AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2
497, 1999-11-03
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                                   AMERITAS VARAIBLE LIFE INSURANCE COMPANY LOGO
PROSPECTUS

FLEXIBLE PREMIUM                               5900 "O" Street, P.O. Box 82550
VARIABLE ANNUITY POLICY                                      Lincoln, NE 68501


This prospectus describes a flexible premium variable annuity Policy contract
("Policy") offered by Ameritas Variable Life Insurance Company ("AVLIC"). The
Policy is a deferred annuity; it provides a vehicle for individuals to invest on
a tax-deferred basis for retirement savings or other long-term purposes. You may
purchase the Policy on either a tax qualified or non-tax qualified basis.

You may purchase a non-tax qualified Policy for $2,000 or more. Minimum
additional subsequent premiums may be $500 or more; smaller amounts may be
accepted by automatic bank draft or at the discretion of AVLIC. The minimum
initial and subsequent premium for a tax qualified Policy purchased in a
periodic payment plan is $50 per month.

You may direct that premiums accumulate on a variable basis in one or more of
the 27 Subaccounts of the Ameritas Variable Life Insurance Company Separate
Account VA-2 ("Separate Account VA-2") or on a fixed basis in the Fixed Account,
or on a combination variable and fixed basis. Separate Account VA-2 uses its
assets to purchase shares in one or more of the following Portfolios of mutual
Funds:
<TABLE>
<CAPTION>

CALVERT VARIABLE SERIES, INC.     VARIABLE INSURANCE PRODUCTS   VARIABLE INSURANCE PRODUCTS
AMERITAS PORTFOLIOS                FUND ("VIP")*                FUNDS II ("VIP II")*
("AMERITAS PORTFOLIOS")
<S>                                <C>                          <C>
  Ameritas Money Market             Equity-Income                Asset Manager
  Ameritas Index 500                Growth                       Investment Grade Bond
  Ameritas Growth                   High Income                  Asset Manager: Growth
  Ameritas Income & Growth          Overseas                     Contrafund(R)
  Ameritas Small Capitalization
  Ameritas MidCap Growth
  Ameritas Emerging Growth          *  VIP and VIP II are collectively referred to as "Fidelity Funds"
  Ameritas Research
  Ameritas Growth With Income

THE ALGER AMERICAN FUND         MFS VARIABLE INSURANCE     MORGAN STANLEY DEAN WITTER
("ALGER AMERICAN FUND")         TRUST ("MFS TRUST")        UNIVERSAL FUNDS, INC. ("MSDW
  Alger American Balanced          Utilities                UNIVERSAL FUNDS" OR "MSDW")
  Alger American Leveraged AllCap  Global Governments          Emerging Markets Equity
                                   New Discovery               Global Equity
                                                               International Magnum
                                                               Asian Equity
                                                               U.S. Real Estate
</TABLE>

The Owner bears the entire investment risk for monies placed in Separate Account
VA-2 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; nor are they 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.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORY AUTHORITY HAS APPROVED THESE SECURITIES, OR DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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


