ---------------------
      <C>                                <C>    
      Emerging Growth                     Emerging Markets Equity
      Utilities                           Global Equity
      World Governments                   International Magnum
      Research                            Asian Equity
      Growth With Income                  U.S. Real Estate

</TABLE>

                                       i 
<PAGE>

5.  EXPENSES  
     The Policy has insurance  features and investment  features,  and there are
costs related to each.  AVLIC currently  deducts a $36 policy fee each year from
your Policy (guaranteed to be no more than $40 per year).
     AVLIC currently waives this charge if the accumulation value of your Policy
is at least $50,000. AVLIC also deducts insurance charges of an annualized 1.40%
of the daily value of your Policy.  Investment  charges range from .28% to 1.75%
of the average daily value of the subaccounts depending upon the subaccount.
     If required by state law,  AVLIC will assess a state  premium tax charge at
the time of  premium  receipt or when you make a  complete  withdrawal  or begin
receiving  regular  income  payments.  State premium tax ranges from 0% to 3.5%,
depending upon the state.
     The following  chart is to help you  understand  the charges in the Policy.
The column  "Total  Annual  Charges"  shows no policy  fee,  based on an assumed
average contract size of $60,000, the 1.40% insurance charges and the investment
charge  for each  subaccount.  The next two  columns  show you  examples  of the
charges, in dollars, you would pay on a $1,000 investment in a Policy that earns
5% annually if you withdraw your money: (1) at the end of year 1, and (2) at the
end of year 10. For year 1, the Total Annual Charges are assessed.  For year 10,
the example shows the aggregate of all the annual charges assessed for the first
10 years. There is no withdrawal charge.
<TABLE>
<CAPTION>

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

                                                                                            EXAMPLES:
                                                                                            ---------

                                     TOTAL ANNUAL       TOTAL ANNUAL       TOTAL         TOTAL ANNUAL  
                                     INSURANCE          PORTFOLIO          ANNUAL        EXPENSES AT END OF:
SUBACCOUNT MANAGED BY                CHARGES            CHARGES            CHARGES       1 YEAR   10 YEARS
- ---------------------                -------------     ---------------     -------       ------   --------
Fidelity Management & Research Company
<S>                                     <C>               <C>              <C>            <C>       <C>    
   VIP Money Market                      1.40%             0.31%            1.71%          $17       $199
   VIP Equity-Income                     1.40%             0.57%            1.97%          $20       $226
   VIP Growth                            1.40%             0.67%            2.07%          $21       $237
   VIP High Income                       1.40%             0.71%            2.11%          $21       $241
   VIP Overseas                          1.40%             0.90%            2.30%          $23       $260
   VIP II Asset Manager                  1.40%             0.64%            2.04%          $20       $233
   VIP II Investment Grade Bond          1.40%             0.58%            1.98%          $20       $227
   VIP II Asset Manager: Growth          1.40%             0.76%            2.16%          $22       $246
   VIP II Index 500                      1.40%             0.28%            1.68%          $17       $195
   VIP II Contrafund                     1.40%             0.68%            2.08%          $21       $238
 
Fred Alger Management Inc.
Alger American:
   Growth                                1.40%             0.79%            2.19%          $22       $249
   Income and Growth                     1.40%             0.74%            2.14%          $21       $244
   Small Capitalization                  1.40%             0.89%            2.29%          $23       $259
   Balanced                              1.40%             1.01%            2.41%          $24       $271
   MidCap Growth                         1.40%             0.84%            2.24%          $22       $254
   Leveraged AllCap                      1.40%             1.00%            2.40%          $24       $270

Massachusetts Financial Services Company
   Emerging Growth                       1.40%              .87%            2.27%          $23       $257
   Utilities                             1.40%             1.00%            2.40%          $24       $270
   World Governments                     1.40%             1.00%            2.40%          $24       $270
   Research                              1.40%              .88%            2.28%          $23       $258
   Growth With Income                    1.40%             1.00%            2.40%          $24       $270

Morgan Stanley Asset Management Inc.
   Emerging Markets Equity               1.40%             1.75%            3.15%          $32       $343
   Global Equity                         1.40%             1.15%            2.55%          $26       $285
   International Magnum                  1.40%             1.15%            2.55%          $26       $285
   Asian Equity                          1.40%             1.20%            2.60%          $26       $290
   U.S. Real Estate                      1.40%             1.10%            2.50%          $25       $280
 </TABLE>

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


                                       ii 
<PAGE>

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

7. ACCESS TO YOUR MONEY 
     You can take money out anytime during the accumulation  phase.  There is no
withdrawal  charge. Of course,  you may have to pay income tax and a tax penalty
on any money you take out.

8. PERFORMANCE 
     The value of the Policy will vary up or down  depending upon the investment
performance  of the  subaccounts  you choose.  The policy has been offered since
June 1, 1998.  The  following  chart  shows  historical  total  returns for each
subaccount for the periods  shown,  as if the Policy had been in force since the
portfolio was added to the Separate Account. These numbers reflect the insurance
charges,  the policy  maintenance  charge,  the investment charges and all other
expenses of the subaccount.  The chart is based upon an assumed average contract
size of $60,000. Past performance is not a guarantee of future results.

<TABLE>
<CAPTION>
                             HISTORICAL PERFORMANCE
                             
SUBACCOUNT MANAGED BY:     1997     1996    1995     1994     1993     1992      1991      1990    1989     1988
- ----------------------     ----     ----    ----     ----     ----     ----      ----      ----    ----     ----   
Fidelity Management & Research Company
<S>                      <C>      <C>     <C>       <C>     <C>      <C>       <C>       <C>     <C>      <C> 
 VIP Money Market          4.02%    3.95%   4.35%    2.83%    1.81%    2.44%     4.66%     6.58%   7.66%    5.90%
 VIP Equity-Income        26.34%   12.68%  33.22%    5.58%   16.65%   15.25%    29.59%   -16.50%  15.72%   21.01%
 VIP Growth               21.77%   13.10%  33.49%   -1.41%   17.71%    7.80%    43.49%   -12.97%  29.65%   13.98%
 VIP High Income          16.04%   12.44%  19.01%   -3.00%   18.73%   21.45%    33.20%    -3.61%  -5.52%   10.07%
 VIP Overseas             10.01%   11.63%   8.16%    0.31%   35.44%  -11.97%     6.50%    -3.04%  24.03%    6.63%
 VIP II Asset Manager     18.98%   13.01%  15.34%   -7.39%   19.55%   10.16%    20.86%     5.24%   -        -
 VIP II Investment
   Grade Bond              7.55%    1.75%  15.70%   -5.09%    9.38%    5.17%     -         -       -        -
 VIP II Asset Manager:
   Growth                 23.41%   19.13%   -        -        -        -         -         -       -        -
 VIP II Index 500         30.87%   21.11%   -        -        -        -         -         -       -        -
 VIP II Contrafund        22.43%   19.62%   -        -        -        -         -         -       -        -

Fred Alger Management, Inc.
  Alger American:
  Growth                  24.00%   11.76%  34.48%    0.04%   20.76%    -         -         -       -        -
  Income and Growth       34.40%   18.01%  33.26%   -9.55%    8.81%    -         -         -       -        -
  Small Capitalization     9.84%    2.72%  42.31%   -5.70%   11.70%    -         -         -       -        -
  Balanced                18.16%    8.62%  26.84%   -5.60%    -        -         -         -       -        -
  MidCap Growth           13.41%   10.33%  42.45%   -2.90%    -        -         -         -       -        -
  Leveraged AllCap        18.02%   10.50%   -        -        -        -         -         -       -        -

Massachusetts Financial Services Company
  Emerging Growth         20.22%   15.38%   -        -        -        -         -         -       -        -
  Utilities               29.89%   16.87%   -        -        -        -         -         -       -        -
  World Governments       -2.50%    2.57%   -        -        -        -         -         -       -        -
  Research                 -        -       -        -        -        -         -         -       -        -
  Growth With Income       -        -       -        -        -        -         -         -       -        -

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


                                       iii

<PAGE>

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

10.  OTHER INFORMATION
     FREE LOOK. You may cancel the policy within 10 days after  receiving it (or
whatever  period is required in your  state).  You will  receive  whatever  your
Policy is worth on the day we receive your returned policy.  This may be more or
less than your  original  payment.  If law  requires us to return your  original
payment,  we will put your  money in the  Money  Market  subaccount  during  the
free-look period and return your original payment.

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

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

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

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

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

     o You can arrange to have AVLIC  automatically  readjust the money  between
subaccounts  periodically  to keep the blend you  select.  We call this  feature
PORTFOLIO REBALANCING.

     o You can arrange to have AVLIC  periodically  reallocate the earnings (not
the  principal  amount)  among the  subaccounts.  We call this feature  EARNINGS
SWEEP.

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

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

                                   AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO
                                        ----------------------------------------
                                        Ameritas Variable Life Insurance Company
                                                                   5900 O Street
                                                                Lincoln NE 68510
                                                                    800-745-1112

                                       iv 
<PAGE>

PROSPECTUS                         Ameritas Variable Life Insurance Company Logo



OVERTURE ACCLAIM!                                5900 "O" Street, P.O. Box 82550
FLEXIBLE PREMIUM VARIABLE ANNUITY                              Lincoln, NE 68501
- --------------------------------------------------------------------------------

This Prospectus  describes a no sales load/no  surrender charge flexible premium
variable annuity policy contract  ("Policy")  offered by Ameritas  Variable Life
Insurance  Company  ("AVLIC").  The Policy provides a vehicle for individuals to
invest  on a  tax-deferred  basis  for  retirement  savings  or other  long-term
purposes.

You may  purchase a Policy for $25,000 or more.  Minimum  additional  subsequent
premiums  may be $1,000 or more;  smaller  amounts may be accepted by  automatic
bank draft or at the discretion of AVLIC.

You may direct that premiums  accumulate  on a variable  basis in one or more of
the 26 Subaccounts  of the Ameritas  Variable Life  Insurance  Company  Separate
Account VA-2 ("Separate  Account") or on a fixed basis in the Fixed Account,  or
on a combination  variable and fixed basis. The Separate Account uses its assets
to purchase shares in one or more of the following Portfolios of mutual funds:
<TABLE>
<CAPTION>

VARIABLE INSURANCE PRODUCTS FUND ("VIP ")*                 VARIABLE INSURANCE PRODUCTS FUNDS II ("VIP  II")*
    <S>                                                         <C>
     Money Market                                                Asset Manager
     Equity-Income                                               Investment Grade Bond
     Growth                                                      Asset Manager:  Growth
     High Income                                                 Index 500
     Overseas                                                    Contrafund
</TABLE>

* VIP and VIP II are collectively referred to as "Fidelity Funds"
<TABLE>
<CAPTION>

THE ALGER AMERICAN FUND                          MFS VARIABLE INSURANCE           MORGAN STANLEY UNIVERSAL FUNDS, INC.
("ALGER AMERICAN FUND")                          TRUST ("MFS TRUST")            ("MORGAN STANLEY FUND")
    <S>                                            <C>                             <C>   
     Alger American Growth                          Emerging Growth                 Emerging Markets Equity
     Alger American Income and Growth               Utilities                       Global Equity
     Alger American Small Capitalization            World Governments               International Magnum
     Alger American Balanced                        Research                        Asian Equity
     Alger American MidCap Growth                   Growth With Income              U.S. Real Estate
     Alger American Leveraged AllCap
</TABLE>

The Owner bears the entire  investment  risk for monies  placed in the  Separate
Account under this Policy prior to the annuity date.

This  prospectus  contains  information  you should  know  before  investing.  A
Statement of Additional Information, which has the same date as this prospectus,
has been filed with the Securities and Exchange  Commission;  it is incorporated
herein by reference and is available  free by writing AVLIC at the address above
or by calling a Client Service  Representative at  1-800-745-1112.  The table of
contents of the Statement of Additional  Information  appears at the end of this
prospectus.

Prospectuses  for the  mutual  fund  options  identified  above can be  obtained
without charge by calling 1-800-745-1112.

Read the prospectuses carefully and retain them for future reference.

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.

The Securities and Exchange Commission maintains a web site (http://www.sec.gov)
that contains the Statement of Additional Information,  material incorporated by
reference,  and other information regarding registrants that file electronically
with the Securities and Exchange Commission.

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 June 1, 1998.

                                    ACCLAIM!
                                        1
<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                          PAGE

     DEFINITIONS.......................................................     3
     FEE TABLE.........................................................     5
     CONDENSED FINANCIAL INFORMATION....................................    7
     PERFORMANCE DATA..................................................     7
     YEAR 2000.........................................................     8
     AVLIC, THE SEPARATE ACCOUNT AND THE FUNDS.........................     8
          Ameritas Variable Life Insurance Company.....................     8
          The Separate Account.........................................     9
          The Funds....................................................     9
     THE FIXED ACCOUNT.................................................    10
     POLICY FEATURES...................................................    11
          Control of the Policy........................................    11
          Policy Purchase and Premium Payment..........................    11
          Allocation of Premium........................................    11
          Accumulation Value...........................................    12
          Transfers Among the Portfolios and the Fixed Account.........    12
          Systematic Programs..........................................    13
          Withdrawals and Surrenders...................................    13
          Free Look Privilege..........................................    14
     CHARGES AND DEDUCTIONS............................................    14
          Administrative Charges.......................................    14
          Mortality and Expense Risk Charge............................    14
          Tax Charges..................................................    15
          Fund Investment Advisory Fees and Expenses...................    15
     ANNUITY PERIOD....................................................    15
          Annuity Date.................................................    15
          Annuity Income Options.......................................    16
     FEDERAL TAX MATTERS...............................................    17
          Taxation of Annuities in General.............................    17
          Nonqualified Policies........................................    17
          Qualified Policies...........................................    17
     GENERAL PROVISIONS................................................    18
          Annuitant's Beneficiary......................................    18
          Death of Annuitant...........................................    19
          Guaranteed Minimum Death Benefit (GMDB) Rider................    19
          Death of Owner...............................................    19
          Addition, Deletion or Substitution of Investments............    20
          Deferment of Payment.........................................    20
          Contestability...............................................    20
          Misstatement of Age or Sex...................................    20
          Reports and Records..........................................    21
     DISTRIBUTION OF THE POLICIES......................................    21
     SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS......................    21
     THIRD PARTY SERVICES..............................................    21
     VOTING RIGHTS.....................................................    21
     LEGAL PROCEEDINGS.................................................    22
     TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION..........    22

The Policy, certain provisions, and certain Portfolios are not available in all 
states.

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

                                    ACCLAIM!
                                       2

<PAGE>

                                   DEFINITIONS
                                   -----------

ACCUMULATION  UNIT.  A unit used to measure the value of the Policy prior to the
Annuity Date. Analogous, though not identical, to a share owned in a mutual fund
account.

ACCUMULATION  UNIT PRICE. The value of each Accumulation Unit is calculated each
Valuation Period. Analogous, though not identical, to the share price (net asset
value) of a mutual fund.

ACCUMULATION  VALUE. The value of all amounts accumulated under the Policy prior
to the Annuity Date. On the Issue Date, the  Accumulation  Value is equal to the
initial premium,  less any premium tax, plus any interest  credited based on the
Money Market Portfolio value as of the Policy Date.

ANNUITANT.  The person upon whose life  expectancy  the Policy is  written.  The
Annuitant may also be the Owner of the Policy.

ANNUITANT'S  BENEFICIARY.  The  person  to whom any  benefits  are paid upon the
Annuitant's death.

ANNUITY DATE.  The date on which Annuity Payments begin.

ANNUITY INCOME OPTION.  A method of receiving Annuity Payments.

ANNUITY  PAYMENT.  One of a series of payments  paid to the  Annuitant  under an
Annuity Income Option.

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

DEATH BENEFIT.  The greater of the  Accumulation  Value or the premium  payments
made, less withdrawals, or the Guaranteed Minimum Death Benefit, if applicable.

EFFECTIVE  DATE.  The Valuation Date on which premiums are applied to purchase a
Policy.

FIXED ACCOUNT.  A part of AVLIC's  general  account to which all or a portion of
premiums may be allocated for accumulation at fixed rates of interest.

FUNDS.  Fidelity Funds, Alger American Funds, MFS Trust, and Morgan Stanley Fund
are the Funds  available for investment as of the date of this  prospectus.  The
Funds have one or more  Portfolios;  each  Portfolio  corresponds  to one of the
Subaccounts of the Separate Account.

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

NET PREMIUM.  The Premium  Payment less the premium tax (if imposed by the state
in which the Policy is delivered).

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

OWNER.  ("You")  The  person or entity in whose name the Policy is issued (or as
subsequently changed) who has the privileges stated in the Policy, including the
right  to make  allocations  or  change  beneficiaries.  If a  Policy  has  been
absolutely assigned, the assignee is the Owner. A collateral assignee is not the
Owner.

OWNER'S  DESIGNATED  BENEFICIARY.  The  person  designated  by the Owner to whom
Policy ownership passes upon the Owner's death.

POLICY.  The no sales load/no surrender charge variable annuity contract offered
by AVLIC and described in this prospectus.

POLICY DATE.  This date is  determined  on the Issue Date. It is the date within
two days after AVLIC received the application and initial  premium.  The date is
used to determine Policy anniversary dates and Policy Years.

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

PORTFOLIO.  One of the separate investment  Portfolios of the Funds in which the
Separate  Account  invests.  Each  Portfolio  is a  Subaccount  of the  Separate
Account. In this Separate Account,  VIP offers the following  portfolios:  Money
Market,  Equity-Income,  Growth,  High Income and  Overseas  Portfolios.  VIP 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 

                                    ACCLAIM!
                                        3
<PAGE>
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. In this prospectus,  Portfolio will also be used to
refer to the Subaccount that invests in the corresponding Portfolio.

PREMIUM  PAYMENT.  An  amount  paid to  purchase  a Policy  or to  increase  the
investment in the Policy.

QUALIFIED  POLICIES.  Policies owned inside certain  qualified  plans as defined
under the Internal  Revenue Code of 1986, as amended,  such as IRAs and Pension
Trusts.

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

SEPARATE  ACCOUNT.  Ameritas  Variable Life Insurance  Company  Separate Account
VA-2, an account  established by AVLIC to receive and invest premiums paid under
the  Policy.  Assets in the  Separate  Account are  segregated  from the general
assets of AVLIC.

SUBACCOUNT.  A subdivision of the Separate  Account which invests in shares of a
specified Portfolio of the Funds.

VALUATION  DATE.  Each day that the New York Stock  Exchange  (NYSE) is open for
trading.

VALUATION PERIOD. The period between two successive Valuation Dates,  commencing
at the close of  trading  on the NYSE on one  Valuation  Date and  ending at the
close of trading on the next Valuation Date.

                                    

                                    FEE TABLE
                                    ---------

The  following  illustrates  the  expenses  you will  bear as  Owner,  excluding
possible  state  premium  taxes.  For a complete  discussion  of  expenses,  see
"Charges and Deductions" and the Funds' prospectuses.

     OWNER TRANSACTION EXPENSES
          Sales Load Imposed................................................None
          Surrender Charge..................................................None
          Withdrawal Charge.................................................None
          Transfer Fee (after 15 free transfers per Policy year).............$10

     ANNUAL POLICY FEE (maximum of $40, currently $36, may be 
     reduced or eliminated)..................................................$36

     SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
          Mortality and Expense Risk Fees (M&E)........................... 1.25%
          Daily Administrative Fee (as a percentage of average 
          account value).................................................. 0.15%
          Total Separate Account Annual Expenses.......................... 1.40%


FUND EXPENSE SUMMARY

Fee  information  relating to the underlying  Funds was provided to AVLIC by the
underlying  Funds.  AVLIC has not independently  verified such information.  The
amount of expenses  borne by each  portfolio for the fiscal year ended  December
31, 1997, was as follows:

                                    ACCLAIM!
                                        4
<PAGE>

<TABLE>
<CAPTION>
PORTFOLIO                         INVESTMENT ADVISORY AND              OTHER EXPENSES                  TOTAL
                                         MANAGEMENT
                               FIGURES PRESENTED MAY REFLECT     FIGURES PRESENTED MAY REFLECT    FIGURES PRESENTED
                                   EXPENSE REIMBURSEMENT         EXPENSE REIMBURSEMENT            MAY REFLECT EXPENSE
                                                                                                  REIMBURSEMENT

FIDELITY
<S>                                       <C>                            <C>                             <C>    
VIP Money Market                           .21%                           .10%                            .31%    
VIP Equity-Income                          .50%                           .07%                            .57%(1)
VIP Growth                                 .60%                           .07%                            .67%(1)
VIP High Income                            .59%                           .12%                            .71%
VIP Overseas                               .75%                           .15%                            .90%(1)
VIP II Asset Manager                       .55%                           .09%                            .64%(1)
VIP II Investment Grade Bond               .44%                           .14%                            .58%
VIP II Asset Manager:  Growth              .60%                           .16%                            .76%(1)
VIP II Index 500                           .24%                           .04%                            .28%(2)
VIP II Contrafund                          .60%                           .08%                            .68%(1)

ALGER AMERICAN (3)
Growth                                     .75%                           .04%                            .79%
Income and Growth                         .625%                          .115%                            .74%    
Small Capitalization                       .85%                           .04%                            .89%    
Balanced                                   .75%                           .26%                           1.01%     
MidCap Growth                              .80%                           .04%                            .84%
Leveraged AllCap                           .85%                           .15%                           1.00%     

MFS
Emerging Growth                            .75%                           .12%(4)                         .87%(5)
Utilities                                  .75%                           .25%(4)                        1.00%(5)
World Governments                          .75%                           .25%(4)                        1.00%(5)
Research                                   .75%                           .13%(4)                         .88%(5)
Growth With Income                         .75%                           .25%(4)                        1.00%(5)
  
MORGAN STANLEY
Emerging Markets Equity(6)                   0%                          1.75%                           1.75%
Global Equity(7)                             0%                          1.15%                           1.15%
International Magnum(7)                      0%                          1.15%                           1.15%
Asian Equity(7)                              0%                          1.20%                           1.20%
U.S. Real Estate(7)                          0%                          1.10%                           1.10%
</TABLE>


(1)      A portion of the brokerage  commissions that certain funds pay was used
         to reduce funds expenses. In addition,  certain funds have entered into
         arrangements  with their custodian and transfer agent whereby  interest
         earned on  uninvested  cash  balances was used to reduce  custodian and
         transfer agent expenses.  Without these reductions, the total operating
         expenses  presented in the table would have been .58% for Equity-Income
         Portfolio, .69% for Growth Portfolio, .92% for Overseas Portfolio, .65%
         for Asset Manager Portfolio,  .71% for Contrafund  Portfolio,  and .77%
         for Asset Manager: 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 .27%,
         .13% and .40% respectively, on an annualized basis.

(3)      Fred  Alger  Management,   Inc.  ("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 .04%
         of interest expense.

(4)      MFS  has  agreed  to  bear   expenses  for  each  series,   subject  to
         reimbursement  by each series,  such that each series "Other  Expenses"
         shall not  exceed  .25% of the  average  daily net assets of the series
         during the current fiscal year. Absent this expense arrangement, "Other
         Expenses" and "Total"  expenses would be .45% and 1.20%,  respectively,
         for the Utilities Series; .40% and 1.15%,  respectively,  for the World
         Governments  Series; and .35% and 1.10%,  respectively,  for the Growth
         With Income Series.

                                    ACCLAIM!
                                        5
<PAGE>

(5)      Each series has an expense offset arrangement which reduces the series'
         custodian  fee based upon the amount of cash  maintained  by the series
         with its custodian and dividend  disbursing  agent,  and may enter into
         other such  arrangements  and directed  brokerage  arrangements  (which
         would also have the effect of reducing the series' expenses).  Any such
         fee reductions are not reflected under "Other Expenses."

(6)      For the fiscal  year ended  December  31,  1997  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%, 2.87% and 4.12%, respectively.

(7)      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 as  follows  based on the  annualized
         period January 2, 1997 through  December 31, 1997 for Global Equity and
         International Magnum portfolios.  The U.S. Real Estate and Asian Equity
         portfolios  were based on the  annualized  period March 3, 1997 through
         December 31, 1997. Global Equity: .80%; 1.63%; and 2.43%. International
         Magnum:.80%; 1.98%; and 2.78%. U.S. Real Estate:.80%; 1.52%; and 2.32%.
         Asian Equity: .80%; 2.30%; and 3.10%.