                                November 1, 1999

                                   ANNUITY III

                                        1

<PAGE>



TABLE OF CONTENTS
                                                                        PAGE

DEFINITIONS...............................................................   3
FEE TABLE.................................................................   5
FUND EXPENSE SUMMARY......................................................   6
QUESTIONS AND ANSWERS ABOUT THE POLICY....................................  11
CONDENSED FINANCIAL INFORMATION...........................................  14
PERFORMANCE DATA..........................................................  17
YEAR 2000.................................................................  17
AVLIC, THE SEPARATE ACCOUNT AND THE FUNDS.................................  18
  Ameritas Variable Life Insurance Company................................  18
  The Separate Account....................................................  18
  The Funds...............................................................  19
  Addition, Deletion, or Substitution of Investments......................  20
THE FIXED ACCOUNT.........................................................  20
THE POLICY................................................................  21
  Control of Policy.......................................................  21
  Policy Application and Premium Payment..................................  21
  Allocation of Premium...................................................  22
  Accumulation Value......................................................  22
  Transfers...............................................................  22
  Systematic Programs.....................................................  23
DISTRIBUTIONS UNDER THE POLICY............................................  23
  Full and Partial Withdrawals............................................  24
  Critical Needs Withdrawals..............................................  24
  Refund Privilege........................................................  24
  Policy Loans............................................................  24
CHARGES AND DEDUCTIONS....................................................  25
  Administrative Charges..................................................  25
  Mortality and Expense Risk Charge.......................................  25
  Contingent Deferred Sales Charge........................................  26
  Taxes ..................................................................  26
  Fund Investment Advisory Fees and Expenses..............................  27
ANNUITY PERIOD............................................................  27
  Annuity Date............................................................  27
  Annuity Income Options..................................................  27
FEDERAL TAX MATTERS.......................................................  28
  Introduction............................................................  28
  Taxation of Annuities in General........................................  29
GENERAL PROVISIONS........................................................  30
  Annuitant's Beneficiary.................................................  30
  Change of Beneficiary...................................................  30
  Death of Annuitant Prior to Annuity Date................................  31
  Death of Owner..........................................................  31
  Deferment of Payment....................................................  31
  Contestability..........................................................  31
  Misstatement of Age or Sex..............................................  31
  Reports and Records.....................................................  32
DISTRIBUTION OF THE POLICIES..............................................  32
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS..............................  32
THIRD PARTY SERVICES......................................................  32
VOTING RIGHTS.............................................................  32
LEGAL PROCEEDINGS.........................................................  33
STATEMENT OF ADDITIONAL INFORMATION.......................................  33

           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
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

                                   ANNUITY III

                                        2

<PAGE>



DEFINITIONS

ACCUMULATION UNIT - A unit used to measure the value of the Policy prior to the
Annuity Date.

ACCUMULATION VALUE - The value of all amounts accumulated under the Policy prior
to the Annuity Date. On the Issue Date, the Accumulation Value is equal to the
initial premium, less any premium tax.

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 who will receive any benefits paid upon the
death of the Annuitant. The Annuitant's Beneficiary is designated by the Owner
in the application. If changed, the Annuitant's Beneficiary is as shown in the
latest change filed and recorded with AVLIC. If no Annuitant's Beneficiary
survives the Annuitant, the Owner or the Owner's estate will be the beneficiary.
The interest of any Annuitant's Beneficiary is subject to that of any assignee.

ANNUITY DATE - The date on which Annuity Payments begin.

ANNUITY INCOME OPTION - One of several ways in which Annuity Payments may be
made.

ANNUITY PAYMENT - One of a series of payments made under an Annuity Income
Option.

AVLIC ("we, us, our") - Ameritas Variable Life Insurance Company, a Nebraska
stock life insurance company.

CASH SURRENDER VALUE - The amount available for full or partial withdrawal,
which is the Accumulation Value less any withdrawal charge, and applicable
premium taxes and, in the case of a full withdrawal, less the annual Policy fee.

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

DEATH BENEFIT - The greater of the Accumulation Value or the premium payments
made, less withdrawals, or the guaranteed minimum death benefit, if applicable.

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

EFFECTIVE DATE - The 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
premium payments may be allocated for accumulation at fixed rates of interest.

FUNDS - Ameritas Portfolios, Fidelity Funds, Alger American Fund, MFS Trust and
MSDW Universal Funds 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 Separate Account VA-2.

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

JOINT ANNUITANT - Applicable in the context of Annuity Income Options only, the
person other than the Annuitant who may be designated by the Owner and on whose
life Annuity Payments may also be based.

NET CASH SURRENDER VALUE - The Cash Surrender Value less premium tax, if any,
and less any outstanding Policy loan.

NET PREMIUM - The Premium Payment less 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,  your") - The person or entity in whose name the Policy is issued,
as designated in the  application or as  subsequently  changed.  If a Policy has
been absolutely  assigned,  the assignee is the Owner. A collateral  assignee is
not the Owner.

                                   ANNUITY III
                                        3

<PAGE>


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

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

POLICY DATE - The date set forth in the Policy that is the date used to
determine Policy anniversary dates and Policy Years. This date is determined on
the Issue Date. It is the date within two days after AVLIC received the
application and initial premium. If the Policy Date would fall on the 29th,
30th, or 31st of a month, the Policy Date will be set at the 28th day of that
month.