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

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

     EXAMPLE:  The following example illustrates expenses you would incur at the
     end of a one and three  year  period on a  hypothetical  $1,000  allocation
     to  each  Portfolio  assuming a  5% annual  return.  The  example  reflects
     expenses of  the Separate  Account and  the Portfolio, but does not reflect
     premium taxes which may apply. The information  presented  applies  whether
     or  not  the  Policy  is  (1)  surrendered;  (2)  annuitized;  or  (3)  not
     surrendered or annuitized.

                                         1 YEAR        3 YEARS

     Fidelity
       VIP Money Market                         $17            $53
       VIP Equity Income                        $20            $61
       VIP Growth                               $21            $64
       VIP High Income                          $21            $65
       VIP Overseas                             $23            $71
       VIP II Asset Manager                     $20            $63
       VIP II Investment Grade Bond             $20            $61
       VIP II Asset Manager: Growth             $22            $67
       VIP II Index 500                         $17            $52
       VIP II Contrafund                        $21            $64
     Alger American Growth                      $22            $68
     Alger American Income and Growth           $21            $66
     Alger American Small-Cap                   $23            $71
     Alger American Balanced                    $24            $74
     Alger American MidCap                      $22            $69
     Alger American Leveraged AllCap            $24            $74
     MFS Emerging Growth                        $23            $70
     MFS Utilities                              $24            $74
     MFS World Governments                      $24            $74
     MFS Research                               $23            $70
     MFS Growth With Income                     $24            $74
     Morgan Stanley Emerging Markets Equity     $32            $96
     Morgan Stanley Global Equity               $26            $78
     Morgan Stanley International Magnum        $26            $78
     Morgan Stanley Asian Equity                $26            $80
     Morgan Stanley U.S. Real Estate            $25            $77

     The examples assume an average $60,000 annuity  investment.  These examples
     should not be considered  a  representation  of  past  or  future expenses,
     performance or  return. Actual  expenses  and/or  returns may be greater or
     less than those shown.

                                   ACCLAIM!
                                       6
<PAGE>

                         CONDENSED FINANCIAL INFORMATION
                         -------------------------------

The  financial  statements  for  AVLIC  and Separate  Account VA-2  (as  well as
auditors' reports thereon) are in the Statement of Additional  Information.  The
Separate  Account  also funds  variable  annuity  contracts  not offered by this
prospectus  which have unit values not  applicable to the  contracts  offered by
this prospectus.

                                PERFORMANCE DATA
                                ----------------

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

                                   YEAR 2000
                                   ---------

Like  other  insurance  companies  and their  separate  accounts,  AVLIC and the
Separate  Account could be adversely  affected if the computer systems they rely
upon do not properly  process  date-related  information  and data involving the
years 2000 and after. AVLIC has taken steps it believes are reasonable to timely
address this issue in its own computer system, and to obtain assurances that its
major service  providers are taking  comparable  steps.  At this time,  however,
there can be no  assurance  that  these  steps will be  sufficient  to avoid any
adverse impact on AVLIC and the Separate Account.

                    AVLIC, THE SEPARATE ACCOUNT AND THE FUNDS
                    -----------------------------------------

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  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 5900 "O"  Street,  P.O.  Box  82550,  Lincoln,
Nebraska 68501.  Owner Inquiries can be sent to this address,  or may be made by
calling  1-800-745-1112.  All inquiries should include the Policy number and the
Owner's name.

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, 1997 of over
$3.4 billion. AmerUs Life had total assets as of December 31, 1997 of over $10.3
billion.

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

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

AVLIC may publish in advertisements  and reports to the Owners,  the ratings and
other information  assigned it by one or more independent  rating services.  The
purpose of the ratings is to reflect the financial strength and/or claims-paying
ability of AVLIC.  The ratings do not relate to the  performance of the separate
account.  Further,  AVLIC may publish  charts and other  information  concerning
asset allocation, dollar cost averaging, portfolio rebalancing,  earnings sweep,
diversification,  tax deference,  long term market trends, 

                                    ACCLAIM!
                                        7
<PAGE>
index  performance  and other  investment  methods and programs.  AVLIC may also
publish information  concerning the objectives,  policies, and risk level of the
Portfolios.

THE SEPARATE ACCOUNT

Ameritas  Variable  Life  Insurance  Company  Separate  Account VA-2  ("Separate
Account")  was  established  under  Nebraska  law on May 28, 1987 to receive and
invest premiums paid under the Policy.  Assets of the Separate  Account are held
separately  from  all  other  assets  of  AVLIC  and  are  not  chargeable  with
liabilities from any other business AVLIC may conduct.  Income, gains, or losses
of the Separate Account are credited  without regard to other income,  gains, or
losses of AVLIC.

The Separate Account purchases and redeems shares from the Portfolios at the net
asset value.  Shares are redeemed for AVLIC to pay  withdrawals  and surrenders,
collect  charges,  and transfer assets from one Portfolio to another,  or to the
Fixed  Account,  as  requested  by the  Owner.  Any  dividend  or  capital  gain
distribution   received  is  automatically   reinvested  in  the   corresponding
Subaccount.

All obligations  arising under the Policies are liabilities of AVLIC. AVLIC will
always keep assets in the  Separate  Account  with a total market value at least
equal to the reserve and other contract  liabilities of the Separate Account. To
the extent that assets in the Separate Account exceed AVLIC's liabilities in the
Separate  Account,  AVLIC may withdraw  excess assets to cover  general  account
obligations.

The Separate  Account is a unit investment  trust registered with the Securities
and Exchange  Commission ("SEC") under the Investment Company Act of 1940 ("1940
Act").  Such registration does not involve any SEC supervision of the management
or investment practices or policies of the Separate Account.

THE FUNDS

Each  Fund is  registered  with the SEC  under  the  1940  Act as an  open-ended
diversified  management  investment  company  or a  series  thereof.  There  are
currently 26 Subaccounts  within the Separate Account,  each investing only in a
corresponding Portfolio of the Funds.

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,
and the income or losses of one Portfolio generally do not affect the investment
performance of any other Portfolio.

There is no assurance that any Portfolio will achieve its investment objectives.
More  detailed  information,   including  a  description  of  investment  risks,
investment advisory services,  total expenses and charges is in the prospectuses
of the  Funds,  which are  available  without  charge by  calling  AVLIC.  These
prospectuses  should be read in conjunction  with this  Prospectus and retained.
All underlying Fund information,  including Fund prospectuses, has been provided
to AVLIC by the Funds. AVLIC has not independently verified this information.

You should periodically reconsider your allocation among the Portfolios in light
of current market  conditions and the investment risks attendant to investing in
the Portfolios.

The Separate 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 accumulation values, partial withdrawals, and make policy loans
or to transfer  assets among  Investment  Options as  requested  by Owners.  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.

The Funds may be made available for variable  annuity or variable life insurance
contracts  of  various  insurance  companies.   Though  unlikely,   there  is  a
possibility  that a material  conflict  could arise between the interests of the
Separate  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  separate  accounts  from the Funds,  to resolve  the  matter.  See the
prospectuses of the Funds for more information.

The eligible Portfolios of the Funds, along with their investment advisers;  are
listed in the following table:
<TABLE>
<CAPTION>

     FUND                             INVESTMENT ADVISERS                      ELIGIBLE PORTFOLIOS
     ----                             -------------------                      -------------------
<S>                                 <C>                                        <C>    
Fidelity Funds                      Fidelity Management and                    VIP Money Market 
                                    Research Company                           VIP Equity-Income
                                                                               VIP Growth
                                                                               VIP High Income
                                                                               VIP Overseas
                                                                               VIP II Asset Manager
                                                                               VIP II Investment Grade Bond
                                                                               VIP II Asset Manager: Growth
                                                                               VIP II Index 500
                                                                               VIP II Contrafund
</TABLE>

                                    ACCLAIM!
                                       8
<PAGE>
<TABLE>
<CAPTION>

 FUND                             INVESTMENT ADVISERS                      ELIGIBLE PORTFOLIOS
 ----                             -------------------                      -------------------
<S>                                 <C>                                        <C>    
Alger American Fund                 Fred Alger Management, Inc.                Alger American Growth
                                                                               Alger American  Income and Growth
                                                                               Alger American Small Capitalization
                                                                               Alger American Balanced
                                                                               Alger American MidCap Growth
                                                                               Alger American Leveraged AllCap

MFS Trust                           Massachusetts Financial Services           Emerging Growth
                                    Company                                    Utilities
                                                                               World Governments
                                                                               Research
                                                                               Growth With Income

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

                                THE FIXED ACCOUNT
                                -----------------

You may allocate all or a portion of your Premium Payments and make transfers to
the Fixed  Account.  Amounts in the Fixed  Account earn a fixed rate of interest
guaranteed by AVLIC never to be less than 3%.

Amounts  allocated  to the Fixed  Account  receive  an  interest  rate  declared
effective for the month of issue.  The declared  interest rate is guaranteed for
the remainder of the Policy Year. During subsequent Policy Years, all amounts in
the Fixed  Account will earn the interest rate that was declared in the month of
the last Policy anniversary. Declared interest rates may be lower or higher than
the previous period.

Amounts  allocated to the Fixed Account or transferred 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  interest rate described  above 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 nor is the
General Account registered as an investment company under the Investment Company
Act of 1940. 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 Securities and Exchange  Commission 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.

                                 POLICY FEATURES
                                 ---------------

The  Policy is a  variable  annuity  contract  issued by AVLIC.  The  rights and
benefits  of the  Policy  are  described  below and in the  Policy.  The  Policy
controls the rights and benefits you have.  AVLIC reserves the right to make any
modification  to  conform  the  Policy  to, or to give you the  benefit  of, any
changes  in  the  law.  If  necessary,   AVLIC  will  provide   notice  of  such
modifications  to, and  receive  approval  from,  the  Securities  and  Exchange
Commission  and/or  state  insurance  authorities.  You will be  notified of any
material modification to the Policy.

CONTROL OF THE POLICY

The  Owner  is the  person  or  entity  named as such in the  application  or in
subsequent written changes shown in AVLIC's records. While living, the Owner has
the sole right to receive all benefits  and  exercise all rights  granted by the
Policy or AVLIC.  The Owner may name both primary and contingent  beneficiaries.
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.

                                    ACCLAIM!
                                        9
<PAGE>

POLICY PURCHASE AND PREMIUM PAYMENT

Individuals wishing to purchase a Policy should send a complete  application and
an initial  premium to AVLIC's  Home Office  (5900 "O" Street,  P.O.  Box 82550,
Lincoln,  NE 68501).  Your initial  premium must be equal to or greater than the
minimum  $25,000  requirement.  The named  Annuitant  must be 85 years of age or
less.   Acceptance  is  subject  to  AVLIC's  underwriting  rules  and  complete
application. AVLIC reserves the right to reject any application.

If the  application  and  initial  Premium  Payment  can be accepted in the form
received,  the initial premium will be applied to purchase the Policy within two
business  days from the date the  premium  was  received.  The date the  initial
premium is applied to purchase the Policy is the Effective Date.

If an  incomplete  application  is  received,  we  will  request  the  necessary
information  to  complete  the  application.  If after five  business  days from
receipt of the initial  premium,  the application  remains  incomplete,  we will
return  the  initial  premium  unless we obtain  your  permission  to retain the
premium pending completion of the application.  Once the application is complete
and we have received the initial premium, the premium will be applied within two
business days.

Additional  Premium  Payments may be made at any time prior to the Annuity Date,
as long as the  Annuitant  is living.  Additional  payments  must be made for at
least $1,000, however, smaller amounts may be accepted if made by automatic bank
draft or at  AVLIC's  discretion.  Any  additional  premium is  credited  to the
Accumulation  Value as of the date of  receipt  or the  next  Valuation  Date if
received on a day when the NYSE is not open for trading.

Total  premiums  may not exceed  $1,000,000  for  either a single  Policy or for
multiple AVLIC annuity Policies having the same Annuitant without prior approval
from AVLIC.

ALLOCATION OF PREMIUM

You may  allocate  premium  to one or more of the  Portfolios  and to the  Fixed
Account. Allocations must be whole number percentages and must total 100%.

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

The  Accumulation  Value is  allocated on the Issue Date of the Policy to one or
more  Subaccounts  of  the  Separate  Account  or  to  the  Fixed  Account.  The
Accumulation  Value  will  be  used  to  purchase   accumulation  units  of  the
Subaccounts  of the  Separate  Account  or the Fixed  Account  at the price next
computed on the Issue Date.

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

The  Accumulation  Value will vary with the  performance  of the  portfolios you
select.  Results  for the  portfolios  are not  guaranteed.  The Owner bears the
entire  investment risk for the portion of the  Accumulation  Value allocated to
the Portfolios.  This will affect the Policy's  Accumulation  Value which on the
Annuity  Date  affects  the  level  of  annuity  payments  payable.  You  should
periodically  review  your  allocation  in light of market  conditions  and your
financial objectives.

ACCUMULATION VALUE

On the  Effective  Date,  the  Accumulation  Value of the Policy is equal to the
initial premium received,  less any applicable  premium taxes, plus any interest
credited  based on the  Money  Market  Portfolio  value as of the  Policy  Date.
Thereafter,  the  Accumulation  Value is  determined on each  Valuation  Date by
multiplying the number of  Accumulation  Units of each Subaccount by the current
Accumulation Unit Price for that Subaccount and by adding each together with the
amount in the Fixed Account.  The number of  Accumulation  Units credited to the
Policy is  decreased  by any annual  policy  fee,  any  withdrawals,  and,  upon
annuitization, any applicable premium taxes.

When a portion of the Accumulation Value is allocated to a Portfolio,  a certain
number  of  Accumulation  Units  are  credited  to your  Policy.  The  number of
Accumulation  Units is determined by dividing the dollar amount allocated to the
Portfolio by the Accumulation Unit Price for that Portfolio as of the end of the
Valuation Period in which the allocation is made.

The Accumulation Units of each Portfolio are valued separately. The Accumulation
Unit  Price may vary  each  Valuation  Period  according  to the net  investment
performance  of the  Portfolio,  the daily  charges  under the Policy,  and, any
applicable tax charges.

Therefore, the Accumulation Value of your Policy will vary from Valuation Period
to  Valuation  Period,  reflecting  the  investment  experience  of the selected
Portfolios of the Funds,  the interest  earned in the Fixed Account,  additional
Premium Payments, withdrawals and the deduction of any charges.

                                    ACCLAIM!
                                       10
<PAGE>

TRANSFERS AMONG PORTFOLIOS AND THE FIXED ACCOUNT

You may make transfers  among the  Portfolios  and/or the Fixed Account 15 times
each Policy Year  without  charge.  A transfer  charge of $10 may be imposed for
each  additional  transfer.  This  charge  will be  deducted  pro rata from each
Subaccount  (and, if applicable,  the Fixed Account) in which the Policyowner is
invested.  Each transfer must be at least $250, or the balance of the Portfolio,
if less.  You may make  unlimited  transfers  from the  Portfolios  to the Fixed
Account. During the 30 day period following the Policy anniversary date, you may
also transfer from the Fixed Account to the various Portfolios amounts up to the
greater of: 25% of the  Accumulation  Value of the Fixed Account;  the amount of
any transfer from the Fixed Account during the prior thirteen months; or $1,000.
This  provision  is not  available  while dollar cost  averaging  from the Fixed
Account.  The minimum amount that may remain in a Portfolio or the Fixed Account
after a transfer is $100.

You may  initiate  transactions  by  telephone.  AVLIC  will  employ  reasonable
procedures to confirm that telephone  instructions are genuine. AVLIC procedures
for  transactions  initiated  by  telephone  include,  but are not  limited  to,
requiring the Owner to provide the policy number at the time of giving  transfer
instructions;  tape recording of all telephone  transfer  instructions;  and the
provision,  by AVLIC,  of written  confirmation  of the telephone  transactions.
AVLIC  will  effect  transfers  and  determine  all  values in  connection  with
transfers at the end of the Valuation  Period during which the transfer  request
is received at the Home Office.

Transfers may be subject to additional  limitations by the Funds.  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.

SYSTEMATIC PROGRAMS

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

   PORTFOLIO  REBALANCING.   Portfolio  rebalancing  is  a  method  to  maintain
   your original allocation proportions among Portfolios.  Under  this  program,
   the  Owner can  instruct AVLIC to reallocate  Accumulation  Value  among  the
   Portfolios, on a systematic basis, in accordance with allocation instructions
   specified by the Owner. The Fixed Account can not be used in this program.

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

   EARNINGS  SWEEP.  Permits  systematic   redistribution   of  earnings   among
   portfolios. The Fixed Account may be used in this program.

The Owner can request  participation in the available  systematic  programs when
purchasing  the Policy or at a later date.  The Owner can change the  allocation
percentage or discontinue  any program by sending  written notice or calling the
Home Office. Other scheduled programs may be made available.  AVLIC reserves the
right to  modify,  suspend  or  terminate  such  programs  at any  time.  Use of
Systematic Programs may not be advantageous, and does not guarantee success.

WITHDRAWALS AND SURRENDERS

Any time prior to the Annuity Date and while the Annuitant is still living,  you
may make  withdrawals  or  surrender  the Policy to  receive  part or all of the
Accumulation Value. You may request withdrawals or surrenders on a form approved
by AVLIC.  No  withdrawal or surrender may be made after the Annuity Date except
as permitted under a particular Annuity Income Option.

The amount available for withdrawal is the Accumulation  Value at the end of the
Valuation  Period during which the written  request for  withdrawal is received,
less any applicable premium taxes and in the case of a surrender,  also less the
annual  policy  fee that would be due on the last  Valuation  Date of the Policy
Year.

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.  The minimum
withdrawal  amount  is $250.  Any  withdrawal  request  that  would  reduce  the
Accumulation  Value to less than $1,000 will be  considered a request for policy
surrender.

Since the Owner assumes the investment risk with respect to amounts allocated to
the Separate  Account,  the total amount paid upon  withdrawal  under the Policy
(taking into account any prior  withdrawals)  may be more or less than the total
Premium  Payments  made.  The  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".)

                                    ACCLAIM!
                                       11
<PAGE>

Your proceeds  will be paid within seven days of receipt of written  request for
withdrawal or surrender, subject to postponement in certain circumstances.  (See
"Deferment of Payment".) Payments under the Policy of any amounts derived from a
premium  paid by check may be delayed  until the check has  cleared  the payor's
bank.

If, at the time the Owner makes a 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 the  withdrawal and
remit that amount to the federal government. Moreover, the Internal Revenue Code
provides  that a 10%  penalty tax may be imposed on certain  early  withdrawals.
(See "Federal Tax Matters.")

SYSTEMATIC WITHDRAWALS.  A systematic withdrawal option is available.  Automatic
withdrawals may be taken on a monthly, quarterly, semi-annual or annual mode.

FREE LOOK PRIVILEGE

A free look period is given to examine a Policy and return it for a refund.  The
Owner may cancel the Policy within 10 days after  receipt of the Policy,  unless
state law requires a longer  period of time.  In states that permit it to do so,
AVLIC will refund the  Accumulation  Value calculated on the date AVLIC receives
the policy and refund  request.  The amount may be more or less than the premium
payments  made.  In other  states,  the  refund is equal to the  greater  of the
premiums  paid or the  premiums  adjusted  by  investment  gains or losses.  All
Individual  Retirement Annuity or custodial IRA annuity refunds will be a return
of premium  payment.  To cancel the Policy,  the Owner  should  return it to the
selling agent, or 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
                             ----------------------

There is no sales load, no withdrawal charge, and no surrender charge.

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; and (2) assuming certain risks in connection with the Policy. The nature
and amount of these charges are described more fully below.

No deductions  are made from the Premium  Payments  before they are allocated to
the  Separate  Account or Fixed  Account,  unless taxes are imposed by state law
upon the  receipt  of a Premium  Payment.  In that case  AVLIC  will  deduct the
premium tax due when the premiums are received.

ADMINISTRATIVE CHARGES

ANNUAL  POLICY FEE. An annual policy fee of up to $40.00  (currently  $36.00) is
deducted from the  Accumulation  Value on the last Valuation Date of each Policy
Year  or  upon a  surrender.  This  charge  reimburses  AVLIC  for  part  of the
administrative costs of maintaining the Policy on AVLIC's system and the cost of
reporting  to Owners.  AVLIC  currently  waives this charge if the  accumulation
value of your policy is at least $50,000.

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

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

ADMINISTRATIVE  FEE.  AVLIC imposes a charge to reimburse it for  administrative
expenses in connection  with issuing,  servicing,  and maintaining the Policies.
These  expenses  include  the cost of  processing  the  application  and premium
payments,   establishing   policy   records,   processing  and  servicing  owner
transactions and policy changes,  recordkeeping,  preparing and mailing reports,
processing  death benefit claims and overhead.  The charge is assessed daily and
is equal to an  annual  rate of .15% of the  average  daily  net  assets  of the
Separate   Account.   This  charge  is  guaranteed  not  to  be  increased.   No
administrative fee is imposed on the Fixed Account.

AVLIC does not expect to make a profit on the charges for the annual  policy and
daily administrative fees.

TRANSFER  CHARGE.   Transfer  charges  may  be  levied.  (See  "Transfers  Among
Portfolios and the Fixed Account.")

MORTALITY AND EXPENSE RISK CHARGE

AVLIC imposes a charge as compensation for bearing certain mortality and expense
(M&E) risks under the Policies.  The charge is assessed daily and is equal to an
annual  rate of 1.25% of the  value  of the  average  daily  net  assets  of the
Separate Account.  AVLIC  

                                    ACCLAIM!
                                       12

<PAGE>
guarantees  that  this  charge  will  never  exceed  1.25%.  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 M&E charge is imposed on the Fixed Account.

The mortality risk borne by AVLIC, 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  affect on the  monthly  annuity
payments the Annuitant  will receive.  It therefore  relieves the Annuitant from
the risk of outliving the funds accumulated for retirement.

In addition, AVLIC bears a mortality risk under the Policies,  regardless of the
Annuity Income Option selected, in that it guarantees the purchase rates for the
Annuity Income  Options  available  under the Policy and it guarantees  that the
death benefit payable upon death of the Annuitant prior to the Annuity Date will
be the greater of the Accumulation Value or the Premium Payments made.

The expense risk undertaken by AVLIC, with respect to the Separate  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
administration services.

If the annual policy fee and daily  administrative fee are insufficient to cover
the  administration  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.

TAX CHARGES

The Owner will pay  premium  taxes that  currently  range from 0% to 3.5% of the
premium  paid,  where  such taxes are  imposed  by the state law of the  Owner's
residence. States impose premium taxes either upon receipt, by the company, of a
premium payment,  or upon  annuitization  or withdrawals.  AVLIC will charge and
deduct  premium  taxes as  required  by  state  law and in  accordance  with any
applicable company election. Applicable premium tax rates are subject to change.
The Owner will be notified of any applicable  premium taxes. You 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 does not currently make a charge for these other
taxes. If they increase,  however, AVLIC may charge for such taxes. Such charges
would be deducted from the Accumulation 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.  Based upon these  expectations,  no charge is being made currently to
the  Separate   Account  for  corporate   federal  income  taxes  which  may  be
attributable  to the  Separate  Account.  AVLIC  will  periodically  review  the
question of a charge to the Separate Account for corporate  federal income taxes
related to the Separate  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 we
currently  believe 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 Price would be correspondingly
adjusted. See "Federal Tax Matters".

FUND INVESTMENT ADVISORY FEES AND EXPENSES

The value of the assets in the Separate Account will reflect investment advisory
fees and other  expenses  incurred by the Funds.  Fund expenses are found in the
Funds' prospectuses, and Statements of Additional Information.

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

                                 ANNUITY PERIOD
                                 --------------

ANNUITY DATE

The Annuity  Date is the date that  Annuity  Payments  are  scheduled  to begin,
unless the Policy has been  surrendered  or the  Annuitant  is  deceased  and an
amount has been paid as proceeds  prior to that date.  The Annuity  Date will be
the later of the fifth Policy  anniversary date or the Policy  anniversary which
is nearest the  Annuitant's  85th  birthday.  However,  the Owner may specify an
Annuity  Date at the time of  purchase  which may be  extended  up to the Policy
anniversary  nearest the Annuitant's 95th birthday,  and may be extended further
with prior Home Office approval.

An Annuity Date may only be changed by written  request  during the  Annuitant's
lifetime.  Written  request to change the  Annuity  Date must be received at the
AVLIC Home Office at least 30 days before the currently  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.


                                    ACCLAIM!
                                       13

<PAGE>

ANNUITY INCOME OPTIONS

If the  Annuitant  is living  on the  Annuity  Date and the  Policy is in force,
Annuity  Payments  will be made to the  Annuitant  according to the terms of the
Policy and the Annuity Income Option selected.

The amounts of any Annuity  Payments  payable will be based on the  Accumulation
Value as of the Annuity Date less any premium taxes, if applicable.  Thereafter,
the monthly  Annuity  Payment will not change,  except in the event the Interest
Payment Option is elected, in which case the payment will vary based on the rate
of interest  determined by AVLIC. All or part of the  Accumulation  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
Accumulation 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 as a Life
Annuity as shown  below.  Subject to AVLIC's  approval,  the Owner (or after the
Annuitant's  death,  the Annuitant's  Beneficiary)  may select any other Annuity
Income Option AVLIC then offers.  Annuity  Income  Options are not available to:
(1) an  assignee;  or (2) any other than a natural  person  except with  AVLIC's
consent.

If an Annuity Income Option  selected does not generate  monthly  payments of at
least $100, AVLIC reserves the right to pay the Accumulation Value as a lump sum
payment or to change the frequency.  If an Annuity Income Option is chosen which
depends on the continuation of life of the 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 may be greater.  For Annuity
Income Options that do not involve life income, the length of the payment period
may affect the amount of each payment:  the shorter the period,  the greater the
amount of each Annuity Payment.

The following Annuity Income Options are currently available:

    INTEREST PAYMENT.  AVLIC will hold any amount applied under this option  and
    pay or credit interest on the unpaid balance each month at a rate determined
    by AVLIC.

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

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

    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.

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

The rate of interest  payable  under the  Interest  Payment,  Designated  Amount
Annuity or Designated  Period  Annuity  Options will be guaranteed to be no less
than 3% compounded  yearly.  Payments  under the Life Annuity and Joint and Last
Survivor Annuity Options will be based on the 1983 Table "a" Individual  Annuity
Table,  projected for  seventeen  years,  at 3% interest.  AVLIC may, at 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 the Interest  Payment,  Designated  Amount  Annuity,  and
Designated  Period Annuity  Options to either the Life Annuity or Joint and Last
Survivor Annuity Option after the Annuity Date.  However,  there is no guarantee
that  AVLIC  will  continue  this  practice  which can be changed at any time at
AVLIC's discretion.

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

INTRODUCTION

The following discussion is general in nature and is not intended as tax advice.
It 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. You should consult a competent tax adviser before purchasing a
policy.  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 "Tax Charges".)

                                    ACCLAIM!
                                       14

<PAGE>

TAXATION OF ANNUITIES IN GENERAL

NONQUALIFIED  POLICIES.  Section  72 of the  Internal  Revenue  Code (the  Code)
governs taxation of annuities.  In general,  the Owner is not taxed on increases
in the value of a Policy  until  some  form of  distribution  is made  under the
Policy.  The exception to this rule is the treatment afforded to Owners that are
not  natural  persons.  Generally,  an Owner that is not a natural  person  must
include  in income any  increase  in 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. A transfer of ownership of the Policy without
full and adequate consideration will also be treated as a distribution under the
Internal  Revenue  Code,  unless the  transfer  falls  within an  exception  for
transfers  between  spouses.  Generally,  in the  case of a  withdrawal  under a
Nonqualified Policy,  amounts received which are allocable to "investment in the
policy"  made after August 13, 1982 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.
If a withdrawal is allocable to  "investment in the policy" made prior to August
14, 1982, it is taxed under the "cost  recovery  rule" so that  withdrawals  are
treated as a recovery of  "investment  in the policy" until such  investment has
been fully  recovered.  Thereafter,  withdrawals  are fully  taxable as ordinary
income. Where a policy contains "investment in the policy" both before and after
the above referenced dates, special ordering rules apply.

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 from 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,  (3) received in  substantially  equal payments as a
life annuity subject to Internal Revenue Service requirements, including special
"recapture" rules, or (4) which are allocable to "investment in the policy" made
prior to August 14, 1982.

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 (reduced by any amounts previously received under
the policy which were excluded from gross income),  and may be zero. In general,
for allowed  withdrawals from qualified policies other than Roth IRAs, 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 with annuity starting dates on
or before November 18, 1996 is generally determined under rules similar to those
applicable to annuity  distributions from Nonqualified  Policies.  However,  for
annuity payments with annuity starting dates after November 18, 1996, annuitants
must use a simplified  method for  determining  the tax-free  portion of annuity
payments  by  dividing  "investment  in the  policy"  by the  number of  annuity
payments  set by tables in the  Internal  Revenue  Code  based on the age of the
primary  annuitant.  This method does not apply if the  annuitant is over age 75
and there are 5 or more years of guaranteed payments. Also, for annuity payments
based on the lives of more than one  individual  and that have annuity  starting
dates after December 31, 1997,  annuitants must use the simplified  method based
on the combined ages of both individuals when calculating the excludable portion
of  annuities  based  on the  separate  tables  set  forth  in the Code for that
purpose.  In the case of an annuity  that does not depend in whole or in part on
the life expectancy of one or more individuals,  the expected number of payments
is the number of monthly annuity  payments under the policy.  Special  favorable
tax  treatment may be available for certain  distributions  (including  lump sum
distributions  from  plans  other than IRAs made in tax years  beginning  before
January 1, 2000). Adverse tax consequences may result from excess contributions,
distributions  made  prior  to age  59  1/2  (subject  to  certain  exceptions),
distributions  that  do  not  conform  to  specified  commencement  and  minimum
distribution rules, and in certain other circumstances.

Roth IRA  contributions  are not deductible and may be limited depending on your
adjusted gross income. Withdrawals of earnings from Roth IRAs may be tax free if
certain  requirements  are  met.  If  earnings  withdrawals  do not  meet  those
requirements,  they will be considered to be made first from  contributions  and
then from earnings. The earnings will be subject to income tax and an additional
10% penalty tax (or 20% under  legislation  pending before  Congress) may apply.
Conversions   from   existing  IRAs  to  Roth  IRAs  are  permitted  if  certain
requirements are met,  however,  converted  amounts not previously taxed will be
subject to income tax in the year of conversion  (for 1998 only,  the conversion
amount  will be taxed on a pro rata  basis  over 4 years,  beginning  in  1998).
Legislation  pending before Congress may significantly  impact the tax treatment
of contributions to, conversions to, and distributions from Roth IRAs.

                                    ACCLAIM!
                                       15

<PAGE>

Distributions  from  qualified  plans are  subject to specific  tax  withholding
rules. "Eligible rollover  distributions" from a qualified plan (other than IRAs
of any type and Section 457 plans) are  subject to income tax  withholding  at a
rate of 20% unless the Owner elects to have the  distribution  paid  directly by
AVLIC  to an  eligible  retirement  plan  (another  plan of the  same  type or a
rollover  IRA) 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.  However,  Section 457 nonqualified
deferred compensation plan distributions are generally subject to withholding as
wages and are not eligible for rollover to an IRA.

                               GENERAL PROVISIONS
                               ------------------

ANNUITANT'S BENEFICIARY

The Annuitant's  Beneficiary(ies) receives the death benefit proceeds upon death
of the  Annuitant.  The Owner may name both primary and  contingent  Annuitant's
Beneficiaries.  The Annuitant's  Beneficiary(ies) is named in the application or
as subsequently changed and recorded in AVLIC's records.

Multiple  beneficiaries  may be  named;  however,  unless  otherwise  indicated,
payments are made equally to those primary  beneficiaries who are alive upon the
death of the Annuitant. Contingent beneficiaries are only eligible if no primary
beneficiary  is alive at the time  proceeds are payable.  If none  survive,  the
final beneficiary will be the Owner or the Owner's estate.

The Owner may change the Annuitant's  Beneficiary by written request on a Change
of Beneficiary form at any time during the Annuitant's  lifetime.  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.

DEATH OF ANNUITANT

If the  Annuitant  dies prior to the  Annuity  Date,  an amount  will be paid as
proceeds  to the  Annuitant's  Beneficiary.  The Death  Benefit is payable  upon
receipt of  Satisfactory  Proof of Death of the  Annuitant as well as proof that
the Annuitant died prior to the Annuity Date. AVLIC guarantees the Death Benefit
will equal the greater of the  Accumulation  Value or total  premiums  paid less
withdrawals, on the date Satisfactory Proof of Death is received by AVLIC at its
Home  Office.  The Death  Benefit  is  payable as a lump sum or under one of the
Annuity Income Options.

The Owner may elect an Annuity Income Option for the Annuitant's Beneficiary, or
if no such  election was made by the Owner and a cash benefit has not been paid,
the Annuitant's Beneficiary may make this election after the Annuitant's Death.

Since  Satisfactory  Proof of Death  includes a  "Claimant's  Statement",  which
specifies how the  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  Separate   Account  until  that
information is supplied to AVLIC.  Upon receipt of this proof, the Death Benefit
will  be paid to the  Annuitant's  Beneficiary  within  seven  days,  or as soon
thereafter as AVLIC has sufficient information about the Annuitant's Beneficiary
to make the payment.  In order to take  advantage of the favorable tax treatment
accorded  to  receiving  the  Death  Benefit  as  an  annuity,  the  Annuitant's
Beneficiary must elect to receive the benefits under an Annuity Option within 60
days  "after the day on which such lump sum became  payable,"  as defined in the
Internal Revenue Code.

GUARANTEED MINIMUM DEATH BENEFIT (GMDB) RIDER

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

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

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

                                    ACCLAIM!
                                       16
<PAGE>

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

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

DEATH OF OWNER

If the Owner dies on or after the Annuity Date,  annuity benefits continue to be
paid to the Annuitant  under the Annuity  Income Option in effect on the Owner's
date of death.

If the Owner dies before the Annuity Date and before the entire  interest in the
Policy is distributed,  the Accumulation Value of the Policy must be distributed
to the Owner's Designated Beneficiary so that the Policy qualifies as an annuity
under the Internal Revenue Code. The entire interest must be distributed  within
five years of the Owner's death.  However, a distribution  period exceeding five
years  will be  allowed  if the  Owner's  Designated  Beneficiary  purchases  an
immediate annuity under which payments will begin within one year of the Owner's
death  and  will be  paid  out  over  the  lifetime  of the  Owner's  Designated
Beneficiary or over a period not extending beyond his or her life expectancy.

If 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
treated as the Owner for purposes of applying the rules described above.

Finally, in situations where the Owner is not an individual,  these distribution
rules are applicable upon the death or change of the Annuitant.

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 additional  Portfolios available to you. We may also eliminate,  combine or
substitute Subaccounts if, in our judgment, marketing needs, tax considerations,
or investment  conditions  warrant.  This may happen due to a change in law or a
change in a Portfolio's investment objectives or restrictions, or for some other
reason. AVLIC may operate the Separate Account 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.  AVLIC may
also transfer the assets of the Separate Account to another Separate Account.

If any of these  substitutions  or changes  are made,  AVLIC may by  appropriate
endorsement  change  the  policy to  reflect  the  substitution  or  change.  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  Separate
Account.

You will be  notified of any  material  change in the  investment  Policy of any
Portfolio in which you have an interest.

DEFERMENT OF PAYMENT

Payment of any  withdrawal,  surrender  or lump sum death  benefit  due from the
Separate  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  weekends
        or  holidays  or  trading on  the  New York Stock  Exchange is otherwise
        restricted; or

     b) the SEC permits the delay for the protection of Owners; or

     c) an emergency exists as determined by the SEC.

In addition, surrenders or withdrawals from the Fixed Account may be deferred by
AVLIC for up to 6 months from the date of written request.

CONTESTABILITY

AVLIC cannot contest the validity of this Policy after the Policy Date,  subject
to the "Misstatement of Age or Sex" provision.

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 AVLIC made any  overpayments,  interest at the rate of 6% per year compounded
yearly  will  be  added  and  charged  against  future  payments.   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.

                                    ACCLAIM!
                                       17
<PAGE>

REPORTS AND RECORDS

AVLIC will maintain all records  relating to the Separate  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.  Except for the annual  report,  AVLIC  reserves  the right to
charge  a  report  fee  for  requested  reports.  The  Owner  will  also be sent
confirmations  of  transactions,   such  as  purchase  payments,  transfers  and
withdrawals  under the Policy.  Quarterly  statements are also mailed  detailing
Policy activity during the calendar  quarter.  Instead of receiving an immediate
confirmation  of  transactions  made pursuant to some types of periodic  payment
plan (such as a dollar cost averaging program, or payment made by automatic bank
draft or salary reduction  arrangement),  the Owner may receive  confirmation of
such  transactions  in their quarterly  statements.  The Owner should review the
information in these  statements  carefully.  All errors or corrections  must be
reported to AVLIC  immediately to assure proper  crediting to the Policy.  AVLIC
will assume all  transactions  are accurately  reported on quarterly  statements
unless  AVLIC  is  otherwise  notified  within  30  days  after  receipt  of the
statement.  A periodic  report for the Fund and a list of the securities held in
each  Portfolio of the Fund and any other  information  required by the 1940 Act
will also be provided.

                          DISTRIBUTION OF THE POLICIES
                          ----------------------------

Ameritas Investment Corp. ("AIC"), located at 5900 O Street, 4th Floor, Lincoln,
Nebraska 68510,  will act as the principal  underwriter of the Policies pursuant
to an underwriting Agreement it has with AVLIC. AIC is a wholly owned subsidiary
of  AMAL  Corporation,  and  an  affiliate  of  AVLIC.  AIC  is a  broker/dealer
registered  under  the  Securities  Exchange  Act of 1934 and is a member of the
National  Association  of  Securities  Dealers,  Inc.  The  Policies are sold by
individuals who are registered representatives of AIC or other broker-dealers.

Commissions  paid by AVLIC to  broker-dealers  may vary, but are not expected to
exceed 1% of premiums  paid.  Broker-  dealers  may also  receive an asset based
administrative  compensation  of up to  1%  (annualized).  From  time  to  time,
additional sales incentives may be provided to broker-dealers.

The gross  variable  annuity  compensation  received by AIC on AVLIC's  variable
annuities was  $11,961,951  for 1997;  $10,067,075  for 1996; and $6,896,847 for
1995.

                  SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS
                  --------------------------------------------

AVLIC holds the assets of the Separate Account. The assets are held separate and
apart from General Account assets.  AVLIC maintains records of all purchases and
redemptions of the Funds' shares by each of the Subaccounts. 

                              THIRD PARTY SERVICES
                              --------------------

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

                                  VOTING RIGHTS
                                  -------------

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

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 available to
an Owner will be  calculated  separately  for each  Subaccount  of the  Separate
Account.  The  number  of votes  available  to an Owner  will be  determined  by
dividing the  Accumulation  Value  attributable to a Subaccount by the net value
per share of the  applicable  Portfolio.  In  determining  the  number of votes,
fractional shares will be recognized.

                                    ACCLAIM!
                                       18

<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 Funds.

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

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

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

                                LEGAL PROCEEDINGS
                                -----------------

There are no legal  proceedings  to which the Separate  Account is a party or to
which the assets of the Separate  Account are subject.  AVLIC is not involved in
any litigation that is of material importance in relation to its ability to meet
its obligations under the policies, or that relates to the Separate Account. AIC
is not involved in any litigation that is of material  importance in relation to
its ability to perform under its underwriting agreement.


                       STATEMENT OF ADDITIONAL INFORMATION
                       -----------------------------------

A Statement of Additional  Information  is available  that contains more details
concerning the subjects  discussed in this  Prospectus.  This can be obtained by
writing to the address on the front page or by calling 1-800-745-1112.

The following is a Table of Contents for that Statement:

                                                                   PAGE
     GENERAL INFORMATION AND HISTORY............................... 2
     THE POLICY.................................................... 2
     GENERAL MATTERS............................................... 6
     FEDERAL TAX MATTERS........................................... 7
     DISTRIBUTION OF THE POLICY.................................... 7
     SAFEKEEPING OF SEPARATE ACCOUNT ASSETS........................ 8
     STATE REGULATION.............................................. 8
     LEGAL MATTERS................................................. 8
     EXPERTS....................................................... 8
     OTHER INFORMATION............................................. 8
     FINANCIAL STATEMENTS.......................................... 8


                                    ACCLAIM!
                                       19
<PAGE>

APPENDIX A

                              QUALIFIED DISCLOSURES

                          * Information Statement For:

                            408(b) IRA Plans 
                            408(k) SEP IRA Plans
                            408(p) SIMPLE IRA Plans 
                            408A Roth IRA Plans 

                          * Information Statement For:

                            401(a) Pension/Profit Sharing Plans


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

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

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



                                TABLE OF CONTENTS

     Information Statement
         408(b) Individual Retirement Annuity (IRA) Plans
         408(k) Simplified Employee Pension (SEP IRA) Plans
         408(p) Savings Incentive Match (SIMPLE IRA) Plans
         408A Roth IRA Plans  .............................................QD-1

     Information Statement
         401(a) Pension/Profit Sharing Plans...............................QD-9



                                    AMERITAS VARIABLE LIFE INSURACE COMPANY LOGO

<PAGE>

Ameritas Variable Life        INFORMATION STATEMENT
  Insurance Company Logo      408(B)INDIVIDUAL RETIREMENT ANNUITY (IRA) PLANS
                              408(K) SIMPLIFIED EMPLOYEE PENSION (SEP IRA)PLANS
                              408(P) SAVINGS  INCENTIVE  MATCH (SIMPLE IRA) 
                              408A ROTH IRA 
- -------------------------------------------------------------------------------
For  purchasers of a 408(b)  Individual  Retirement  Annuity (IRA) Plan,  408(k)
Simplified  Employee  Pension (SEP IRA) Plan,  408(p)  Savings  Incentive  Match
(SIMPLE IRA) Plan or a 408A Roth IRA, please review the following:

PART 1.  PROCEDURE FOR REVOKING THE IRA PLAN:
- ---------------------------------------------

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

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

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

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

PART II.  PROVISIONS OF THE IRA LAW:
- ------------------------------------

AVLIC's  OVERTURE  ACCLAIM!  Variable  Annuity  (Form  4880),  can be used for a
Regular IRA, a Rollover IRA, a Spousal IRA  Arrangement,  a Simplified  Employee
Pension  Plan (SEP IRA), a salary  reduction  Simplified  Employee  Pension Plan
(SARSEP)  or a  SIMPLE  IRA.  A  separate  policy  must be  purchased  for  each
individual  under each plan. In addition,  AVLIC's  OVERTURE  ACCLAIM!,  at some
point after  December 31, 1997,  will be made  available  for use as a ROTH IRA.
BECAUSE THIS POLICY INCLUDES CERTAIN MINIMUM PREMIUM REQUIREMENTS, IT MAY NOT BE
AVAILABLE  FOR USE WITH ALL OF THE  ABOVE  TYPES OF PLANS IN ALL  CIRCUMSTANCES.
STATE INCOME TAX TREATMENT OF IRAS VARIES, SO THIS DISCLOSURE ONLY DISCUSSES THE
FEDERAL TAX TREATMENT OF IRAS.  PLEASE  DISCUSS STATE INCOME TAX TREATMENT OF AN
IRA WITH YOUR TAX ADVISOR.

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

ELIGIBILITY:

REGULAR  IRA PLAN:  Any  individual  under age 70 1/2 and  earning  income  from
personal services, is eligible to establish an IRA Plan, although  deductibility
of the  contributions is determined by adjusted gross income ("AGI") and whether
the  individual(or  the  individual's  spouse) is an "active  participant" in an
employer sponsored retirement plan.

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

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

SPOUSAL IRA ARRANGEMENT:  A Spousal IRA,  consisting of a separate  contract for
each  spouse,  may be set up provided a joint return is filed,  the  "nonworking
spouse" has less taxable compensation, if any, for the tax year than the working
spouse, and is under age 70 1/2 at the end of the tax year.

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

ROTH IRAS: A Roth IRA must be designated as such when it is established.

1. A REGULAR ROTH IRA is a Roth IRA established to receive annual  contributions
and/or  rollover  contributions  from  other  Roth IRAs  where no portion of the
rollover is attributable to an IRA other than a Roth IRA.

2. A  CONVERSION  ROTH IRA is a Roth IRA  established  to receive  rollovers  or
conversions from non-Roth IRAs and is limited to such contributions.

Roth IRAs are available beginning in 1998. Unlike Regular IRAs, contributions to
a Roth IRA are not deductible for tax purposes. However, any gain accumulated in
a Roth IRA may be nontaxable,  depending upon how and when withdrawals are made.
Eligibility  to  contribute to a Roth IRA (Regular,  Spousal or  Conversion)  is
subject to income and other limits. Unlike deductible IRAs, if eligible, you may
contribute to a Roth IRA even after age 70 1/2.

3.  SPOUSAL ROTH IRA  ARRANGEMENT:  Beginning in 1998, a Spousal Roth IRA may be
set up for a "non-working"  spouse that has less taxable  compensation,  if any,
for the tax year than the  "working"  spouse,  regardless  of age,  provided the
spouses file a joint tax return and subject to the adjusted gross income ("AGI")
limits  described  in  PART  II,  MAXIMUM   CONTRIBUTIONS  -  SPOUSAL  ROTH  IRA
ARRANGEMENT. Divorced spouses can continue a Spousal Roth IRA or start a Regular
Roth IRA based on standard Roth IRA eligibility rules.  Taxable alimony received
by the  divorced  spouse  under a decree of divorce or separate  maintenance  is
treated as compensation for purposes of Roth IRA eligibility limits.

                                      QD-1
                              IRA/SEP/SIMPLE/ROTH
                                 ACCLAIM! 2/98

<PAGE>

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

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

SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES OF SMALL EMPLOYERS (SIMPLE IRA) ): An
employee is eligible to  participate  in a SIMPLE IRA Plan based on  eligibility
requirements  set forth in Form  5304-SIMPLE or other plan document  provided by
the employer.

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

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

PREMIUM: The annual premium (if applicable) of your IRA Plan or Roth IRA may not
exceed  the  lesser  of  $2,000,  or 100% of  compensation  for the year (or for
Spousal IRAs,  or Spousal Roth IRAs,  the combined  compensation  of the spouses
reduced by any Roth IRA or  deductible  IRA  contribution  made by the "working"
spouse).  Any premium in excess of or in  addition  to $2,000 will be  permitted
only as a "Rollover Contribution" (or "Conversion"  contribution to a Roth IRA).
Your  contribution  must be made in cash. For IRAs  established  under SEP Plans
(SEP  IRAs),  premiums  are limited to the lesser of $30,000 or 15% of the first
$150,000 of compensation  (adjusted for cost of living increases).  In addition,
if the IRA is under a  SARSEP  established  prior to  January  1,  1997,  annual
premiums made by salary  reduction  are limited to $7,000  (adjusted for cost of
living  increases).  Premiums  under a SIMPLE IRA will be limited to permissible
levels of annual employee elective contributions (up to $6,000 adjusted for cost
of  living  increases)  plus the  applicable  percentage  of  employer  matching
contributions  (up  to 3% of  compensation  but  not in  excess  of  $6,000,  as
adjusted) or of employer nonelective  contributions (2% of compensation (subject
to the  cap  under  Code  Section  401(a)(17)  as  indexed)  for  each  eligible
employee).

MAXIMUM CONTRIBUTIONS:

REGULAR IRA PLAN:  In any year that your annuity is  maintained  under the rules
for a Regular IRA Plan,  your  maximum  contribution  is limited to 100% of your
compensation or $2,000,  whichever is less. Further,  this is the maximum amount
you may  contribute to ALL IRAs in a year  (including  Roth IRAs, but not SIMPLE
IRAs or Education IRAs). The amount of permissible contributions to your Regular
IRA  may or  may  not be  deductible.  Whether  IRA  contributions  (other  than
Rollovers)  are deductible  depends on whether you (or your spouse,  if married)
are an active participant in an  employer-sponsored  retirement plan and whether
your adjusted gross income ("AGI") is above the "phase-out level." Beginning for
tax years  after  1997,  you will  only be  deemed  to be an active  participant
because of your spouse's  participation in an  employer-sponsored  plan, if your
combined  adjusted gross income exceeds $150,000.  SEE PART III.  DEDUCTIBLE IRA
CONTRIBUTIONS.

ROLLOVER  IRA: A Plan to Plan Rollover is a method for  accomplishing  continued
tax deferral on otherwise  taxable  distributions  from certain plans.  Rollover
contributions  are  not  subject  to the  contribution  limits  on  Regular  IRA
contributions, but also are not tax deductible.

 There are two ways to make a rollover to an IRA:

  (1) PARTICIPANT ROLLOVERS are available to participants,  surviving spouses or
      former spouses who receive  eligible  rollover  distributions  from 401(a)
      Qualified  Retirement  Plans, TSAs or IRAs (including SEPs,  SARSEPs,  and
      SIMPLE IRAs).  Participant Rollovers are accomplished by contributing part
      or all of the  eligible  amounts  (which  includes  amounts  withheld  for
      federal  income tax  purposes)  to your new IRA  within 60 days  following
      receipt of the  distribution.  IRA to IRA Rollovers are limited to one per
      distributing  plan per 12 month period,  while direct IRA to IRA transfers
      (where you do not directly receive a distribution) are not subject to this
      limitation.  Distributions  from a SIMPLE  IRA may not be  rolled  over or
      transferred  to an IRA (which isn't a SIMPLE IRA) during the 2 year period
      following the date you first  participate in any SIMPLE Plan maintained by
      your employer.

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

 FOR RULES APPLICABLE TO ROLLOVERS OR TRANSFERS TO ROTH IRAS, SEE THE PARAGRAPHS
 ON REGULAR AND CONVERSION ROTH IRAS, BELOW.

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

At the time of a Rollover,  you must  irrevocably  designate in writing that the
transfer is to be treated as a Rollover Contribution. Eligible amounts which are
not  rolled  over  are  normally  taxed  as  ordinary  income  in  the  year  of
distribution.  If a  Rollover  Contribution  is made to an IRA from a  Qualified
Retirement  Plan,  you may later be able to roll the value of the IRA into a new
employer's  plan PROVIDED YOU MAKE NO  CONTRIBUTIONS  TO THE IRA FROM OTHER THAN
FROM THE FIRST  EMPLOYER'S  PLAN. THIS IS KNOWN AS "CONDUIT IRA," AND YOU SHOULD
DESIGNATE YOUR ANNUITY AS SUCH WHEN YOU COMPLETE YOUR APPLICATION.

SPOUSAL IRA  ARRANGEMENT:  In any year that your annuity is maintained under the
rules for a Spousal IRA, the maximum  combined  contribution  to the Spousal IRA
and the  "working"  spouse's IRA for tax years after 1996, is the lesser of 100%
of the combined compensation of both spouses which is includable in gross income
(reduced by the amount of any  contributions to a Roth IRA or the amount allowed
as a deduction to the "working"  spouse for  contribution to his or her own IRA)
or  $4,000.  No more than  $2,000 may be  contributed  to either  spouse's  IRA.
Whether the  contribution  is  deductible or  non-deductible  depends on whether
either spouse is an "active  participant"  in an  employer-sponsored  retirement
plan for the year,  and whether the adjusted gross income of the couple is above
the applicable phase-out level. (SEE PART III, DEDUCTIBLE IRA CONTRIBUTIONS).

                                      QD-2
                              IRA/SEP/SIMPLE/ROTH
                                 ACCLAIM! 2/98

<PAGE>

The contribution limit for divorced spouses is the lesser of $2,000 or the total
of the  taxpayer's  taxable  compensation  and  alimony  received  for the year.
(Married  individuals  who live apart for the entire year and who file  separate
tax  returns  are  treated as if they are single  when  determining  the maximum
deductible contribution limits).

REGULAR ROTH IRA: The maximum total annual  contribution  an individual can make
to all IRAs  (including  Roth IRAs,  but not  Education  or SIMPLE  IRAs) is the
lesser of $2,000 or 100% of compensation. (This limit does not apply to rollover
contributions). For Regular Roth IRAs (which are available beginning in the 1998
tax year) this  $2,000  limitation  is phased  out for  adjusted  gross  incomes
between $150,000 and $160,000 for joint filers; between $95,000 and $110,000 for
single taxpayers;  and between $0 and $15,000 for married individuals who file a
separate return. AGI for this purpose includes any deductible  contribution to a
Regular IRA, but does not include any amount included in income as a result of a
rollover or conversion from a non-Roth IRA to a Conversion  Roth IRA.  Rollovers
and  transfers  may also be made  from one  Regular  Roth IRA to  another.  Such
rollovers or transfers  are  generally  subject to the same timing and frequency
rules as apply to  Participant  Rollovers  and  transfers  from one  Regular  or
Rollover IRA to another.  (SEE PART II,  MAXIMUM  CONTRIBUTIONS:  ROLLOVER  IRA,
ABOVE).

CONVERSION  ROTH IRA:  Beginning in the 1998 tax year,  rollovers or conversions
may be made from non-Roth IRAs to a Conversion  Roth IRA. To be eligible to make
such a conversion or rollover from a non-Roth IRA, the taxpayer's adjusted gross
income ("AGI") for the taxable year cannot exceed $100,000 (joint or individual)
and he or she must not be married  filing a  separate  tax  return  (unless  the
taxpayer  lives  apart from his of her spouse at all times  during the year).  A
rollover from a non-Roth IRA to a Conversion  Roth IRA does not count toward the
limit of one rollover per IRA in any 12-month  period under the normal  rollover
rules. Also, eligible rollover distributions received by you or your spouse from
a qualified  plan other than an IRA,  may not be directly  rolled over to a Roth
IRA.  However,  you may be able to roll such a  distribution  over to a non-Roth
IRA, then convert that IRA to a Conversion Roth IRA. Also if you are eligible to
make a conversion,  you may transfer amounts from most non-Roth IRAs (other than
SIMPLE IRAs and Education IRAs). AGI for the purpose of determining  eligibility
to convert to a Roth IRA does not  include  any amount  included  in income as a
result of a rollover or conversion  from a non-Roth IRA to a Conversion IRA, but
does include the amount of any deductible contribution made to a Regular IRA for
the tax year.

SPOUSAL  ROTH  IRA  ARRANGEMENT:   Beginning  in  the  1998  tax  year,  if  the
"non-working"  spouse's  compensation  is less than  $2,000,  the spouses file a
joint tax return,  and their  combined  AGI  (unreduced  by any  deductible  IRA
contribution  made for the year,  but not  including  any amounts  includible in
income  as a result  of a  conversion  to a Roth IRA) is  $150,000  or below,  a
contribution  of up to $2,000 may be made to a separate  Spousal Roth IRA in the
name of the "non-working" spouse. The $2,000 limit is phased out proportionately
between $150,000 and $160,000 of AGI (modified as described above).  Spouses are
not required to make equal contributions to both Roth IRAs; however no more than
$2,000 may be  contributed to the "working" or  "non-working"  spouse's Roth IRA
for any year, and the total amount  contributed  annually to all IRAs (including
both Roth and Regular IRAs,  but not SIMPLE or Education  IRAs) for both spouses
cannot exceed $4,000.  If the combined  compensation of both spouses (reduced by
any deductible IRA or Roth  contributions made for the "working" spouse) is less
than $4,000,  the total contribution for all IRAs is limited to the total amount
of the  spouses'  combined  compensation.  These limits do not apply to rollover
contributions.

For  divorced  spouses,  the  contribution  limit to a Roth IRA is the lesser of
$2,000 or the total of the taxpayer's  compensation and alimony received for the
year,  subject  to the  applicable  phase-out  limits  for  eligibility  to make
contributions to a Roth IRA. (Married  individuals who live apart for the entire
year and who file  separate  tax  returns are treated as if they are single when
determining the maximum contribution they are eligible to make in a Roth IRA).

SEP IRA PLAN: In any year that your annuity is maintained  under the rules for a
SEP Plan, the employer's maximum contribution is the lesser of $30,000 or 15% of
your first $150,000 of compensation  (adjusted for cost-of-living  increases) or
as  changed  under  Section  415 of the  Code.  You  may  also  be  able to make
contributions to your SEP IRA the same as you do to a Regular IRA; however,  you
will be  considered an "active  participant"  for purposes of  determining  your
deduction limit. In addition to the above limits,  if your annuity is maintained
under  the  rules  for  a  SARSEP,   the  maximum  amount  of  employee  pre-tax
contributions  which  can be  made  is  $7,000  (adjusted  for  cost  of  living
increases).  After December 31, 1996,  new SARSEP plans may not be  established.
Employees  may,  however,  continue to make salary  reductions  to a SARSEP plan
established  prior to  January 1,  1997.  In  addition,  employees  hired  after
December 31, 1996 may participate in SARSEP plans established by their employers
prior to 1997.

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

DISTRIBUTIONS:  Payments  to you from your IRA Plan (other than a Roth IRA) must
begin no later  than the April 1  following  the close of the  calendar  year in
which you attain age 70 1/2, the Required  Beginning Date (RBD). If you have not
already withdrawn your entire balance by this date, you may elect to receive the
entire  value of your IRA Plan on or before the RBD in one lump sum;  or arrange
for an income to be paid over your lifetime, your expected lifetime, or over the
lifetimes or expected lifetimes of you and your designated beneficiary.  UNDER A
ROTH IRA, YOU ARE NOT REQUIRED TO TAKE DISTRIBUTIONS  WHILE YOU ARE LIVING, EVEN
AFTER YOU REACH AGE 70 1/2.

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

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

                                      QD-3
                              IRA/SEP/SIMPLE/ROTH
                                 ACCLAIM! 2/98

<PAGE>

Your life expectancy (and that of your spousal beneficiary,  if applicable) will
be recalculated  annually,  unless you  irrevocably  elect otherwise by the time
distributions are required to begin. With the recalculation  method, if a person
whose life expectancy is  recalculated  dies, his or her life expectancy will be
zero in all subsequent  years.  The life expectancy of a non-spouse  beneficiary
cannot be recalculated. Where life expectancy is not recalculated, it is reduced
by one year for each year after  your 70 1/2 year to  determine  the  applicable
remaining  life  expectancy.  Also,  if your benefit is payable in the form of a
joint and survivor annuity, a larger minimum distribution amount may be required
under IRS regulations, unless your spouse is the designated beneficiary.

If you  die  after  the  RBD,  amounts  undistributed  at  your  death  must  be
distributed  at least as  rapidly as under the  method  being used to  determine
distributions  at the time of your death. If you die before the RBD, your entire
interest  must  generally be  distributed  by the end of the calendar year which
contains  the fifth  anniversary  of your death (the "five year  payout  rule").
However,  if a beneficiary is designated,  the  beneficiary may elect to receive
distributions  over the life expectancy of the beneficiary if the beneficiary so
elects by  December  31 of the year  following  the year of your  death.  If the
beneficiary  fails to make an election,  the entire  benefit will be paid to the
beneficiary  under  the  "five  year  payout  rule".  Also,  if  the  designated
beneficiary  is your  spouse,  the life annuity  distribution  must begin by the
later of December 31 of the calendar  year  following  the calendar year of your
death or December 31 of the year in which you would have attained age 70 1/2. If
your designated  beneficiary is not your spouse, life annuity distributions must
begin by December 31 of the year following your death. A surviving spouse may in
the  alternative  elect to treat the policy as his or her own IRA. This election
may be  expressly  made or will be deemed made if the spouse makes a regular IRA
contribution  to the  policy,  makes a rollover  to or from the IRA, or fails to
elect minimum distributions as described above.

ROTH IRA MINIMUM DISTRIBUTION  REQUIREMENTS WHILE YOU ARE LIVING. As long as you
are alive,  you are not  required to take  distributions  from a Roth IRA,  even
after you reach age 70 1/2.

ROTH  IRA  MINIMUM   DISTRIBUTION   REQUIREMENTS   AFTER  YOUR  DEATH.   Minimum
distribution  requirements  apply to Roth  IRAs only  after you die.  If you die
after  you  have  reached  your  Annuity   Date,   and  have  begun  to  receive
distributions  under an annuity  option (not including an interest only option),
the remaining  portion of your policy  interests will continue to be distributed
to your  designated  beneficiary  at least as rapidly as under the method  being
used prior to your death  (provided such method  satisfies the  requirements  of
Code Section 408(b)(3), as modified by Code Section 408A(c)(5).

If you die  before  the  Annuity  Date or  before  distribution  of your  entire
interest in the policy has been made or begun, your entire interest in your Roth
IRA must be distributed by the end of the calendar year which contains the fifth
anniversary of your death (the "five year payout rule").  However, if there is a
designated beneficiary, he or she may elect to receive distributions over his or
her life expectancy provided the election is made and distributions  commence by
December 31 of the year  following  the year of your death.  If the  beneficiary
does not make this election, the entire benefit will be paid to him or her under
the "five year payout rule".  If your  designated  beneficiary is your surviving
spouse, he or she may elect to delay distributions until the later of the end of
the calendar year following the year in which you died or the end of the year in
which you would have reached age 70 1/2. If your sole designated  beneficiary is
your surviving spouse, he or she may elect to treat the policy as his or her own
Roth IRA by making an express  election  to do so, by making a regular  Roth IRA
contribution or rollover  contribution  (as applicable or as permissible) to the
policy, or by failing to elect minimum distributions under the "five year payout
rule" or the life annuity options discussed above.

Life  expectancies  will be determined by using IRS life  expectancy  tables.  A
surviving spouse's life expectancy will be recalculated  annually,  unless he or
she irrevocably elects otherwise. Non-spousal beneficiary life expectancies will
be  determined  using  the  beneficiary's  attained  age  in the  calendar  year
distributions are required to begin and reducing life expectancy by one for each
year thereafter.

TAKING REQUIRED MINIMUM  DISTRIBUTIONS FROM ONE IRA: If you are required to take
minimum  distributions  from more than one IRA  (either  as owner of one or more
Regular  IRAs and/or as a  beneficiary  of one or more  decedent's  Roth IRAs or
Regular IRAs),  you may not have to take a minimum  distribution  from each IRA.
(Regular  and Roth IRAs are  treated  as  different  types of IRAs,  so  minimum
distributions  from a Roth  IRA  will  not  satisfy  the  minimum  distributions
required from a Regular IRA). Instead,  you may be able to calculate the minimum
distribution  amount  required for each IRA  (considered to be of the same type)
separately, add the relevant amounts and take the total required amount from one
IRA or Roth IRA (as  applicable).  Because of this,  AVLIC  cannot  monitor  the
required  distribution  amounts  from  AVLIC  IRAs.  Please  check with your tax
advisor to verify  that you are  receiving  the proper  amount  from all of your
IRAs.

PART III.  RESTRICTIONS AND TAX CONSIDERATIONS:
- -----------------------------------------------

TIMING OF CONTRIBUTIONS: Once you establish an IRA, (including a Regular Roth or
Spousal  Roth IRA)  contributions  must be made by the due date,  not  including
extensions,  for filing your tax  return.  (Participant  Rollovers  must be made
within 60 days of your receipt of the distribution.) A CONTRIBUTION MADE BETWEEN
JANUARY  1 AND THE  FILING  DUE DATE FOR YOUR  RETURN,  MUST BE  SUBMITTED  WITH
WRITTEN  DIRECTION  THAT IT IS BEING  MADE FOR THE PRIOR PLAN YEAR OR IT WILL BE
TREATED AS MADE FOR THE CURRENT TAX YEAR. SEP IRA contributions  must be made by
the due date of the Employer's  tax return  (including  extensions).  SIMPLE IRA
contributions,  if  permitted,  must be made by the tax  return due date for the
employer (including extensions) for the year for which the contribution is made.
Note, an employer is required to make SIMPLE plan contributions  attributable to
employee elective  contributions as soon as it is  administratively  feasible to
segregate these  contributions  from the employer's  general  assets,  but in no
event  later  than the 30th day of the  month  following  the month in which the
amounts would have otherwise been payable to the employee in cash.

TIMING OF ROTH IRA CONVERSIONS:  Conversions from a non-Roth IRA to a Conversion
Roth IRA for a tax year,  MUST BE MADE BY DECEMBER  31 OF THAT YEAR.  You DO NOT
have until the due date of your tax  return for a year to convert a Regular  IRA
to a Conversion Roth IRA for that tax year. For example,  if you wish to convert
a Regular IRA to a Conversion Roth IRA in 1998, the conversion must be completed
by December 31, 1998,  even though your tax return for 1998 may not be due until
April 15, 1999.

DEDUCTIBLE IRA  CONTRIBUTIONS:  The amount of permissible  contributions to your
Regular IRA may or may not be deductible. FOR TAX YEARS BEGINNING BEFORE JANUARY
1,  1998,  if you or your  spouse  are not active  participants  in an  employer
sponsored  retirement  plan, any permissible  contribution  you make to your IRA
will be  deductible.  If you or your  spouse  are an  active  participant  in an
employer-sponsored  retirement  plan,  the size of your  deduction if any,  will
depend on your combined  adjusted  gross income  (AGI).  If your combined AGI is
less than  $40,000,  and you file a joint tax return you can deduct  your entire
contribution.  If you are single and your AGI is less than $25,000, you may also
take a full deduction.  For married couples filing joint returns,  the deduction
is phased out between $40,000 and $50,000. For single individuals, the deduction
is phased out between $25,000 and $35,000.  If you are married and covered by an
employer plan,  but file a separate tax return from your spouse,  your deduction
is  phased  out  between  $0 and  $10,000  of AGI.  If your AGI is not above the
applicable  phase  out  level,  a  minimum  contribution  of $200  is  permitted
regardless of whether the phase out rules provide for a lesser amount.

                                      QD-4
                               IRA/SEP/SIMPLE/ROTH
                                  ACCLAIM! 2/98

<PAGE>

FOR TAX YEARS  BEGINNING ON AND AFTER JANUARY 1, 1998, if you or your spouse are
not  an  active  participant  in an  employer  sponsored  retirement  plan,  any
permissible  contribution  you make to your IRA (other  than a Roth IRA) will be
deductible.  If you are not an active participant in an employer sponsored plan,
but your spouse is an active participant, you may take a full deduction for your
IRA  contribution  (other than to a Roth IRA) if your AGI is below $150,000;  if
you are not an active  participant  but your spouse is, the  maximum  deductible
contribution for you is phased out at AGIs between $150,000 and $160,000. If you
are an active participant in an employer sponsored  retirement plan you may make
deductible  contributions if your AGI is below a threshold level of income.  For
single taxpayers and married taxpayers filing jointly the available deduction is
reduced proportionately over a phaseout range.

Active  participants with income above the phaseout range are not entitled to an
IRA  deduction.  Due to changes  made by the  Taxpayer  Relief Act of 1997,  the
phaseout limits are scheduled to increase as follows:

                           MARRIED FILING                  SINGLE/HEAD
YEAR                           JOINTLY                    OF HOUSEHOLD
- -------------------------------------------------------------------------
                                 AGI                          AGI

1998 ....................$50,000 -  $60,000 ............$30,000 - $40,000
1999 ....................$51,000 -  $61,000 ............$31,000 - $41,000
2000 ....................$52,000 -  $62,000 ............$32,000 - $42,000
2001 ....................$53,000 -  $63,000 ............$33,000 - $43,000
2002 ....................$54,000 -  $64,000 ............$34,000 - $44,000
2003 ....................$60,000 -  $70,000 ............$40,000 - $50,000
2004 ....................$65,000 -  $75,000 ............$45,000 - $55,000
2005 ....................$70,000 -  $80,000 ............$50,000 - $60,000
2006 ....................$75,000 -  $85,000 ............$50,000 - $60,000
2007 and thereafter .....$80,000 - $100,000 ............$50,000 - $60,000

You can elect to treat  deductible  contributions  as  non-deductible.  SEP IRA,
SARSEP SIMPLE IRA and Roth IRA contributions are not deductible by you.

Remember, except for rollovers, conversions or transfers, the maximum amount you
may contribute to all IRAs (including Roth and Regular IRAs, but not SIMPLE IRAs
or  Education  IRAs) for a  calendar  year is  $2,000  or 100% of  compensation,
whichever is less.

NON-DEDUCTIBLE  REGULAR  IRA  CONTRIBUTIONS:  It is  possible  for  you to  make
non-deductible  contributions  to your Regular IRA (not  including  SIMPLE IRAs)
even if you are not eligible to make deductible  contributions  to a Regular IRA
or  non-deductible  contributions  to a Roth IRA for the  year.  The  amount  of
non-deductible  contributions  you can make depends on the amount of  deductible
contributions  you  make.  The  sum  of  your   non-deductible   and  deductible
contributions  for a year  may not  exceed  the  lesser  of (1)  $2,000  ($4,000
combined when a Spousal IRA is also involved),  or (2) 100% of your compensation
(or,  if a  Spousal  IRA is  involved,  100% of you and your  spouse's  combined
compensation,  reduced  by the amount of any  deductible  IRA  contribution  and
non-deductible  Roth IRA contribution  made by the "working"  spouse).  For plan
years  beginning  on  and  after  January  1,  1998,  the  sum  of  your  annual
non-deductible  (including  Roth IRA) and deductible  contributions,  other than
when combined with a Spousal IRA or Spousal Roth IRA, may not exceed $2,000.  IF
YOU WISH TO MAKE A NON-DEDUCTIBLE CONTRIBUTION, YOU MUST REPORT THIS ON YOUR TAX
RETURN BY FILING FORM 8606 (NON-DEDUCTIBLE  IRA). REMEMBER,  YOU ARE REQUIRED TO
KEEP TRACK OF YOUR NON-DEDUCTIBLE  CONTRIBUTIONS AS AVLIC DOES NOT KEEP A RECORD
OF THESE FOR YOU.  THIS  INFORMATION  WILL BE  NECESSARY  TO  DOCUMENT  THAT THE
CONTRIBUTIONS WERE MADE ON A NON-DEDUCTIBLE BASIS AND THEREFORE, ARE NOT TAXABLE
UPON DISTRIBUTION.

EFFECTS OF  CONVERSION OF REGULAR IRA TO ROTH IRA: If you convert all or part of
a non-Roth  IRA to a  Conversion  Roth IRA, the amount taken out of the non-Roth
IRA  will  be  taxable  as if it had  been  distributed  to you in the  year  of
conversion. If you made non-deductible contributions to any Regular IRA, part of
the amount  taken out of a Regular IRA for  conversion  will be taxable and part
will be non-taxable.  (Use IRS Form 8606 to determine how much of the withdrawal
from your  Regular  IRA is taxable  and how much is  non-taxable).  The  taxable
portion of the amount  converted  is  includable  in your income for the year of
conversion.  However,  if the conversion takes place in 1998, one quarter of the
taxable amount will be includable in your income in 1998 and in each of the next
three years.

Amounts properly  converted from a non-Roth IRA to a Roth IRA are not subject to
the 10% early withdrawal  penalty.  However,  if you make a conversion to a Roth
IRA,  but keep part of the money for any reason,  that amount will be taxable in
the year  distributed  from the  non-Roth  IRA and the  taxable  portion  may be
subject to the 10% early withdrawal penalty.

Roth IRAs are new and a number of  ambiguities  exist in the law.  Also,  at the
time of drafting of this  Information  Statement,  there is pending  legislation
which  could  dramatically  change  the  tax  treatment  of  conversions  to and
distributions  from Roth IRAs  retroactive to January 1, 1998. This  Information
Statement is based on AVLIC's interpretation of the law as it exists at the time
of drafting. You should consult with your tax advisor to ensure that you receive
the tax  benefits  you desire  before you  contribute  to a Roth IRA,  convert a
non-Roth IRA to a Conversion Roth IRA or take distributions from a Roth IRA.

EXCESS CONTRIBUTIONS: There is a 6% IRS penalty tax on IRA contributions made in
excess of permissible  contributions.  However, excess contributions made in one
year may be  applied  against  the  contribution  limits in a later  year if the
contributions in the later year are less than the limit. This penalty tax can be
avoided if the excess  amount,  together with any earnings on it, is returned to
you  before  the due date of your tax  return  for the year for which the excess
amount was contributed.  Any earnings so distributed will be taxable in the year
for which the  contribution  was made and may be  subject  to the 10%  premature
distribution  penalty tax (SEE PART III,  PREMATURE IRA  DISTRIBUTIONS).  The 6%
excess  contribution  penalty  tax will  apply to each  year the  excess  amount
remains in the IRA Plan, until it is removed either by having it returned to you
or by making a reduced  contribution  in a  subsequent  year.  To the  extent an
excess  contribution is absorbed in a subsequent year by contributing  less than
the maximum  deduction  allowable  for that year,  the amount  absorbed  will be
deductible in the year applied  (provided you are eligible to take a deduction).
If a taxpayer transfers amounts contributed for a tax year to a Regular IRA (and
any earnings allocated to such amounts) to a Roth IRA by the due date for filing
the return for such tax year (not  including  extensions),  the  amounts are not
included in the  taxpayer's  gross  income to the extent that no  deduction  was
allowed for the contribution.

EXCESS CONTRIBUTIONS TO A CONVERSION ROTH IRA: If you are ineligible and convert
a Regular IRA to a Conversion  Roth IRA, all or a part of the amount you convert
may be an excess contribution.  (Examples may include conversions made when your
Roth AGI  exceeds  $100,000  or  because  you fail to timely  make the  rollover
contribution  from the Regular IRA to the Conversion Roth IRA). You will have an
excess  contribution if the ineligible amounts you convert and the contributions
you make to all your IRAs for the tax year exceed your IRA  contribution  limits
for the year. To avoid the 6%

                                      QD-5
                               IRA/SEP/SIMPLE/ROTH
                                  ACCLAIM! 2/98
<PAGE>

excise tax on excess  contributions,  you must withdraw the excess contributions
plus earnings before the due date of your tax return. In addition, an ineligible
conversion may have other  significant tax consequences to the extent conversion
amounts  are  treated as excess  contributions.  First,  distributions  from the
Regular IRA will not be eligible for the special tax treatment  which applies to
conversions.  For example,  if an  ineligible  conversion  is made in 1998,  the
amounts  ineligible for  conversion  will not be eligible to be spread over four
years for income tax purposes and to the extent  taxable,  may be subject to the
10%  premature  distribution  penalty.  Second,  even though you must remove the
excess contributions from the Roth Conversion IRA, you may not be able to return
these amounts to your Regular IRA.  Therefore,  you may lose future tax-deferred
growth on amounts you incorrectly convert.

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

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

TAXABILITY OF ROTH IRA DISTRIBUTIONS:  "Qualified distributions" from a Roth IRA
are not  included  in the  taxpayer's  gross  income and are not  subject to the
additional  ten percent (10%) early  withdrawal  penalty tax. To be a "qualified
distribution," the distribution must satisfy a five-year holding period and meet
one of the  following  four  requirements:  (1) be made on or after  the date on
which the  individual  attains age 59 1/2; (2) be made to a  beneficiary  or the
individual's  estate on or after the individual's  death; (3) be attributable to
the individual being disabled; or (4) be a distribution to pay for a "qualified"
first-time  home purchase (up to a lifetime limit of $10,000).  In the case of a
rollover  or  conversion  from a  Regular  IRA to a  Conversion  Roth  IRA,  the
five-year holding period for escaping  inclusion in income begins with the first
day of the tax year in which the most recent rollover or conversion contribution
is made to the  Conversion  Roth IRA.  For a Regular  Roth  IRA,  the  five-year
holding period begins with the first day of the year you made any  contributions
to a Regular Roth IRA.

If a  distribution  from a  Roth  IRA is  not a  qualified  distribution  and it
includes earnings, the earnings distributed are includable in taxable income and
may be  subject  to the 10%  premature  distribution  penalty.  (SEE  PART  III,
PREMATURE IRA DISTRIBUTIONS).

Unlike Regular IRAs,  distributions from Roth IRAs come first from contributions
and converted  amounts and last from  earnings.  Generally,  all Roth IRAs (both
Regular Roth IRAs and Conversion  Roth IRAs) must be treated as one for purposes
of determining the taxation of distributions.  However,  in some  circumstances,
one or more Roth IRAs may have to be treated separately.

You  should  be aware  that  Congress  has  before  it  legislation  that  would
substantially  revise these rules. To ensure that you receive the tax result you
desire,  you should  consult with your tax advisor  before taking a distribution
from a Roth IRA.

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

PREMATURE  IRA  DISTRIBUTIONS:  There is a 10%  penalty  tax on taxable  amounts
distributed  from your IRA (including the taxable  portion of any  non-qualified
distributions  from a Roth IRA) prior to the  attainment  of age 59 1/2,  except
for: (1) distributions  made to a beneficiary on or after the owner's death; (2)
distributions  attributable  to the  owner's  being  disabled as defined in Code
Section 72(m)(7):  (3) distributions  that are part of a series of substantially
equal periodic  payments (made at least  annually) for the life of the annuitant
or  the  joint  lives  of  the  annuitant  and  his  or  her  beneficiary;   (4)
distributions made on or after January 1, 1997 for medical expenses which exceed
7.5% of the  annuitant's  adjusted gross income;  (5)  distributions  made on or
after January 1, 1997, to purchase  health  insurance for the individual  and/or
his or her spouse and  dependents  if he or she: (a) has  received  unemployment
compensation for 12 consecutive  weeks or more; (b) the  distributions  are made
during the tax year that the unemployment  compensation is paid or the following
tax year; and (c) the individual has not been  re-employed  for 60 days or more;
(6) distributions  made on or after January 1, 1998 for certain qualified higher
education  expenses of the  taxpayer,  the  taxpayer's  spouse,  or any child or
grandchild of the taxpayer or the taxpayer's spouse; or (7) qualified first-time
home  buyer  distributions  made on or after  January  1, 1998 (up to a lifetime
maximum of $10,000) used within 120 days of withdrawal to buy,  build or rebuild
a first  home that is the  principal  residence  of the  individual,  his or her
spouse, or any child,  grandchild,  or ancestor of the individual or spouse. The
part of a  distribution  attributable  to  non-deductible  contributions  is not
includable  in  income  and is not  subject  to the 10%  penalty.  In  addition,
distributions  from a SIMPLE Plan during the  two-year  period  beginning on the
date the  employee  first  participated  in the  employer's  SIMPLE Plan will be
subject  to  a  25%  (rather  than  10%)  premature  distribution  penalty  tax.
Distributions  from a Roth IRA made before the  expiration  of the  applicable 5
year holding period (SEE TAXABILITY OF ROTH IRA  DISTRIBUTIONS)  are not treated
as qualified  distributions and are subject to the 10% penalty tax to the extent
they are includable in taxable income.

MINIMUM  REQUIRED  DISTRIBUTIONS:  SEE PART II, MINIMUM  DISTRIBUTIONS  FOR IRAS
OTHER  THAN  ROTH  IRAS and ROTH IRA  MINIMUM  DISTRIBUTION  REQUIREMENTS.  If a
minimum  distribution is not made from your IRA (including a Roth IRA) for a tax
year in which it is required,  the excess,  in any taxable  year,  of the amount
that should have been distributed over the amount that was actually  distributed
is subject to an excise tax of 50%.

GIFT AND ESTATE TAX  CONSEQUENCES:  The  designation of a beneficiary to receive
funds  from a Regular  or a Roth IRA is not  considered  a  transfer  subject to
federal gift taxes.  However,  funds  remaining in your IRA (Regular or Roth) at
the time of your  death are  includable  in your  federal  gross  estate for tax
purposes.

MAXIMUM  DISTRIBUTIONS:  The Taxpayer  Relief Act of 1997  repealed both the 15%
excess  accumulation  estate  tax  and  excess  distribution  excise  tax  which
previously  applied to excess retirement plan  accumulations at death and excess
lifetime  retirement  plan  distributions.  These  rules are  repealed  for plan
distributions made and decedents who die after December 31, 1996.

                                      QD-6
                              IRA/SEP/SIMPLE/ROTH
                                 ACCLAIM! 2/98
<PAGE>

TAX FILING-REGULAR IRAS: You are not required to file a special IRA tax form for
any taxable year (1) for which no penalty tax is imposed with respect to the IRA
Plan, and (2) in which the only  activities  engaged in, with respect to the IRA
Plan,   are  making   deductible   contributions   and   receiving   permissible
distributions. Information regarding such contributions or distributions will be
included on your regular Form 1040.  In some years,  you may be required to file
Form 5329 and/or Form 8606 in  connection  with your Regular  IRA.  Form 5329 is
filed as an  attachment  to Form  1040 or 1040A  for any tax year  that  special
penalty taxes apply to your IRA. If you make  non-deductible  contributions to a
regular IRA, you must designate those  contributions as  non-deductible  on Form
8606 and attach it to your Form 1040 or 1040A. There is a $100 penalty each time
you overstate  the amount of your  non-deductible  contributions  unless you can
prove the overstatement was due to reasonable cause.  Additional  information is
required on Form 8606 in years you receive a  distribution  from a Regular  IRA.
There is a $50 penalty for each failure to file a required  Form 8606 unless you
can prove the  failure was due to  reasonable  cause.  For further  information,
consult  the  instructions  for Form  5329  (Additional  Taxes  Attributable  to
Qualified Retirement Plans (including IRAs),  Annuities,  and Modified Endowment
Contracts), Form 8606 and IRS Publication 590.

TAX  FILING-ROTH  IRA:  It is  your  responsibility  to  keep  records  of  your
contributions  to a Roth IRA and to file  any  income  tax  forms  the  Internal
Revenue  Service  may  require  of you as a Roth IRA  owner.  You may need  this
information to calculate your taxable  income when  distributions  from the Roth
IRA begin.

TAX  ADVICE:  AVLIC  is  providing  this  general  information  as  required  by
regulations issued under the Internal Revenue Code and assumes no responsibility
for its  application  to your  particular  tax  situation.  Please  consult your
personal tax advisor regarding specific questions you may have.

With  respect to ROTH IRAS,  you  should be aware  that  Congress  has before it
legislation that would substantially  revise the rules relating to distributions
from and  conversions  to Roth IRAs  which may apply  retroactive  to January 1,
1998.  Because  of  this,  you  should  consult  with  a tax  advisor  prior  to
establishing,  making contributions to, or taking distributions from a Roth IRA,
to ensure that you receive the tax result you anticipate.

ADDITIONAL INFORMATION: You may obtain more information about IRA Plans from any
district office of the IRS and IRS Publication 590.

PART IV.  STATUS OF AMERITAS IRA PLAN:
- --------------------------------------

INTERNAL REVENUE SERVICE APPROVAL LETTER: AVLIC will apply for approval from the
Internal  Revenue  Service  as to the form of (Form  4880),  for use in  funding
Regular  IRA,  SIMPLE IRA and Roth IRA plans.  You may be  required  to accept a
revised  IRA  endorsement  if the  IRS  requires  changes  to  your  issued  IRA
endorsement during the IRS approval process. Such approval,  when received, is a
determination  only  as to the  form  of the  Annuity  Contract,  and  does  not
represent a determination of the merits of the annuity.

PART V.  FINANCIAL DISCLOSURE:
- ------------------------------

The  following  is a  general  description  and  required  financial  disclosure
information for the variable annuity product, OVERTURE ACCLAIM! Variable Annuity
(Form 4880) offered by AVLIC, hereafter referred to as the policy.

In order for you to achieve your retirement  objectives,  you should be prepared
to make  your IRA Plan a long  term  savings  program.  An IRA is not  suited to
short-term savings,  nor was it intended to be by Congress,  as indicated by the
general rule that penalties apply to withdrawals  before age 59 1/2,  subject to
certain exceptions (see PART III;  PREMATURE IRA  DISTRIBUTIONS).  However,  you
should be aware of the values in your IRA Plan during the early years as well as
at retirement.

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

Premium  payments and subsequent  allocations to the Fixed Account are placed in
the general account of AVLIC which supports  insurance and annuity  obligations.
Policyowners  are paid  interest on the amounts  placed in the Fixed  Account at
guaranteed rates (3.0%) or at higher rates declared by AVLIC.

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

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

The accumulation  value is expected to change from valuation period to valuation
period,  reflecting the net investment  experience of the selected portfolios of
the Funds,  interest earned in the Fixed Account,  additional  premium payments,
partial  withdrawals,  as well as the deduction of any applicable  charges under
the  policy.  GROWTH  IN THE  ACCUMULATION  VALUE  BASED ON  INVESTMENTS  IN THE
SEPARATE ACCOUNT IS NEITHER GUARANTEED NOR PROJECTED.

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

                                      QD-7
                              IRA/SEP/SIMPLE/ROTH
                                  ACCLAIM! 2/98
<PAGE>

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

ANNUAL POLICY FEE: An annual policy fee of $36, $30 in North Dakota, is deducted
from the  accumulation  value on the last valuation date of each policy year and
on a full  withdrawal if between policy  anniversaries.  This charge  reimburses
AVLIC for the administrative  costs of maintaining the policy on AVLIC's system.
This  charge  may be  increased  to a  maximum  of $40  and  may be  reduced  or
eliminated. AVLIC currently waives this charge if the accumulation value of your
policy is at least $50,000.

DAILY  ADMINISTRATIVE  FEE:  A daily  charge  at an  annual  rate of .15% of the
accumulation  value.  This  charge  is  subtracted  when  determining  the daily
accumulation unit value.  This charge,  which is guaranteed not to be increased,
is  designed  to  reimburse  AVLIC  for  administrative   expenses  incurred  in
connection with issuing the policy and ongoing administrative  expenses incurred
in connection  with  servicing and  maintaining  the  policies.  These  expenses
include the cost of processing the application and premium payment, establishing
policy records,  processing and servicing owner transactions and policy changes,
recordkeeping,  preparing and mailing reports,  processing death benefit claims,
and overhead costs.

MORTALITY  AND EXPENSE RISK CHARGE:  AVLIC imposes a charge to compensate it for
bearing  certain  mortality and expense  risks under the policies.  For assuming
these risks,  AVLIC makes a daily charge equal to an annual rate of 1.25% of the
value of the average daily net assets of the Account.  This charge is subtracted
when determining the daily  accumulation unit value.  AVLIC guarantees that this
charge will never  increase.  If this charge is  insufficient  to cover  assumed
risks, the loss will fall on AVLIC.  Conversely,  if the charge proves more than
sufficient,  any  excess  will be added to AVLIC's  surplus.  No  mortality  and
expense risk charge is imposed on the Fixed Account.

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

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

SALES  COMMISSIONS:  No deductions are made from the premium  payments for sales
charges.  Commissions  paid by AVLIC to  broker-dealers  may  vary,  but are not
expected to exceed 1% of premiums  paid.  Broker-dealers  may also receive asset
based administrative  compensation of up to 1% (annualized).  From time to time,
additional sales incentives may be provided to broker-dealers.

                                      QD-8
                              IRA/SEP/SIMPLE/ROTH
                                 ACCLAIM! 2/98

<PAGE>

Ameritas Variable Life              EMPLOYEE BENEFIT PLAN
  Insurance Company Logo            INFORMATION STATEMENT           
                                    
                                    401(A) PENSION/PROFIT SHARING PLANS
- --------------------------------------------------------------------------------
For  purchasers  of a 401(a)  Pension/Profit  Sharing  Plan the  purpose of this
statement is to inform you as an independent  Fiduciary of the Employee  Benefit
Plan,  of the  Sales  Representative's  relationship  to and  compensation  from
Ameritas Variable Life Insurance Company (AVLIC), as well as to describe certain
fees and charges  under the  OVERTURE  ACCLAIM!  variable  annuity  Policy being
purchased from the Sales Representative.

The Sales Representative is appointed with AVLIC as its Sales Representative and
is  a  Securities  Registered  Representative.   In  this  position,  the  Sales
Representative  is  employed  to procure  and submit to AVLIC  applications  for
contracts, including applications for OVERTURE ACCLAIM! variable annuity.

COMMISSIONS, FEES AND CHARGES

The following commissions,  fees and charges apply to OVERTURE ACCLAIM! variable
annuity (policy):

SALES  COMMISSION:  No deductions  are made from the premium  payments for sales
charges.  Commissions  paid by AVLIC to  broker-dealers  may  vary,  but are not
expected to exceed 1% of premiums paid. Broker-dealers may also receive an asset
based administrative  compensation of up to 1% (annualized).  From time to time,
additional sales incentives may be provided to broker-dealers.

ANNUAL POLICY FEE: An annual policy fee of $36, $30 in North Dakota, is deducted
from the  accumulation  value in the policy on the last  valuation  date of each
policy year or on a full withdrawal if between policy anniversaries. This charge
reimburses  AVLIC for the  administrative  costs of  maintaining  the  policy on
AVLIC's  system.  This  charge may be  increased  to a maximum of $40 and may be
reduced or eliminated.  AVLIC currently  waives this charge if the  accumulation
value of your policy is at least $50,000.

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

MORTALITY  AND EXPENSE RISK CHARGE:  AVLIC imposes a charge to compensate it for
bearing  certain  mortality and expense risks under the policies.  AVLIC makes a
daily charge equal to an annual rate of 1.25% of the value of the average  daily
net assets of the Account  under the policies.  This charge is  subtracted  when
determining the daily accumulation unit value. AVLIC guarantees that this charge
will never increase.  If this charge is insufficient to cover assumed risks, the
loss will fall on AVLIC. Conversely,  if the charge proves more than sufficient,
any excess will be added to AVLIC's surplus.

No mortality and expense risk charge is imposed on the Fixed Account.

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

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

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

                                      QD-9
                                     Pension

<PAGE>

Part B                                               Registration No.  333-36507

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                              SEPARATE ACCOUNT VA-2

                       STATEMENT OF ADDITIONAL INFORMATION

                                       FOR

                    FLEXIBLE 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  Flexible  Premium  Variable  Annuity  Policy
("Policy")  offered by Ameritas Variable Life Insurance Company  ("AVLIC").  You
may obtain a copy of the  Prospectus  dated June 1,  1998,  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:  June 1, 1998

<PAGE>

                                TABLE OF CONTENTS


GENERAL INFORMATION AND HISTORY ........................................  2
- -------------------------------

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

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

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

          Calculation of Performance Data ..............................  2
          -------------------------------

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

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

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

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

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

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

          Joint Annuitant ..............................................  6
          ---------------

          IRS Required Distributions ...................................  6
          --------------------------

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

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

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

          Qualified Policies ...........................................  7
          ------------------ 

DISTRIBUTION OF THE POLICY .............................................  7
- --------------------------

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

AVLIC...................................................................  8
- -----

STATE REGULATION .......................................................  8
- ----------------

LEGAL MATTERS  .........................................................  8
- -------------

EXPERTS ................................................................  8
- -------

OTHER INFORMATION ......................................................  8
- -----------------

FINANCIAL STATEMENTS ...................................................  8
- --------------------

                                      - 1 -
<PAGE>

GENERAL INFORMATION AND HISTORY:
- -------------------------------

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

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

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

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

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

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

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

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

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

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

      (4)   any annual policy fee 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 .003415% (equivalent to an annual rate of 1.25% of
            the average daily net assets) for mortality and expense risks; minus

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

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

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

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

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

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

      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

                                       -2-
<PAGE>
(measure for  inflation) to assess the real rate of return from an investment in
a contract.  Unmanaged  indices may assume the  reinvestment  of  dividends  but
generally  do  not  reflect   deductions  for  annuity  charges  and  investment
management costs.

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

     Standardized  average  annual total returns will be provided for the period
since the Subaccounts  have been offered in the Separate  Account.  Total return
data  may be  advertised  based  on the  period  of  time  that  the  underlying
portfolios  have been in  existence.  The  results  for any period  prior to the
Contract  being  offered will be calculated as if the Contracts had been offered
during that period of time, with all charges  assumed to be those  applicable to
the  Contracts.  The tables below are  established  to  demonstrate  performance
results for each  underlying  portfolio  with  charges  deducted at the Separate
Account  level as if the policy had been in force from the  commencement  of the
portfolio.  The  performance  information is based on the historical  investment
experience  of the  underlying  portfolios  and does not  indicate or  represent
future performance.

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

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

     The  subaccounts  will quote  average  annual  returns for the period since
offered in the Separate Account, after deducting charges at the Separate Account
level.  The average annual total returns will be computed by finding the average
annual compounded rates of return over a period of one, five, and ten years (or,
if less, up to the life of the portfolio),  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  hypothical  investment  payment  of  $1,000,  T is the
average annual total return, n is the number of years, and ERV is the withdrawal
value  at the  end of  the  periods  shown.  This  formula  is  used  to  obtain
standardized average annual total return. The returns will reflect the mortality
and expense risk charge (1.25% on an annual basis),  daily administrative fee at
an annual rate of .15% and the annual policy fee. The following  table shows the
average annual total return on a hypothetical  investment in the subaccounts for
the last year,  five years,  and ten years if applicable  (or from the date that
the subaccount  began  operations if less),  for the period ending  December 31,
1997. There is no surrender  charge,  so the average annual total return will be
the same for the relevant time periods if the contract is continued.

            AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDING ON 12/31/97

<TABLE>
<CAPTION>
                                                                         Ten Year or
                   Subaccount                                          Since Offered in
                   Inception Date         One Year        Five Year    Separate Account
                   --------------------------------------------------------------------

Portfolios
- ----------

Fidelity VIP
- ------------
<S>                       <C>               <C>            <C>          <C>
Equity-Income              10/23/87          22.74%         15.58%       11.24%*
Growth                     10/23/87          18.17%         13.37%       11.81%*
High Income                10/23/87          12.44%          9.21%        6.86%*
Overseas                   10/23/87           6.41%          9.71%        4.83%*
Fidelity VIP II
- ---------------
Asset Manager              12/01/89          15.39%          8.19%        8.33%
Inv. Grade Bond            06/01/91           3.95%          2.14%        2.35%
Asset Manager: Growth      08/01/95          19.81%           NA         13.96%
Index 500                  08/01/95          27.27%           NA          9.94%
Contrafund                 08/01/95          18.83%           NA         12.79%

</TABLE>
                                      -3-

<PAGE>

            AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDING ON 12/31/97
<TABLE>
<CAPTION>
                                                                                              
                                                                    Ten Year or      
                      Subaccount                                 Since Offered in     
                      Inception Date    One Year     Five Year   Separate Account
                      ------------------------------------------------------------

 Portfolios
- ------------- 

Alger American Fund
- -------------------
<S>                        <C>           <C>           <C>         <C>       
 Growth                     05/01/92      20.40%        14.72%        9.92%
 Income and Growth          05/01/92      30.80%        12.40%        7.75%
 Small Capitalization       05/01/92       6.25%         7.90%        6.60%
 Balanced                   05/01/93      14.56%          NA          4.95%
 MidCap Growth              05/01/93       9.81%          NA         18.07%
 Leveraged AllCap           08/01/95      14.42%          NA         10.51%
MFS Variable Ins. Trust
- -----------------------
 Emerging Growth            08/01/95      16.62%          NA         19.19%
 Utilities                  08/01/95      26.29%          NA         17.89%
 World Governments          08/01/95      -6.10%          NA         -1.45%
 Research                   05/01/97        NA            NA          6.43%
 Growth With Income         05/01/97        NA            NA          8.87%
Morgan Stanley Universal Funds, Inc.
- ------------------------------------
 Emerging Markets Equity    05/01/97        NA            NA          8.38%
 Global Equity              05/01/97        NA            NA         15.32%
 International Magnum       05/01/97        NA            NA          1.45%
 Asian Equity               05/01/97        NA            NA        -48.89%
 U.S. Real Estate           05/01/97        NA            NA         28.06%
</TABLE>


* 10 Year Figure


Performance
- -----------

     Quotations  of  average  annual  total  return  may  also  be  shown  for a
subaccount  for periods prior to the date the portfolio was offered  through the
Separate  Account,  based upon the actual  historical  performance of the mutual
fund portfolio in which that subaccount invests.  This information  reflects all
actual  charges and  deductions  of the mutual fund  portfolio  and all Separate
Account   charges  and   deductions,   with  respect  to  the  Contracts,   that
hypothetically  would have been made had the Separate  Account,  with respect to
the Contracts,  been invested in these portfolios for all the periods indicated.
This is  calculated in a manner  similar to  standardized  average  annual total
return except the total return is based on an initial investment of $60,000. The
following  table  shows  the  historical  average  annual  total  return  on  an
investment in the subaccounts for the last year, five years,  and ten years (or,
if less, up to the life of the  portfolio)  for the period  ending  December 31,
1997.

      HISTORICAL AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDING ON 12/31/97
<TABLE>
<CAPTION>
                                                                                        10 Years or
    Portfolios                        Inception         One Year         Five Year     Life of Fund
- ------------------                    ---------         --------         ---------     ------------
Fidelity VIP
- ------------
<S>                                 <C>                 <C>               <C>             <C>    
Equity-Income                          10/9/86           26.34%            18.49%          15.08%*
Growth                                 10/9/86           21.77%            16.37%          15.54%*
High Income                            9/19/85           16.04%            12.33%          11.22%*
Overseas                               1/28/87           10.01%            12.53%           8.05%*
Fidelity VIP II
- ---------------
Asset Manager                           9/6/89           18.98%            11.42%           11.17%
Inv. Grade Bond                        12/5/88            7.55%             5.62%            6.77%
Asset Manager: Growth                   1/3/95           23.41%             N/A             21.36%
Index 500                              8/27/92           30.87%            18.24%           18.20%
Contrafund                              1/3/95           22.43%             N/A             26.40%
Alger American Fund
- -------------------
Growth                                  1/9/89           24.00%            17.62%           17.82%
Income and Growth                     11/15/88           34.40%            15.78%           12.22%
Small Capitalization                   9/21/88            9.84%            11.08%           17.57%
Balanced                                9/5/89           18.16%            10.31%            8.36%
MidCap Growth                           5/3/93           13.41%             N/A             20.39%
Leveraged AllCap                       1/25/95           18.02%             N/A             31.70%
MFS Variable Ins. Trust
- -----------------------
Emerging Growth                        7/24/95           20.22%             N/A             21.82%
Utilities                               1/3/95           29.89%             N/A             26.17%
World Governments                      6/14/94           -2.50%             N/A              3.46%
Research                               7/26/95           18.59%             N/A             20.45%
Growth With Income                     10/9/95           28.00%             N/A             25.85%
Morgan Stanley Universal Funds, Inc.
- ------------------------------------
Emerging Markets Equity                10/1/96           -1.10%             N/A            -2.89 %
Global Equity                           1/2/97            N/A               N/A            18.50 %
International Magnum                    1/2/97            N/A               N/A             5.87 %
Asian Equity                            3/3/97            N/A               N/A           -50.48 %
U.S. Real Estate                        3/3/97            N/A               N/A            20.37 %

* 10 Year Figure
</TABLE>


                                       -4-
<PAGE>

     In addition to average annual returns, the subaccounts may quote unaveraged
or  cumulative  total  returns  reflecting  the  simple  change  in  value of an
investment over a stated period. The cumulative total return on an investment in
the subaccounts will be shown for the period of one, five, and ten years (or, if
less, up to the life of the  portfolio).  The returns will reflect the mortality
and expense risk charge (1.25% on an annual basis),  daily administration fee at
an annual rate of .15%, and the annual policy fee. There is no surrender charge,
so the cumulative total return will be the same for the relevant time periods if
the contract is continued.

     The  following  table shows the  historical  cumulative  total return on an
investment  of $60,000 in the  subaccounts  for the last year,  five years,  ten
years (or,  if less,  up to the life of the  portfolio)  for the  period  ending
December 31, 1997.
<TABLE>
<CAPTION>

HISTORICAL CUMULATIVE TOTAL RETURN FOR PERIOD ENDING ON 12/31/97

                                                                                                 10 Years or
    Portfolios                             Inception             One Year           Five Year    Life of Fund
- ------------------                         ---------             --------           ---------    ------------
Fidelity VIP
- ------------
<S>                                         <C>                   <C>                <C>           <C> 
Equity-Income                                10/9/86               26.34%             133.58%       307.91%*
Growth                                       10/9/86               21.77%             113.37%       324.48%*
High Income                                  9/19/85               16.04%              78.82%       189.97%*
Overseas                                     1/28/87               10.01%              80.47%       116.96%*
Fidelity VIP II
- ---------------
Asset Manager                                 9/6/89               18.98%              71.69%       141.46%
Inv. Grade Bond                              12/5/88                7.55%              31.44%        81.24%
Asset Manager: Growth                         1/3/95               23.41%               N/A          78.57%
Index 500                                    8/27/92               30.87%             131.10%       144.51%
Contrafund                                    1/3/95               22.43%               N/A         101.69%
Alger American Fund
- -------------------
Growth                                        1/9/89               24.00%             125.16%       336.04%
Income and Growth                           11/15/88               34.40%             108.01%       186.49%
Small Capitalization                         9/21/88                9.84%              69.13%       349.23%
Balanced                                      9/5/89               18.16%              63.36%        95.13%
MidCap Growth                                 5/3/93               13.41%               N/A         137.68%
Leveraged AllCap                             1/25/95               18.02%               N/A         124.35%
MFS Variable Ins. Trust
- -----------------------
Emerging Growth                              7/24/95               20.22%               N/A          61.90%
Utilities                                     1/3/95               29.89%               N/A         100.57%
World Governments                            6/14/94               -2.50%               N/A          12.85%
Research                                     7/26/95               18.59%               N/A          57.32%
Growth With Income                           10/9/95               28.00%               N/A          67.00%
Morgan Stanley Universal Funds, Inc.
- ------------------------------------
Emerging Markets Equity                      10/1/96               -1.10%               N/A          -3.60%
Global Equity                                 1/2/97                N/A                 N/A          18.39%
International Magnum                          1/2/97                N/A                 N/A           5.83%
Asian Equity                                  3/3/97                N/A                 N/A         -44.20%
U.S. Real Estate                              3/3/97                N/A                 N/A          16.64%

* 10 Year Figure
</TABLE>


     The  historical  net average yield for the 7-day period ended  December 31,
1997 for the Money Market Fund was 3.74% and the historical  effective yield for
the 7-day period ended December 31, 1997 for the Money Market Fund was 3.81%.

Yields
- ------

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

     Current yield for Money Market subaccount  reflects the income generated by
a subaccount over a 7 day period. Current yield is calculated by determining the
net change, exclusive of capital changes, in the value of a hypothetical account
having one  Accumulation  Unit at the beginning of the period  adjusting for the
maintenance  charge,  and dividing the difference by the value of the subaccount
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) SUP 365/7] - 1.

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

                                       -5-
<PAGE>

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

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

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

Ownership
- ---------

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

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

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

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

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

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

                                       -6-
<PAGE>

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

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

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

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

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

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

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

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

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

                                       -7-
<PAGE>

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

      Compensation  for the Policies and for all other variable annuity policies
issued  by AVLIC  totaled  $11,961,951  for  1997;  $10,067,075  for  1996;  and
$6,896,847 for 1995.


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

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


AVLIC
- -----

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

      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, 1997 and 1996,  and
for each of the three  years in the period  ended  December  31,  1997,  and the
financial statements  of Separate  Account VA-2 as of December 31, 1997, and for
each of the two 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  Separate
Account.

                                       -8-
<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, 1997,
and the related  statements of operations  and changes in net assets for each of
the two 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, 1997. 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, 1997, and the results of its operations
and  changes  in its net  assets  for each of the two years in the  period  then
ended, in conformity with generally accepted accounting principles.




/s/ Deloitte & Touche LLP


Lincoln, Nebraska
February 2, 1998
<PAGE>
<TABLE>
<CAPTION>
                     AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                             STATEMENT OF NET ASSETS
                             -----------------------
                                DECEMBER 31, 1997
                                -----------------

ASSETS

INVESTMENTS AT NET ASSET VALUE:

     VARIABLE INSURANCE PRODUCTS FUND:
     ---------------------------------
        <S>                                                                                         <C>   

         Money Market Portfolio - 58,077,286.870 shares at
           $1.00 per share (cost $58,077,287)             
                                                                                                     $        58,077,287
         Equity-Income Portfolio - 7,361,912.916 shares at
           $24.28 per share (cost $119,682.351)                                                              178,747,246

         Growth Portfolio - 3,384,599.320 shares at
           $37.10 per share (cost $72,572,355)                                                               125,568,635

         High Income Portfolio - 4,439,239.772 shares at
           $13.58 per share (cost $47,744,396)                                                                60,284,876

         Overseas Portfolio - 2,871,975.918 shares at
           $19.20 per share (cost $41,276,587)                                                                55,141,938

     VARIABLE INSURANCE PRODUCTS FUND II:
     ------------------------------------
         Asset Manager Portfolio - 8,067,994.337 shares at
           $18.01 per share (cost $110,214,804)                                                              145,304,578

         Investment Grade Bond Portfolio - 2,680,009.791 shares at
           $12.56 per share (cost $31,289,066)                                                                33,660,923

         Contrafund Portfolio - 2,467,467.035 shares at
            $19.94  per share (cost $38,418,603)                                                              49,201,293

         Index 500 Portfolio - 551,209.193 shares at
            $114.39 per share (cost $50,487,012)                                                              63,052,819

         Asset Manager: Growth Portfolio - 876,715.624 shares at
            $16.36 per share (cost $11,982,484)                                                               14,343,068

     ALGER AMERICAN FUND:
     --------------------
         Small Capitalization Portfolio - 1,594,180.984 shares at
           $43.75 per share (cost $51,737,582)                                                                69,745,418

         Growth Portfolio - 1,291,695.359 shares at
            $42.76 per share (cost $36,800,554)                                                               55,232,893

         Income and Growth Portfolio - 2,269,279.878 shares at
            $10.99 per share (cost $22,858,940)                                                               24,939,386

         Midcap Growth Portfolio - 1,379,829.066 shares at
           $24.18 per share (cost $25,840,414)                                                                33,364,267

         Balanced Portfolio - 760,580.036 shares at
           $10.76 per share (cost $8,025,728)                                                                  8,183,841

         Leveraged Allcap Portfolio - 357,163.335 shares at
           $23.17 per share (cost $6,723,044)                                                                  8,275,474



     The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                             STATEMENT OF NET ASSETS
                             -----------------------
                                DECEMBER 31, 1997
                                -----------------


ASSETS, CONTINUED

     MFS VARIABLE INSURANCE TRUST:
     -----------------------------
        <S>                                                                                           <C>   
         Emerging Growth Series Portfolio - 2,257,625.308 shares at
           $16.14 per share (cost $30,505,051)                                                                36,438,072

         World Governments Series Portfolio - 208,268.140 shares at
           $10.21 per share (cost $2,129,546)                                                                  2,126,418

         Utilities Series Portfolio - 831,927.658 shares at
           $17.99 per share (cost $12,048,853)                                                                14,966,378

         Research Series Portfolio - 289,420.764 shares at
           $15.79 per share (cost $4,440,676)                                                                  4,569,954

         Growth with Income Series Portfolio - 820,397.016 shares at
           $16.44 per share (cost $12,813,533)                                                                13,487,327

     MORGAN STANLEY UNIVERSAL FUNDS:
     -------------------------------
         Asian Equity Portfolio - 182,876.009 shares at
           $5.64 per share (cost $1,312,097)                                                                   1,031,421

         Emerging Markets Equity Portfolio - 322,394.901 shares at
           $9.43 per share (cost $3,701,150)                                                                   3,040,184

         Global Equity Portfolio - 248,631.218 shares at
           $11.74 per share (cost $2,888,847)                                                                  2,918,930

         International Magnum Portfolio - 280,286.412 shares at
           $10.38 per share (cost $3,188,025)                                                                  2,909,373

         U.S. Real Estate Portfolio - 263,567.027 shares at
           $11.41 per share (cost $2,865,683)                                                                  3,007,300
                                                                                                      -------------------           


                NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS                                       $     1,067,619,299
                                                                                                       ==================


    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
                            ------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------



                                                                                       VARIABLE INSURANCE PRODUCTS FUND
                                                                                 ---------------------------------------------
                                                                                      MONEY         EQUITY
                                                                                     MARKET         INCOME         GROWTH
                                                                      TOTAL         PORTFOLIO      PORTFOLIO      PORTFOLIO
                                                                  --------------- --------------  ------------  --------------
                              1997
                              ----
INVESTMENT INCOME:
<S>                                                             <C>             <C>            <C>           <C>   

 Dividend distributions received                                 $    18,333,107 $    3,951,302 $   2,247,348 $       833,612
 Mortality and expense risk charge                                   (12,015,158)      (951,568)   (1,978,672)     (1,491,200)
                                                                  --------------- --------------  ------------  --------------
NET INVESTMENT INCOME(LOSS)                                            6,317,949      2,999,734       268,676        (657,588)
                                                                  --------------- --------------  ------------  --------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain(loss) on investments                               34,973,424           ----    11,299,164       3,731,404
 Net change in unrealized appreciation(depreciation)                 118,096,018           ----    24,959,276      19,009,272
                                                                  --------------- --------------  ------------  --------------
NET GAIN(LOSS) ON INVESTMENTS                                        153,069,442           ----    36,258,440      22,740,676
                                                                  --------------- --------------  ------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $   159,387,391 $    2,999,734 $  36,527,116 $    22,083,088
                                                                  =============== ==============  ============  ==============




                              1996
                              ----
INVESTMENT INCOME:

 Dividend distributions received                                 $    13,564,184 $    3,799,567 $     166,964 $       290,515
 Mortality and expense risk charge                                    (8,898,318)      (915,893)   (1,517,611)     (1,328,474)
                                                                  --------------- --------------  ------------  --------------
NET INVESTMENT INCOME(LOSS)                                            4,665,866      2,883,674    (1,350,647)     (1,037,959)
                                                                  --------------- --------------  ------------  --------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain(loss) on investments                               25,240,462           ----     4,786,292       7,335,502
 Net change in unrealized appreciation(depreciation)                  40,926,181           ----    10,895,466       5,069,624
                                                                  --------------- --------------  ------------  --------------
NET GAIN(LOSS) ON INVESTMENTS                                         66,166,643           ----    15,681,758      12,405,126
                                                                  --------------- --------------  ------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $    70,832,509 $    2,883,674 $  14,331,111 $    11,367,167
                                                                  =============== ==============  ============  ==============






(1) Commenced business 08/25/95.
(2) Commenced business 09/21/95.
(3) Commenced business 09/15/95.

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



   VARIABLE INSURANCE PRODUCTS FUND                                 VARIABLE INSURANCE PRODUCTS FUND II

- ----------------------------------------  ----------------------------------------------------------------------------------------
                                               ASSET         INVESTMENT                                         ASSET MANAGER
      HIGH INCOME          OVERSEAS           MANAGER        GRADE BOND       CONTRAFUND        INDEX 500           GROWTH
       PORTFOLIO          PORTFOLIO          PORTFOLIO        PORTFOLIO       PORTFOLIO (1)    PORTFOLIO (2)      PORTFOLIO (3)
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
<S>                 <C>                <C>               <C>              <C>               <C>              <C>


$          3,454,785 $          920,980 $       4,269,843 $      1,567,477 $         238,666 $        238,743 $              ----
            (640,776)          (738,232)       (1,677,072)        (353,893)         (505,870)        (585,714)           (127,412)
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           2,814,009            182,748         2,592,771        1,213,584          (267,204)        (346,971)           (127,412)
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------


             426,996          3,656,013        10,710,793             ----           630,759          484,440               7,452
           4,550,641          3,210,442        10,040,817          877,219         7,170,889       11,124,629           2,228,379
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           4,977,637          6,866,455        20,751,610          877,219         7,801,648       11,609,069           2,235,831
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
$          7,791,646 $        7,049,203 $      23,344,381 $      2,090,803 $       7,534,444 $     11,262,098 $         2,108,419
   ==================  =================  ================ ================  ================  ===============  ==================








$          2,675,076 $          609,688 $       4,137,329 $      1,152,156 $            ---- $         11,145 $            41,977
            (502,495)          (667,514)       (1,484,230)        (312,284)         (190,299)         (84,732)            (14,233)
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           2,172,581            (57,826)        2,653,099          839,872          (190,299)         (73,587)             27,744
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------


             523,384            670,657         3,411,482             ----            36,378           28,660              76,905
           2,214,664          5,099,697         8,603,434         (301,584)        3,604,329        1,418,021             135,704
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           2,738,048          5,770,354        12,014,916         (301,584)        3,640,707        1,446,681             212,609
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
$          4,910,629 $        5,712,528 $      14,668,015 $        538,288 $       3,450,408 $      1,373,094 $           240,353
   ==================  =================  ================ ================  ================  ===============  ==================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------

                                                                                      ALGER AMERICAN FUND
                                                                 ---------------------------------------------------------------
                                                                      SMALL                        INCOME AND        MIDCAP
                                                                  CAPITALIZATION     GROWTH          GROWTH          GROWTH
                                                                    PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO
                                                                  --------------- --------------  --------------  --------------
                              1997
                              ----
<S>                                                             <C>            <C>             <C>             <C>    

INVESTMENT INCOME:

 Dividend distributions received                                 $          ---- $      156,764 $        77,900 $        17,621
 Mortality and expense risk charge                                      (763,410)      (650,590)       (236,367)       (416,023)
                                                                  --------------- --------------  --------------  --------------
NET INVESTMENT INCOME(LOSS)                                             (763,410)      (493,826)       (158,467)       (398,402)
                                                                  --------------- --------------  --------------  --------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain(loss) on investments                                2,112,658        283,904         644,447         429,680
 Net change in unrealized appreciation(depreciation)                   5,974,644     10,340,154       4,535,877       3,558,421
                                                                  --------------- --------------  --------------  --------------
NET GAIN(LOSS) ON INVESTMENTS                                          8,087,302     10,624,058       5,180,324       3,988,101
                                                                  --------------- --------------  --------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $     7,323,892 $   10,130,232 $     5,021,857 $     3,589,699
                                                                  =============== ==============  ==============  ==============




                              1996
                              ----
INVESTMENT INCOME:

 Dividend distributions received                                 $          ---- $       21,310 $       144,960 $          ----
 Mortality and expense risk charge                                      (658,360)      (432,284)       (114,917)       (290,924)
                                                                  --------------- --------------  --------------  --------------
NET INVESTMENT INCOME(LOSS)                                             (658,360)      (410,974)         30,043        (290,924)
                                                                  --------------- --------------  --------------  --------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain(loss) on investments                                  228,276        900,815       4,845,801         441,180
 Net change in unrealized appreciation(depreciation)                   1,332,624      3,162,174      (3,244,881)      1,684,242
                                                                  --------------- --------------  --------------  --------------
NET GAIN(LOSS) ON INVESTMENTS                                          1,560,900      4,062,989       1,600,920       2,125,422
                                                                  --------------- --------------  --------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $       902,540 $    3,652,015 $     1,630,963 $     1,834,498
                                                                  =============== ==============  ==============  ==============






(1) Commenced business 08/30/95.                                  (4) Commenced business 09/18/95.
(2) Commenced business 08/25/95.                                  (5) Commenced business 05/01/97.
(3) Commenced business 08/24/95.                                  (6) Commenced business 05/01/97.




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



        ALGER AMERICAN FUND                                          MFS VARIABLE INSURANCE TRUST

- ------------------------------------- --------------------------------------------------------------------------------------------
                        LEVERAGED        EMERGING              WORLD              UTILITIES        RESEARCH         GROWTH WITH
      BALANCED           ALLCAP        GROWTH SERIES        GOVERNMENTS            SERIES           SERIES         INCOME SERIES
      PORTFOLIO       PORTFOLIO (1)    PORTFOLIO (2)    SERIES PORTFOLIO (3)    PORTFOLIO (4)    PORTFOLIO (5)     PORTFOLIO(6)
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------

<S>               <C>               <C>              <C>                    <C>               <C>              <C>

$           72,040 $            ---- $           ---- $               23,328 $            ---- $           ---- $          55,234
           (83,767)         (107,315)        (383,765)               (23,313)         (123,508)         (21,546)          (65,442)
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
           (11,727)         (107,315)        (383,765)                    15          (123,508)         (21,546)          (10,208)
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------


            97,681              ----             ----                 10,575              ----             ----           258,379
           937,442         1,319,217        5,563,031                (36,397)        2,737,314          129,278           673,794
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
         1,035,123         1,319,217        5,563,031                (25,822)        2,737,314          129,278           932,173
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
$        1,023,396 $       1,211,902 $      5,179,266 $              (25,807)$       2,613,806 $        107,732 $         921,965
   ================  ================ ================  =====================  ================ ================  ================






$          192,764 $            ---- $           ---- $                 ---- $         122,707 $           ---- $            ----
           (52,447)          (44,009)        (123,685)               (10,173)          (32,684)            ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
           140,317           (44,009)        (123,685)               (10,173)           90,023             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------


         1,290,283            21,457          162,364                   ----           318,381             ----              ----
        (1,099,570)          216,090          378,565                 44,953           194,795             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
           190,713           237,547          540,929                 44,953           513,176             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
$          331,030 $         193,538 $        417,244 $               34,780 $         603,199 $           ---- $            ----
   ================  ================ ================  =====================  ================ ================  ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------


                                                                             MORGAN STANLEY UNIVERSAL FUNDS

                                                                  -----------------------------------------------------
                                                                       ASIAN            EMERGING           GLOBAL
                                                                      EQUITY         MARKETS EQUITY        EQUITY
                                                                    PORTFOLIO (1)      PORTFOLIO(2)      PORTFOLIO (3)
                                                                  ----------------  ------------------ ----------------
                              1997
                              ----
INVESTMENT INCOME:
<S>                                                             <C>              <C>                 <C>    

 Dividend distributions received                                 $          1,300 $            20,729 $         18,981
 Mortality and expense risk charge                                         (3,852)            (17,436)         (12,407)
                                                                  ----------------  ------------------ ----------------
NET INVESTMENT INCOME(LOSS)                                                (2,552)              3,293            6,574
                                                                  ----------------  ------------------ ----------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain(loss) on investments                                      ----              91,711           40,539
 Net change in unrealized appreciation(depreciation)                     (280,675)           (660,966)          30,082
                                                                  ----------------  ------------------ ----------------
NET GAIN(LOSS) ON INVESTMENTS                                            (280,675)           (569,255)          70,621
                                                                  ----------------  ------------------ ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $       (283,227)$          (565,962)$         77,195
                                                                  ================  ================== ================




                              1996
                              ----
INVESTMENT INCOME:

 Dividend distributions received                                 $           ---- $              ---- $           ----
 Mortality and expense risk charge                                           ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET INVESTMENT INCOME(LOSS)                                                  ----                ----             ----
                                                                  ----------------  ------------------ ----------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:

 Net realized gain(loss) on investments                                      ----                ----             ----
 Net change in unrealized appreciation(depreciation)                         ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET GAIN(LOSS) ON INVESTMENTS                                                ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $           ---- $              ---- $           ----
                                                                  ================  ================== ================






(1) Commenced business  05/12/97.                                 (4) Commenced business 05/01/97.
(2) Commenced business  05/01/97.                                 (5) Commenced business 05/01/97.
(3) Commenced business  05/02/97.

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



      MORGAN STANLEY UNIVERSAL FUNDS          DREYFUS
   -------------------------------------  -----------------
     INTERNATIONAL         US REAL
        MAGNUM              ESTATE          STOCK INDEX
     PORTFOLIO (4)      PORTFOLIO (5)        PORTFOLIO
   ------------------  -----------------  -----------------
<S>                 <C>                <C>   


 $            86,248 $           42,620 $           37,586
             (14,166)           (12,020)           (29,822)
   ------------------  -----------------  -----------------
              72,082             30,600              7,764
   ------------------  -----------------  -----------------


               5,746             51,083               ----
            (278,652)           141,617            240,273
   ------------------  -----------------  -----------------
            (272,906)           192,700            240,273
   ------------------  -----------------  -----------------
$           (200,824)$          223,300 $          248,037
   ==================  =================  =================






 $              ---- $             ---- $          198,026
                ----               ----           (121,070)
   ------------------  -----------------  -----------------
                ----               ----             76,956
   ------------------  -----------------  -----------------


                ----               ----            162,645
                ----               ----          1,517,834
   ------------------  -----------------  -----------------
                ----               ----          1,680,479
   ------------------  -----------------  -----------------
$               ---- $             ---- $        1,757,435
   ==================  =================  =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                       STATEMENTS OF CHANGES IN NET ASSETS
                       -----------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------
                                                                                         VARIABLE INSURANCE PRODUCTS FUND

                                                                                  ----------------------------------------------
                                                                                      MONEY          EQUITY
                                                                                     MARKET          INCOME          GROWTH
                                                                      TOTAL         PORTFOLIO       PORTFOLIO       PORTFOLIO
                                                                  --------------- --------------  ------------------------------
                              1997
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
 <S>                                                            <C>             <C>            <C>             <C>   

  Net investment income(loss)                                    $     6,317,949 $    2,999,734 $       268,676 $      (657,588)
  Net realized gain(loss) on investments                              34,973,424           ----      11,299,164       3,731,404
  Net change in unrealized appreciation(depreciation)                118,096,018           ----      24,959,276      19,009,272
                                                                  --------------- --------------  --------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS       159,387,391      2,999,734      36,527,116      22,083,088
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                 96,731,159    (16,426,180)      8,142,445      (7,707,236)
                                                                  --------------- --------------  --------------  --------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                               256,118,550    (13,426,446)     44,669,561      14,375,852
NET ASSETS AT JANUARY 1, 1997                                        811,500,749     71,503,733     134,077,685     111,192,783
                                                                  --------------- --------------  ------------------------------
NET ASSETS AT DECEMBER 31, 1997                                  $ 1,067,619,299 $   58,077,287 $   178,747,246 $   125,568,635
                                                                  =============== ==============  ==============  ==============


                              1996
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:

  Net investment income(loss)                                    $     4,665,866 $    2,883,674 $    (1,350,647)$    (1,037,959)
  Net realized gain(loss) on investments                              25,240,462           ----       4,786,292       7,335,502
  Net change in unrealized appreciation(depreciation)                 40,926,181           ----      10,895,466       5,069,624
                                                                  --------------- --------------  --------------  --------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS        70,832,509      2,883,674      14,331,111      11,367,167
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                151,795,930     11,293,782       2,027,569      13,044,680
                                                                  --------------- --------------  --------------  --------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                               222,628,439     14,177,456      16,358,680      24,411,847
NET ASSETS AT JANUARY 1, 1996                                        588,872,310     57,326,277     117,719,005      86,780,936
                                                                  --------------- --------------  --------------  --------------
NET ASSETS AT DECEMBER 31, 1996                                  $   811,500,749 $   71,503,733 $   134,077,685 $   111,192,783
                                                                  =============== ==============  ==============  ==============



(1) Commenced business 08/25/95.
(2) Commenced business 09/21/95.
(3) Commenced business 09/15/95.

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



     VARIABLE INSURANCE PRODUCTS FUND                               VARIABLE INSURANCE PRODUCTS FUND II

- ----------------------------------------  ----------------------------------------------------------------------------------------
         HIGH                                  ASSET         INVESTMENT                                         ASSET MANAGER
        INCOME             OVERSEAS           MANAGER        GRADE BOND        CONTRAFUND        INDEX 500           GROWTH
       PORTFOLIO          PORTFOLIO          PORTFOLIO        PORTFOLIO       PORTFOLIO (1)    PORTFOLIO (2)      PORTFOLIO (3)
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
<S>                 <C>                <C>               <C>              <C>               <C>              <C>


$          2,814,009 $          182,748 $       2,592,771 $      1,213,584 $        (267,204)$       (346,971)$          (127,412)
             426,996          3,656,013        10,710,793             ----           630,759          484,440               7,452
           4,550,641          3,210,442        10,040,817          877,219         7,170,889       11,124,629           2,228,379
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           7,791,646          7,049,203        23,344,381        2,090,803         7,534,444       11,262,098           2,108,419
            (140,776)        (5,891,139)       (1,349,261)       4,978,214        11,522,809       33,633,958           9,152,452
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           7,650,870          1,158,064        21,995,120        7,069,017        19,057,253       44,896,056          11,260,871
          52,634,006         53,983,874       123,309,458       26,591,906        30,144,040       18,156,763           3,082,197
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
$         60,284,876 $       55,141,938 $     145,304,578 $     33,660,923 $      49,201,293 $     63,052,819 $        14,343,068
   ==================  =================  ================ ================  ================  ===============  ==================




$          2,172,581 $          (57,826)$       2,653,099 $        839,872 $        (190,299)$        (73,587)$            27,744
             523,384            670,657         3,411,482             ----            36,378           28,660              76,905
           2,214,664          5,099,697         8,603,434         (301,584)        3,604,329        1,418,021             135,704
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
           4,910,629          5,712,528        14,668,015          538,288         3,450,408        1,373,094             240,353
          11,840,393          2,586,833        (6,478,331)       2,966,839        24,201,634       16,120,440           2,618,298
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
          16,751,022          8,299,361         8,189,684        3,505,127        27,652,042       17,493,534           2,858,651
          35,882,984         45,684,513       115,119,774       23,086,779         2,491,998          663,229             223,546
   ------------------  -----------------  ---------------- ----------------  ----------------  ---------------  ------------------
$         52,634,006 $       53,983,874 $     123,309,458 $     26,591,906 $      30,144,040 $     18,156,763 $         3,082,197
   ==================  =================  ================ ================  ================  ===============  ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              --------------------- 
                       STATEMENTS OF CHANGES IN NET ASSETS
                       -----------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ---------------------------------------------- 

                                                                                      ALGER AMERICAN FUND                         
                                                                 ---------------------------------------------------------------
                                                                       SMALL                         INCOME AND       MIDCAP
                                                                  CAPITALIZATION       GROWTH          GROWTH         GROWTH
                                                                     PORTFOLIO        PORTFOLIO       PORTFOLIO      PORTFOLIO
                                                                  ----------------  --------------  --------------  ------------
                              1997
                              ----
<S>                                                             <C>               <C>             <C>             <C>               
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income(loss)                                    $       (763,410) $     (493,826) $     (158,467) $   (398,402)
  Net realized gain(loss) on investments                                2,112,658         283,904         644,447       429,680
  Net change in unrealized appreciation(depreciation)                   5,974,644      10,340,154       4,535,877     3,558,421
                                                                  ----------------  --------------  --------------  ------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS          7,323,892      10,130,232       5,021,857     3,589,699
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                   5,835,385       2,936,361       8,178,488       516,814
                                                                  ----------------  --------------  --------------  ------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                 13,159,277      13,066,593      13,200,345     4,106,513
NET ASSETS AT JANUARY 1, 1997                                          56,586,141      42,166,300      11,739,041    29,257,754
                                                                  ----------------  --------------  --------------  ------------
NET ASSETS AT DECEMBER 31, 1997                                  $     69,745,418  $   55,232,893  $   24,939,386  $ 33,364,267
                                                                  ================  ==============  ==============  ============


                              1996
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income(loss)                                    $       (658,360) $     (410,974) $       30,043  $   (290,924)
  Net realized gain(loss) on investments                                  228,276         900,815       4,845,801       441,180
  Net change in unrealized appreciation(depreciation)                   1,332,624       3,162,174      (3,244,881)    1,684,242
                                                                  ----------------  --------------  --------------  ------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS            902,540       3,652,015       1,630,963     1,834,498
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                  11,456,192      14,224,655       3,431,654    12,496,160
                                                                  ----------------  --------------  --------------  ------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                 12,358,732      17,876,670       5,062,617    14,330,658
NET ASSETS AT JANUARY 1, 1996                                          44,227,409      24,289,630       6,676,424    14,927,096
                                                                  ----------------  --------------  --------------  ------------
NET ASSETS AT DECEMBER 31, 1996                                  $     56,586,141  $   42,166,300  $   11,739,041  $ 29,257,754
                                                                  ================  ==============  ==============  ============






(1) Commenced business 08/30/95.                                  (4) Commenced business 09/18/95.
(2) Commenced business 08/25/95.                                  (5) Commenced business 05/01/97.
(3) Commenced business 08/24/95.                                  (6) Commenced business 05/01/97.



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


        ALGER AMERICAN FUND                                  MFS VARIABLE INSURANCE TRUST
- ------------------------------------- --------------------------------------------------------------------------------------------
                        LEVERAGED        EMERGING              WORLD              UTILITIES        RESEARCH         GROWTH WITH
      BALANCED           ALLCAP        GROWTH SERIES        GOVERNMENTS            SERIES           SERIES         INCOME SERIES
      PORTFOLIO        PORTFOLIO (1)    PORTFOLIO (2)    SERIES PORTFOLIO (3)    PORTFOLIO (4)    PORTFOLIO (5)     PORTFOLIO (6)
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------

<S>                <C>              <C>              <C>                    <C>               <C>              <C>
$          (11,727) $       (107,315)$       (383,765)$                   15 $        (123,508)$        (21,546)$         (10,208)
            97,681              ----             ----                 10,575              ----             ----           258,379
           937,442         1,319,217        5,563,031                (36,397)        2,737,314          129,278           673,794
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
         1,023,396         1,211,902        5,179,266                (25,807)        2,613,806          107,732           921,965
         1,897,757           826,499       11,676,622                887,245         6,961,486        4,462,222        12,565,362
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
         2,921,153         2,038,401       16,855,888                861,438         9,575,292        4,569,954        13,487,327
         5,262,688         6,237,073       19,582,184              1,264,980         5,391,086             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
$        8,183,841 $       8,275,474 $     36,438,072 $            2,126,418 $      14,966,378 $      4,569,954 $      13,487,327
   ================  ================ ================  =====================  ================ ================  ================




$          140,317 $         (44,009)$       (123,685)$              (10,173)$          90,023 $           ---- $            ----
         1,290,283            21,457          162,364                   ----           318,381             ----              ----
        (1,099,570)          216,090          378,565                 44,953           194,795             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
           331,030           193,538          417,244                 34,780           603,199             ----              ----
         2,405,382         5,013,074       18,219,221              1,053,724         4,246,629             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
         2,736,412         5,206,612       18,636,465              1,088,504         4,849,828             ----              ----
         2,526,276         1,030,461          945,719                176,476           541,258             ----              ----
   ----------------  ---------------- ----------------  ---------------------  ---------------- ----------------  ----------------
$        5,262,688 $       6,237,073 $     19,582,184 $            1,264,980 $       5,391,086 $           ---- $            ----
   ================  ================ ================  =====================  ================ ================  ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                              SEPARATE ACCOUNT VA-2
                              ---------------------
                       STATEMENTS OF CHANGES IN NET ASSETS
                       -----------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------

                                                                             MORGAN STANLEY UNIVERSAL FUNDS
                                                                  -----------------------------------------------------
                                                                       ASIAN            EMERGING           GLOBAL
                                                                      EQUITY         MARKETS EQUITY        EQUITY
                                                                   PORTFOLIO (1)      PORTFOLIO (2)     PORTFOLIO (3)
                                                                  ----------------  ------------------ ----------------
                              1997
                              ----
<S>                                                             <C>               <C>                <C>   
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income(loss)                                    $         (2,552) $            3,293 $          6,574
  Net realized gain(loss) on investments                                     ----              91,711           40,539
  Net change in unrealized appreciation(depreciation)                    (280,675)           (660,966)          30,082
                                                                  ----------------  ------------------ ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS           (283,227)           (565,962)          77,195
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                   1,314,648           3,606,146        2,841,735
                                                                  ----------------  ------------------ ----------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                  1,031,421           3,040,184        2,918,930
NET ASSETS AT JANUARY 1, 1997                                                ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET ASSETS AT DECEMBER 31, 1997                                  $      1,031,421  $        3,040,184 $      2,918,930
                                                                  ================  ================== ================


                              1996
                              ----
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income(loss)                                    $           ----  $             ---- $           ----
  Net realized gain(loss) on investments                                     ----                ----             ----
  Net change in unrealized appreciation(depreciation)                        ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS               ----                ----             ----
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                        ----                ----             ----
                                                                  ----------------  ------------------ ----------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                       ----                ----             ----
NET ASSETS AT JANUARY 1, 1996                                                ----                ----             ----
                                                                  ----------------  ------------------ ----------------
NET ASSETS AT DECEMBER 31, 1996                                  $           ----  $             ---- $           ----
                                                                  ================  ================== ================









(1) Commenced business  05/12/97.                                 (4) Commenced business 05/01/97.
(2) Commenced business  05/01/97.                                 (5) Commenced business 05/01/97.
(3) Commenced business  05/02/97.



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


        MORGAN STANLEY UNIVERSAL FUNDS               DREYFUS
- -----------------------------------------------  ----------------
       INTERNATIONAL             US REAL
           MAGNUM                 ESTATE           STOCK INDEX
       PORTFOLIO (4)          PORTFOLIO (5)         PORTFOLIO
   -----------------------  -------------------  ----------------

<S>                      <C>                  <C>    
 $                 72,082 $             30,600 $           7,764
                    5,746               51,083              ----
                 (278,652)             141,617           240,273
   -----------------------  -------------------  ----------------
                 (200,824)             223,300           248,037
                3,110,197            2,784,000        (9,585,094)
   -----------------------  -------------------  ----------------
                2,909,373            3,007,300        (9,337,057)
                     ----                 ----         9,337,057
   -----------------------  -------------------  ----------------
 $              2,909,373 $          3,007,300 $            ----
   =======================  ===================  ================




$                    ---- $               ---- $          76,956
                     ----                 ----           162,645
                     ----                 ----         1,517,834
   -----------------------  -------------------  ----------------
                     ----                 ----         1,757,435
                     ----                 ----          (972,898)
   -----------------------  -------------------  ----------------
                     ----                 ----           784,537
                     ----                 ----         8,552,520
   -----------------------  -------------------  ----------------
$                    ---- $               ---- $       9,337,057
   =======================  ===================  ================
</TABLE>
<PAGE>

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




1.     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, 1997,  there are
       twenty-six subaccounts within the Account. Five of the subaccounts invest
       only in a corresponding Portfolio of 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. Five 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. Five of the
       subaccounts  invest only in a  corresponding  Portfolio of Morgan Stanley
       Universal  Funds,  Inc.  which  is  a  diversified   open-end  management
       investment  company managed by Morgan Stanley Asset Management,  Inc. All
       five funds are registered  under the  Investment  Company Act of 1940, as
       amended. Each Portfolio is 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.

       Pursuant  to an  order  of the SEC  allowing  for the  substitution,  all
       policyholder  funds  invested in a Portfolio of Dreyfus  Stock Index Fund
       were  transferred  to the Index 500  subaccount of the Fidelity  Variable
       Insurance Products Fund II as of March 31, 1997.

       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.

       VALUATION OF INVESTMENTS
       The  assets of the  Account  are  carried  at the net asset  value of the
       underlying  Portfolios of the Funds. 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.

       FEDERAL AND STATE TAXES
       The  operations  of the  Account are  included in the federal  income tax
       return of AVLIC,  which is taxed as a life  insurance  company  under the
       Internal  Revenue  Code.  AVLIC has the right to charge the  Account  any
       federal income taxes, or provision for federal income taxes, attributable
       to  the  operations  of the  Account  or to the  policies  funded  in the
       Account.  Currently,  AVLIC  does not make a charge  for  income or other
       taxes.  Charges for state and local taxes,  if any,  attributable  to the
       Account may also be made.

2.      POLICYOWNER 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  policyowner,  including  the Fixed  Account  option  which is not
       reflected in this separate account.
<PAGE>
<TABLE>
<CAPTION>

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



3.  SHARES OWNED
- ----------------
     The Account invests in shares of mutual funds. Share activity and total shares owned were as follows:

                                                                    VARIABLE INSURANCE PRODUCTS FUND
                                          --------------------------------------------------------------------------------------
                                               MONEY           EQUITY                               HIGH
                                              MARKET           INCOME            GROWTH            INCOME          OVERSEAS
                                             PORTFOLIO        PORTFOLIO         PORTFOLIO        PORTFOLIO         PORTFOLIO
                                          ---------------- ----------------  ----------------  ---------------  ----------------
    <S>                                   <C>               <C>              <C>              <C>                <C>    

     Shares owned at January 1, 1997       71,503,732.540    6,375,543.739     3,570,738.040    4,203,994.114     2,865,386.075
     Shares acquired                      853,215,634.620    6,785,276.757     9,039,036.135   12,090,797.257     6,633,173.353
     Shares disposed of                  (866,642,080.290)  (5,798,907.580)   (9,225,174.855) (11,855,551.599)   (6,626,583.510)
                                          ---------------- ----------------  ----------------  ---------------  ----------------
     Shares owned at December 31, 1997     58,077,286.870    7,361,912.916     3,384,599.320    4,439,239.772     2,871,975.918
                                          ================ ================  ================  ===============  ================



     Shares owned at January 1, 1996       57,326,276.820    6,108,926.067     2,971,949.855    2,977,840.998     2,679,443.568
     Shares acquired                      952,580,461.010    4,533,341.253    20,102,201.432   10,915,589.970     4,863,839.985
     Shares disposed of                  (938,403,005.290)  (4,266,723.581)  (19,503,413.247)  (9,689,436.854)   (4,677,897.478)
                                          ---------------- ----------------  ----------------  ---------------  ----------------
     Shares owned at December 31, 1996     71,503,732.540    6,375,543.739     3,570,738.040    4,203,994.114     2,865,386.075
                                          ================ ================  ================  ===============  ================







(1) Commenced business 08/25/95.
(2) Commenced business 09/21/95.
(3) Commenced business 09/15/95.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                   (CONTINUED)







                          VARIABLE INSURANCE PRODUCTS FUND II                                      ALGER AMERICAN FUND
- -----------------------------------------------------------------------------------------  -------------------------------------
     ASSET           INVESTMENT                                          ASSET MANAGER           SMALL
    MANAGER          GRADE BOND        CONTRAFUND        INDEX 500           GROWTH          CAPITALIZATION         GROWTH
   PORTFOLIO          PORTFOLIO      PORTFOLIO (1)     PORTFOLIO (2)     PORTFOLIO (3)         PORTFOLIO           PORTFOLIO
- -----------------  ----------------  ---------------  ----------------  -----------------  -------------------  ----------------
 <S>               <C>               <C>               <C>                <C>                  <C>    
  7,283,488.356     2,172,541.324     1,820,292.255       203,711.023        235,282.226        1,383,186.051     1,228,263.919
  2,847,323.335     1,694,137.840     2,201,624.166     1,006,210.576      1,122,271.776        4,468,000.589     1,800,274.339
 (2,062,817.354)   (1,186,669.373)   (1,554,449.386)     (658,712.406)      (480,838.378)      (4,257,005.656)   (1,736,842.899)
- -----------------  ----------------  ---------------  ----------------  -----------------  -------------------  ----------------
  8,067,994.337     2,680,009.791     2,467,467.035       551,209.193        876,715.624        1,594,180.984     1,291,695.359
=================  ================  ===============  ================  =================  ===================  ================



  7,290,675.998     1,849,902.201       180,841.664         8,760.127         18,976.724        1,122,238.230       779,513.143
  1,781,334.161     1,534,023.132     2,922,203.640       377,062.682        327,941.500        1,905,469.668     1,332,399.847
 (1,788,521.803)   (1,211,384.009)   (1,282,753.049)     (182,111.786)      (111,635.998)      (1,644,521.847)     (883,649.071)
- -----------------  ----------------  ---------------  ----------------  -----------------  -------------------  ----------------
  7,283,488.356     2,172,541.324     1,820,292.255       203,711.023        235,282.226        1,383,186.051     1,228,263.919
=================  ================  ===============  ================  =================  ===================  ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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



3.     SHARES OWNED, CONTINUED
- ------------------------------
       The Account  invests in shares of mutual funds.  Share activity and total shares owned were as follows:

                                                                    ALGER AMERICAN FUND
                                            --------------------------------------------------------------------
                                              INCOME AND         MIDCAP                            LEVERAGED
                                                GROWTH           GROWTH           BALANCED          ALLCAP
                                              PORTFOLIO         PORTFOLIO         PORTFOLIO      PORTFOLIO (1)
                                            ---------------  ----------------  ---------------- ----------------
      <S>                                   <C>               <C>                 <C>              <C>    
       Shares owned at January 1, 1997       1,394,185.376     1,370,386.612       569,554.981      322,162.842
       Shares acquired                       2,269,264.497     1,673,797.476       422,401.028      415,875.563
       Shares disposed of                   (1,394,169.995)   (1,664,355.022)     (231,375.973)    (380,875.070)
                                            ---------------  ----------------  ---------------- ----------------
       Shares owned at December 31, 1997     2,269,279.878     1,379,829.066       760,580.036      357,163.335
                                            ===============  ================  ================ ================



       Shares owned at January 1, 1996         375,290.867       767,854.736       185,210.868       59,119.959
       Shares acquired                       1,439,623.568     1,365,941.530       534,194.021      379,180.932
       Shares disposed of                     (420,729.059)     (763,409.654)     (149,849.908)    (116,138.049)
                                            ---------------  ----------------  ---------------- ----------------
       Shares owned at December 31, 1996     1,394,185.376     1,370,386.612       569,554.981      322,162.842
                                            ===============  ================  ================ ================







       (1) Commenced business 08/30/95.                      (5) Commenced business 05/01/97.
       (2) Commenced business 08/25/95.                      (6) Commenced business 05/01/97.
       (3) Commenced business 08/24/95.                      (7) Commenced business  05/12/97.
       (4) Commenced business 09/18/95.                      (8) Commenced business  05/01/97.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                   (CONTINUED)







                                 MFS VARIABLE INSURANCE TRUST                                      MORGAN STANLEY UNIVERSAL FUNDS
- ----------------------------------------------------------------------------------------------- ------------------------------------
    EMERGING               WORLD              UTILITIES         RESEARCH         GROWTH WITH         ASIAN            EMERGING
 GROWTH SERIES          GOVERNMENTS             SERIES           SERIES         INCOME SERIES       EQUITY         MARKETS EQUITY
 PORTFOLIO (2)      SERIES PORTFOLIO (3)    PORTFOLIO (4)     PORTFOLIO (5)     PORTFOLIO (6)    PORTFOLIO (7)     PORTFOLIO (8)
- -----------------  -----------------------  ---------------  ----------------  ---------------- ----------------  -----------------
 <S>                        <C>              <C>               <C>              <C>               <C>               <C>
  1,479,016.961              119,563.323      394,662.255          ----              ----             ----               ----
  2,976,120.153              298,925.691      898,208.994       337,744.371       905,870.017      190,839.842        443,006.443
 (2,197,511.806)            (210,220.874)    (460,943.591)      (48,323.607)      (85,473.001)      (7,963.833)      (120,611.542)
- -----------------  -----------------------  ---------------  ----------------  ---------------- ----------------  -----------------
  2,257,625.308              208,268.140      831,927.658       289,420.764       820,397.016      182,876.009        322,394.901
=================  =======================  ===============  ================  ================ ================  =================



     82,885.087               17,352.610       43,059.498          ----              ----             ----               ----
  2,018,133.694              308,218.693      578,050.865          ----              ----             ----               ----
   (622,001.820)            (206,007.980)    (226,448.108)         ----              ----             ----               ----
- -----------------  -----------------------  ---------------  ----------------  ---------------- ----------------  -----------------
  1,479,016.961              119,563.323      394,662.255          ----              ----             ----               ----
=================  =======================  ===============  ================  ================ ================  =================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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




3.     SHARES OWNED, CONTINUED
- ------------------------------
       The Account  invests in shares of mutual funds.  Share activity and total shares owned were as follows:

                                                        MORGAN STANLEY UNIVERSAL FUNDS                    DREYFUS
                                            --------------------------------------------------------  -----------------
                                                 GLOBAL          INTERNATIONAL         US REAL
                                                 EQUITY             MAGNUM             ESTATE           STOCK INDEX
                                             PORTFOLIO (1)       PORTFOLIO (2)      PORTFOLIO (3)      FUND PORTFOLIO
                                            -----------------  ------------------ ------------------  -----------------
      <S>                                       <C>                 <C>                <C>                <C>   
       Shares owned at January 1, 1997                  ----                ----               ----        460,407.134
       Shares acquired                           350,250.974         359,431.599        443,135.897          3,213.612
       Shares disposed of                       (101,619.756)        (79,145.187)      (179,568.870)      (463,620.746)
                                            -----------------  ------------------ ------------------  -----------------
       Shares owned at December 31, 1997         248,631.218         280,286.412        263,567.027             (0.000)
                                            =================  ================== ==================  =================



       Shares owned at January 1, 1996                  ----                ----               ----        497,239.510
       Shares acquired                                  ----                ----               ----        286,490.226
       Shares disposed of                               ----                ----               ----       (323,322.602)
                                            -----------------  ------------------ ------------------  -----------------
       Shares owned at December 31, 1996                ----                ----               ----        460,407.134
                                            =================  ================== ==================  =================







       (1) Commenced business 05/02/97.
       (2) Commenced business 05/01/97.
       (3) Commenced business 05/01/97.
</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, 1997 and 1996, 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, 1997.  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, 1997 and 1996,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1997,  in
conformity with generally accepted accounting principles.


/s/ Deloitte & Touche LLP


Lincoln, Nebraska
February 2, 1998
<PAGE>
<TABLE>
<CAPTION>
                   
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                                 BALANCE SHEETS
                                 --------------
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                      -------------------------------------

                                                                                             DECEMBER 31,
                                                                               ---------------------------------------------   
                                                                                       1997                       1996
                                                                               ---------------------      ------------------
  ASSETS
  ------
 <S>                                                                           <C>                       <C>    

  Investments:
   Fixed maturity securities, available for sale (amortized cost
        $113,158 - 1997 and $62,048 - 1996)                                     $              115,955    $             62,621
   Equity securities, available for sale (amortized cost
        $4,061 - 1997)                                                                           4,135                       -
   Loans on insurance policies                                                                   7,482                   4,309
   Other invested assets                                                                         2,206                       -
                                                                                ----------------------    --------------------
      Total investments                                                                        129,778                  66,930

  Cash and cash equivalents                                                                     13,711                  10,684
  Accrued investment income                                                                      1,801                   1,096
  Reinsurance recoverable-affiliates                                                               514                       9
  Prepaid reinsurance premium-affiliates                                                         2,298                   2,156
  Deferred policy acquisition costs                                                             98,746                  79,272
  Other                                                                                            199                     483
  Separate Accounts                                                                          1,265,348                 947,580
                                                                                ----------------------     -------------------
                                                                                $            1,512,395     $         1,108,210
                                                                                ======================     ===================

 LIABILITIES AND STOCKHOLDER'S EQUITY
 ------------------------------------
  LIABILITIES:
  Policy and contract reserves                                                  $                  941    $               749
  Policy and contract claims                                                                       925                    106
  Accumulated contract values                                                                  154,281                 77,560
  Unearned policy charges                                                                        1,498                  1,243
  Unearned reinsurance ceded allowance                                                           3,268                  3,139
  Federal income taxes--
      Current                                                                                    1,466                    875
      Deferred                                                                                   9,326                  9,921
  Other                                                                                         10,200                  8,028
  Separate Accounts                                                                          1,265,348                947,580
                                                                                ----------------------    -------------------
      Total Liabilities                                                                      1,447,253              1,049,201
                                                                                ----------------------    -------------------

 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                40,370
  Retained earnings                                                                             20,180                14,510
  Net unrealized investment gain                                                                   592                   129
                                                                                ----------------------     -----------------
      Total Stockholder's Equity                                                                65,142                59,009
                                                                                ----------------------     -----------------

                                                                                $            1,512,395     $       1,108,210
                                                                                ======================     =================



 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,
                                                                ---------------------------------------------------------------
                                                                        1997                     1996                1995
                                                                ---------------------    -------------------    ---------------
       INCOME:

       Insurance revenues:
       <S>                                                      <C>                     <C>                    <C>    
        Contract charges                                         $            33,717   $              26,345   $        18,350
        Premium-reinsurance ceded                                             (6,840)                 (5,895)           (4,289)
        Reinsurance ceded allowance                                            2,752                   2,235             1,859

       Investment revenues:

          Investment income, net                                               8,277                   3,603             3,492
          Realized gains, net                                                    368                      19                28

        Other                                                                    980                     567               261
                                                                  -------------------    --------------------   ---------------
                                                                              39,254                  26,874            19,701
       BENEFITS AND EXPENSES:                                     -------------------    --------------------   ---------------
        Policy benefits:

          Death benefits                                                       1,356                     716               268
          Interest credited                                                    7,258                   2,736             1,995
          Increase in policy and contract reserves                               192                     140               183
          Other                                                                   92                      52                32
        Sales and operating expenses                                          11,641                  10,041             6,815
        Amortization of deferred policy acquisition costs                      9,584                   5,531             3,057
                                                                 -------------------    --------------------    ---------------
                                                                              30,123                  19,216            12,350
                                                                 -------------------    --------------------    ---------------
       INCOME BEFORE FEDERAL INCOME TAXES                                      9,131                   7,658             7,351
                                                                 -------------------    --------------------    ---------------
       Income taxes - current                                                  4,305                   3,819             1,685
       Income taxes - deferred                                                  (844)                   (811)              902
                                                                 -------------------    --------------------    ---------------
          Total income taxes                                                   3,461                   3,008             2,587
                                                                 -------------------    --------------------    ---------------
       NET INCOME                                                $             5,670    $              4,650    $        4,764
                                                                 ===================    ====================    ===============




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, 1997, 1996 AND 1995
               ---------------------------------------------------
                          (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, 1995                    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

        Net unrealized investment gain, net             -             -               -             -             463           463

        Net income                                      -             -               -         5,670               -         5,670

                                                 --------  ------------  --------------   -----------   -------------   -----------
        BALANCE, December 31, 1997                 40,000   $     4,000  $       40,370   $    20,180   $         592   $    65,142
                                                 ========  ============  ==============   ===========   =============   ===========





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)
                                 --------------                                                                                    
                                                                                                   YEARS ENDED DECEMBER 31,
                                                                                     ----------------------------------------------
                                                                                        1997                  1996            1995
                                                                                     -------------        -----------       -------
        OPERATING ACTIVITIES
        --------------------
       <S>                                                                          <C>        <C>                <C>
        Net Income                                                                   $     5,670 $            4,650 $        4,764
        Adjustments to reconcile net income to net cash
         provided by operating activities:
            Amortization of deferred policy acquisition costs                              9,584              5,531          3,057
            Policy acquisition costs deferred                                            (30,642)           (26,596)       (16,020)
            Interest credited to contract values                                           7,258              2,736          1,995
            Amortization of discounts or premiums                                            (40)               (83)           (70)
            Change in fair value of other invested assets                                   (631)                 -              -
            Net realized gains on investment transactions                                   (368)               (19)           (28)
            Deferred income taxes                                                           (844)              (811)           902
            Change in assets and liabilities:
             Accrued investment income                                                      (705)              (306)           (15)
             Reinsurance recoverable-affiliates                                             (505)                48            412
             Prepaid reinsurance premium-affiliates                                         (142)              (650)          (487)
             Other assets                                                                    284               (377)           (18)
             Policy and contract reserves                                                    192                140            183
             Policy and contract claims                                                      819                106            (57)
             Unearned policy charges                                                         255                279            234
             Federal income tax payable-current                                              591               (310)           698
             Unearned reinsurance ceded allowance                                            129                860            610
             Other liabilities                                                             2,172              3,762          1,996
                                                                                     ------------  -----------------  ------------
        Net cash used in operating activities                                             (6,923)           (11,040)        (1,844)
                                                                                     ------------  -----------------   -----------
        INVESTING ACTIVITIES
        --------------------
        Purchase of fixed maturity securities available for sale                         (92,291)           (31,514)        (7,760)
        Purchase of equity securities available for sale                                  (4,311)                 -              -
        Purchase of other invested assets                                                 (1,611)                 -              -
        Proceeds from maturities or repayment of fixed maturity securities
            available for sale                                                            25,168              5,307          3,738
        Proceeds from sales of fixed maturity securities available for sale               16,419              3,014              -
        Proceeds from the sale of equity securities available for sale                       252                  -              -
        Proceeds from the sale of other invested assets                                       35                  -              -
        Net change in loans on insurance policies                                         (3,173)            (1,670)        (1,042)
                                                                                      -----------   ----------------   -----------
         Net cash used in investing activities                                           (59,512)           (24,863)        (5,064)
                                                                                      -----------   ----------------   -----------





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)
                                 --------------

                                                                                  YEARS ENDED DECEMBER 31,
                                                                     ----------------------------------------------------
                                                                          1997                 1996               1995
                                                                     ----------------    ----------------  --------------
   FINANCING ACTIVITIES
   --------------------
  <S>                                                                 <C>               <C>               <C>   

   Return of capital                                                                -           (15,000)               -
   Capital contribution                                                             -            25,670                -
   Net change in accumulated contract values                                   69,462            30,257            4,448
                                                                        -------------     -------------    -------------
    Net cash from financing activities                                         69,462            40,927            4,448
                                                                        -------------     -------------    -------------
   INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS                              3,027             5,024          (2,460)

   CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                            10,684             5,660            8,120
                                                                        -------------    --------------   --------------
   CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $      13,711    $       10,684   $        5,660
                                                                        =============    ==============   ==============
   SUPPLEMENTAL CASH FLOW INFORMATION:
   -----------------------------------

   Cash paid for income taxes                                           $       3,714    $        4,129   $         987









   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, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (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), 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, fixed premium annuities in 1996 and equity indexed
    annuities in 1997. The variable life, variable annuity, fixed premium
    annuity and equity indexed 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 comprised of fixed maturity
    securities which the 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 the Company. 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.

    Other Invested Assets consist of exchange and privately traded options tied
    to the Standard and Poor's Index and are valued at fair value with changes
    in the fair value of these investments included in net investment income.

    The Company records write-offs or allowances for its investments based upon
    a evaluation of specific problem investments. The Company reviews, on a
    continual basis, all invested assets to identify investments where the
    Company may have 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, 1997, 1996 and 1995.

    CASH EQUIVALENTS
    The Company considers all highly liquid debt securities purchased with
    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.
    <PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)

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

    PREMIUM REVENUE AND BENEFITS TO POLICYOWNERS
    RECOGNITION OF UNIVERSAL LIFE-TYPE CONTRACTS REVENUE AND BENEFITS TO
    POLICYOWNERS
    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 policyowner, premiums paid by the 
    policyowner or interest accrued to policyowners 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.

    RECOGNITION OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYOWNERS
    Contracts that do not subject the Company to risks arising from policyowner
    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 directly
    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 generally 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
    periodically based on actual experience and changes in assumptions.

    A roll-forward of the amounts reflected in the balance sheets as deferred
    acquisition costs is as follows:
<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                            -------------------------------------------------
                                                                                 1997              1996              1995
     ------------------------------------------------------------------------------------------------------------------------
     <S>                                                                   <C>               <C>                 <C>   
      Beginning balance                                                     $      79,272     $        57,664     $    45,940
      Acquisition costs deferred                                                   30,642              26,596          16,020
      Amortization of deferred policy acquisition costs                            (9,584)             (5,531)         (3,057)
      Adjustment for unrealized investment (gain)/loss                             (1,584)                543          (1,239)
     -------------------------------------------------------------------------------------------------------------------------
      Ending balance                                                        $      98,746     $        79,272     $    57,664
     -------------------------------------------------------------------------------------------------------------------------


    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 investment gains or losses included in stockholder's
    equity.
</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)
                                 --------------


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

    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.

    RECLASSIFICATIONS
    Certain items on the prior year financial statements have been restated to
    conform to current year presentation.

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

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


                                                                                          YEARS ENDED DECEMBER 31
                                                                                ---------------------------------------------
                                                                                       1997             1996           1995
     ------------------------------------------------------------------------------------------------------------------------
     <S>                                                                        <C>             <C>             <C>    
      Fixed maturity securities available for sale                               $     6,622      $     3,308     $     2,819
      Equity Securities available for sale                                               156                -               -
      Loans on insurance policies                                                        370              214             128
      Cash equivalents                                                                   643              618             597
      Other invested assets                                                              630                -               -
     ------------------------------------------------------------------------------------------------------------------------
        Gross investment income                                                        8,421            4,140           3,544
      Investment expenses                                                                144              537              52
     ------------------------------------------------------------------------------------------------------------------------
        Net investment income                                                    $     8,277      $     3,603     $     3,492
     ------------------------------------------------------------------------------------------------------------------------

     Net pretax realized investment gains (losses) were as follows:

                                                                                            YEARS ENDED DECEMBER 31
                                                                                ---------------------------------------------
                                                                                       1997             1996           1995
     ------------------------------------------------------------------------------------------------------------------------
      Net gains on disposals of fixed maturity securities
        available for sale                                                       $       365     $         19    $         28
      Net gains on disposal of equity securities available for sale                        3                -               -
     ------------------------------------------------------------------------------------------------------------------------
      Net gains on disposal of securities available for sale                     $       368     $         19    $         28
     ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION> 
                   AMERITAS VARIABLE LIFE INSURANCE COMPANY
                   ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)

    2.  INVESTMENTS (CONTINUED)
    ---------------------------

    Proceeds from sales of securities available for sale and gross gains and
    losses realized on those sales were as follows:

                                                                                         YEAR ENDED DECEMBER 31, 1997
                                                                                  ------------------------------------------------
                                                                                       PROCEEDS              GAINS        LOSSES
     -----------------------------------------------------------------------------------------------------------------------------
     <S>                                                                         <C>              <C>                 <C>   
      Fixed maturity securities available for sale                                $      16,419    $             161   $         8
      Equity securities available for sale                                                  252                    2             -
     -----------------------------------------------------------------------------------------------------------------------------
      Total securities available for sale                                         $      16,671    $             163   $         8
     -----------------------------------------------------------------------------------------------------------------------------

                                                                                         YEAR ENDED DECEMBER 31, 1996
                                                                                  ------------------------------------------------
                                                                                       PROCEEDS               GAINS       LOSSES
     -----------------------------------------------------------------------------------------------------------------------------
      Fixed maturity securities available for sale                                $      3,014     $             30    $         -
     -----------------------------------------------------------------------------------------------------------------------------

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

    The amortized cost and fair value of investments in securities by type of
    investment were as follows:

                                                                                     DECEMBER 31, 1997
                                                                 ----------------------------------------------------------
                                                                    AMORTIZED            GROSS UNREALIZED             FAIR
                                                                                         ----------------
                                                                      COST               GAINS      LOSSES            VALUE
      ---------------------------------------------------------------------------------------------------------------------
        U. S. Corporate                                           $     75,705      $    2,024     $    16   $       77,713
        Mortgage-backed                                                 25,518             592           -           26,110
        U.S. Treasury securities and obligations of
          U.S. government agencies                                      11,935             221          24           12,132
      ---------------------------------------------------------------------------------------------------------------------
         Total fixed maturity securities available for sale            113,158           2,837          40          115,955
      ---------------------------------------------------------------------------------------------------------------------
        Equity securities available for sale                             4,061              74           -            4,135
      ---------------------------------------------------------------------------------------------------------------------
         Total securities available for sale                      $    117,219      $    2,911     $    40   $      120,090
      ---------------------------------------------------------------------------------------------------------------------

    The December 31, 1997 balance of stockholder's equity was increased by $463
    (comprised of an increase in the carrying value of the securities of $2,298,
    reduced by $1,584 of related adjustments to deferred acquisition costs and
    $251 in deferred income taxes) to reflect the net unrealized gain on
    securities classified as available for sale.
</TABLE>
<PAGE>
<TABLE>
<CAPTION> 
                  AMERITAS VARIABLE LIFE INSURANCE COMPANY
                  ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)


    2.  INVESTMENTS (CONTINUED)
    ---------------------------
                                                                                     DECEMBER 31, 1996
                                                                  -----------------------------------------------------------
                                                                                         GROSS UNREALIZED            
                                                                     AMORTIZED          ------------------           FAIR
                                                                       COST             GAINS       LOSSES           VALUE
       ----------------------------------------------------------------------------------------------------------------------
       <S>                                                       <C>              <C>    <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
       ----------------------------------------------------------------------------------------------------------------------

    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.

    The amortized cost and fair value of fixed maturity securities available for
    sale by contractual maturity at December 31, 1997 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.

                                                                                                     AMORTIZED         FAIR
                                                                                                       COST            VALUE
   -------------------------------------------------------------------------------------------------------------------------
    Due in one year or less                                                                     $       7,376   $      7,427
    Due after one year through five years                                                              21,509         21,841
    Due after five years through ten years                                                             42,116         43,252
    Due after ten years                                                                                16,639         17,325
    Mortgage-backed securities                                                                         25,518         26,110
   -------------------------------------------------------------------------------------------------------------------------
       Total                                                                                     $    113,158  $     115,955
   -------------------------------------------------------------------------------------------------------------------------

    The Company purchases exchange and privately traded options to support
    certain equity index annuity policyowner liabilities. These derivatives,
    reflected as other invested assets, are used to manage fluctuations in the
    equity market risk granted to the policyowners of the equity advantage
    annuities. These derivatives involve, to varying degrees, elements of credit
    risk and market risk. Credit risk is the risk of loss from a private party
    failing to perform according to the terms of the contract. Market risk is the
    possibility that future changes in market prices may make the derivative
    less valuable, which offset guarantees granted to policyowners.
    The options value on the balance sheet reflects the risk of potential loss to the
    entity.

    The Company's outstanding positions, which expire over various terms ranging
    from 1 to 7 years, shown in notional or contract amounts, along with their
    cost and estimated fair values, are summarized as follows:

                                                                                        YEAR ENDED DECEMBER 31, 1997
   --------------------------------------------------------------------------------------------------------------------------
                                                                                    NOTIONAL                           FAIR
                                                                                    AMOUNT                COST         VALUE
   --------------------------------------------------------------------------------------------------------------------------
      Options                                                                    $     1,340       $      1,544   $     2,206
   --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)


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

    The items that give rise to deferred tax assets and liabilities relate
    to the following:
                                                                                                         YEARS ENDED DECEMBER 31
                                                                                                      ---------------------------
                                                                                                           1997              1996
    -----------------------------------------------------------------------------------------------------------------------------
     <S>                                                                                             <C>             <C>  
      Net unrealized investment gains on securites available for sale                                 $    1,080      $       277
      Deferred policy acquisition costs                                                                   29,271           23,727
      Prepaid expenses                                                                                       804              172
    -----------------------------------------------------------------------------------------------------------------------------
      Gross deferred tax liability                                                                        31,155           24,176
    -----------------------------------------------------------------------------------------------------------------------------
      Future policy and contract benefits                                                                 20,014           12,620
      Deferred future revenues                                                                             1,668            1,534
      Other                                                                                                  147              101
    -----------------------------------------------------------------------------------------------------------------------------
      Gross deferred tax asset                                                                            21,829           14,255
    -----------------------------------------------------------------------------------------------------------------------------
        Net deferred tax liability                                                                    $    9,326      $     9,921
    -----------------------------------------------------------------------------------------------------------------------------

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

                                                                                                     YEARS ENDED DECEMBER 31
                                                                                           --------------------------------------
                                                                                             1997           1996           1995
    -----------------------------------------------------------------------------------------------------------------------------
      Federal statutory tax rate                                                             35.0 %         35.0 %         35.0 %
      Other                                                                                   2.9            4.3            0.2
    -----------------------------------------------------------------------------------------------------------------------------
        Effective tax rate                                                                   37.9 %         39.3 %         35.2 %
    -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


    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 3l, 1997, 1996 and l995 was $9,810, $8,907 
    and $4,858, respectively. The Company also leased office space and furniture
    and equipment from affiliates during 1995. The cost of these leases to the
    Company for the year ended December 31, 1995 was $37. Under the terms of
    investment advisory agreements, the Company paid $144, $73, and $44 for the
    years ended December 1997, 1996 and 1995, respectively 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 retenton limit. These reinsurance
    contracts do not relieve the Company of its obligations to its 
    policyowners. The Company paid $3,810, $3,301 and $2,280 of net reinsurance 
    premiums to affiliates for the years ended December 3l, 1997, 1996 and l995 
    respectively. The Company has received reinsurance recoveries from 
    affiliates of $2,260, $659 and $1,472 for the years ended December 3l,1997,
    1996 and 1995 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.  
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)



    4.  RELATED PARTY TRANSACTIONS (CONTINUED)
    ------------------------------------------

    The Company's variable life and annuity products are distributed through
    Ameritas Investment Corp., a wholly-owned subsidiary of AMAL Corporation.
    The Company received $93, $54 and $192 for the years ended December 31,
    1997, 1996 and 1995 respectively, from this affiliate to partially defray
    the costs of materials and prospectuses. Policies placed by this affiliate
    generated commission expense of $23,232, $20,373 and $14,028 for the years
    ended December 31, 1997, 1996 and 1995 respectively.

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

    5.  BENEFIT PLANS
    -----------------
   
    The Company provides retirement and postretirement medical benefits to 
    qualifying employees. Prior to August l, 1997 these benefits were provided 
    under plans which covered substantially all employees of Ameritas Life 
    Insurance Corp. and its subsidiaries. Concurrent with the transfer of a 
    significant number of employees to the Company, effective August 1, 1997, 
    AMAL Corporation assumed the benefit obligations associated with these
    plans.

    The Company is included in a multi-employer noncontributory defined benefit
    plan that covers substantially all full-time employees of Ameritas Life
    Insurance Corp. and its subsidiaries and AMAL Corporation and it's
    subsidiaries. Pension costs include current service costs, which are accrued
    and funded on a current basis, and post service costs, which are amortized
    over the average remaining service life of all employees on the adoption
    date. Total Company contributions for the year ended December 31, 1997 were
    $29. The Company had no full time employees during 1996 or 1995.

    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. Total
    Company contributions for the year ended December 31, 1997 were $24. The
    Company had no full time employees during 1996 or 1995.

    The Company is also included in the postretirement benefit plan providing
    group medical coverage to retired employees of AMAL Corporation and it's
    subsidiaries. Prior to August 1, 1997 these benefits were provided under a
    plan with Ameritas Life Insurance Corp. 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. Total Company contributions for the year ended December
    31, 1997 were $5. The Company had no full time employees during 1996 or 
    1995.

    Expenses for the defined benefit plan and postretirement group medical plan
    are allocated to the Company based on the number of associates in AMAL
    Corporation and its subsidiaries.
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)


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

    Net income (loss), as determined in accordance with statutory accounting
    practices, was $2,048, $855 and $(19) for 1997, 1996 and 1995 respectively.
    The Company's statutory surplus was $45,265, $44,100 and $13,800 at 
    December 31, 1997, 1996 and 1995 respectively. Effective January 1, 1996 
    the Company changed reserving methods used for most existing products 
    resulting in an increase in statutory surplus of approximately $20,60l. 
    The Company is required to maintain a certain level of surplus to be in 
    compliance with state laws and regulations. Company surplus is monitored 
    by state regulators to ensure compliance with risk based capital 
    requirements.

    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, 1997 and 1996. 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,
             the value has been determined using an interest rate spread matrix 
             based upon quality, weighted average maturity and Treasury yields.

             EQUITY SECURITIES AVAILABLE FOR SALE -- Fair value is determined
             using an independent pricing source. 

             LOANS ON INSURANCE POLICIES -- Fair values for loans on insurance
             policies are estimated using a discounted cash flow analysis at
             interest rates currently offered for similar loans with similar
             remaining terms. Loans on insurance policies with similar
             characteristics are aggregated for purposes of the calculations.

             OTHER INVESTED ASSETS -- Fair value is determined using an
             independent pricing source.

             CASH AND CASH EQUIVALENTS, ACCRUED INVESTMENT INCOME AND 
             REINSURANCE RECOVERABLE -- The carrying amounts equal fair value.
<PAGE>
<TABLE>
<CAPTION>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)



    7. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    --------------------------------------------------

             ACCUMULATED CONTRACT VALUES -- Funds on deposit which do not have
             fixed maturities are carried at the amount payable on demand at the
             reporting date, which approximates fair value.
                                                                                               DECEMBER 31
                                                                    ----------------------------------------------------------------
                                                                                1997                               1996
                                                                    ----------------------------     -------------------------------
                                                                      CARRYING          FAIR            CARRYING            FAIR
                                                                       AMOUNT           VALUE            AMOUNT             VALUE
     -------------------------------------------------------------------------------------------------------------------------------
     <S>                                                            <C>             <C>               <C>              <C>   
      Financial assets:
        Fixed maturity securities,
          available for sale                                         $115,955        $115,955          $    62,621      $    62,621
        Equity securities, available for sale                           4,135           4,135                    -                -
        Loans on insurance policies                                     7,482           6,657                4,309            3,843
        Other invested assets                                           2,206           2,206                    -                -
        Cash and cash equivalents                                      13,711          13,711               10,684           10,684
        Accrued investment income                                       1,801           1,801                1,096            1,096
        Reinsurance recoverable - affiliates                              514             514                    9                9

      Financial liabilities:

        Accumulated contract values excluding amounts
          held under insurance contracts                              144,109         144,109               70,640           70,640



    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 l940,
    as amended, as unit investment trusts. Account V and VA-2's assets and 
    liabilities are segregated from the other assets and liabilities of the
    Company.

    Amounts in the Separate Accounts are:
                                                                                                             DECEMBER 31

                                                                                                   -------------------------------
                                                                                                        1997              1996
    -------------------------------------------------------------------------------------------------------------------------------
      Separate Account V                                                                            $  197,729         $ 136,079
      Separate Account VA-2                                                                          1,067,619           811,501
    -------------------------------------------------------------------------------------------------------------------------------
                                                                                                    $1,265,348         $ 947,580
    -------------------------------------------------------------------------------------------------------------------------------

    The assets of Account V are invested in shares of the Variable Insurance
    Products Fund, the Variable Insurance Products Fund II, Alger American 
    Fund, Morgan Stanley Universal Funds 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,
</TABLE>
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                    ----------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
               ----------------------------------------------------
                                 (IN THOUSANDS)




    8. SEPARATE ACCOUNTS (CONTINUED)
    --------------------------------

    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,
    Balanced Portfolio 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 five portfolios: the Emerging Growth 
    Portfolio (effective August 25, 1995), World Governments Portfolio 
    (effective August 24, 1995), Utilities Portfolio (effective September 18, 
    1995), Growth with Income Portfolio (effective October 9, 1995) and the 
    Research Portfolio (effective July 26, 1995). The Morgan Stanley Universal 
    Funds managed by Morgan Stanley Asset Management Inc. and has five 
    portfolios: the Asian Equity Portfolio (effective March 3, 1997), Global 
    Equity Portfolio (effective January 2, 1997), International Magnum 
    Portfolio (effective January 21, 1997), Emerging Markets Portfolio 
    (effective October 1, 1996) and the U.S. Real Estate Portfolio (effective 
    March 3, 1997).

    Pursuant to an order of the SEC allowing for the substitution, all 
    policyowner funds invested in a Portfolio of Dreyfus Stock Index Fund were
    transferred to the Index 500 Portfolio of the Fidelity Variable Insurance 
    Products Fund II as of March 31, 1997.  The Dreyfus Stock Index Portfolio 
    was an investment alternative through the date of transfer for policyowners
    of Separate Account V and VA-2.

    Separate Account VA-2 allows investment in the Variable Insurance Products 
    Fund, Variable Insurance Products Fund II, Alger American Fund, MFS 
    Variable Insurance Trust and the Morgan Stanley Universal Funds with the 
    same portfolios as described above.



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