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

PORTFOLIO - One of the separate investment Portfolios of the Funds in which
Separate Account VA-2 invests. Each Portfolio is a Subaccount of Separate
Account VA-2. In this Separate Account VA-2, Ameritas Portfolios offer the
following Portfolios: Ameritas Money Market, Ameritas Index 500, Ameritas
Growth, Ameritas Income & Growth, Ameritas Small Capitalization, Ameritas MidCap
Growth, Ameritas Emerging Growth, Ameritas Research, and Ameritas Growth With
Income. VIP offers the following Portfolios: Equity-Income, Growth, High Income,
and Overseas. VIP II offers the following Portfolios: Asset Manager, Investment
Grade Bond, Asset Manager: Growth, and Contrafund. The Alger American Fund
offers the following Portfolios: Alger American Balanced and Alger American
Leveraged AllCap. The MFS Trust offers the following Portfolios or series in
connection with this Policy: MFS Utilities, MFS Global Governments, and MFS New
Discovery. The MSDW Universal Funds offers the following Portfolios in
connection with the Policy: Emerging Markets Equity, Global Equity,
International Magnum, Asian Equity, and U.S. Real Estate. 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 applicable tax laws, such as IRAs and Pension Trusts.

SEPARATE ACCOUNT VA-2 - 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 Separate Account VA-2 are segregated from the
general assets of AVLIC.

SUBACCOUNT - A subdivision of Separate Account VA-2 which invests in the shares
of a specified Portfolio of the Funds.

VALUATION DATE - Any day on which the New York Stock Exchange is open for
trading.

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


                                   ANNUITY III
                                        4

<PAGE>



FEE TABLE

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

CONTRACT OWNER TRANSACTION EXPENSES

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

             YEAR            %                   YEAR            %

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

        Surrender Fees........................................................0%
        Exchange Fee..........................................................0%
        Transfer Fee (after 15 free transfers per policy year)...............$10

        ANNUAL POLICY FEE (up to $50, currently $36, $30 in North Dakota,
        may be reduced or eliminated)........................................$36

SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
        Mortality and Expense Risk Fees....................................1.25%
        Daily Administrative Fee (as a percentage of average account
        value).............................................................0.20%
        (See the section on Charges and Deductions.)
        Total Separate Account Annual Expenses.............................1.45%


                                   ANNUITY III
                                        5

<PAGE>



FUND EXPENSE SUMMARY

Fee information about the Funds was provided to AVLIC by the Funds. AVLIC has
not independently verified such information.

Unless noted otherwise, the amount of expenses borne by each Portfolio for the
fiscal year ended December 31, 1998, was as follows:
<TABLE>
<CAPTION>

PORTFOLIO                 INVESTMENT      OTHER     TOTAL         WAIVERS         TOTAL
                          ADVISORY &              EXPENSES        AND/OR       (REFLECTING
                          MANAGEMENT                          REIMBURSEMENTS WAIVERS AND/OR
                                                                             REIMBURSEMENTS,
                                                                                 IF ANY)
<S>                            <C>          <C>         <C>           <C>           <C>
AMERITAS PORTFOLIOS(1)
Ameritas Money Market          .21%         .14%        .35%          .05%          .30%
Ameritas Index 500             .24%         .17%        .41%          .13%          .28%
Ameritas Growth                .75%         .14%        .89%          .10%          .79%
Ameritas Income & Growth       .63%         .19%        .82%          .12%          .70%
Ameritas Small Capitalization  .85%         .15%       1.00%          .11%          .89%
Ameritas MidCap Growth         .80%         .17%        .97%          .13%          .84%
Ameritas Emerging Growth       .75%         .16%        .91%          .06%          .85%
Ameritas Research              .75%         .40%       1.15%          .29%          .86%
Ameritas Growth With Income    .75%         .25%       1.00%          .12%          .88%

FIDELITY PORTFOLIOS - INITIAL CLASS
VIP Equity-Income              .49%         .09%        .58%            -           .58%(2)
VIP Growth                     .59%         .09%        .68%            -           .68%(2)
VIP High Income                .58%         .12%        .70%            -           .70%
VIP Overseas                   .74%         .17%        .91%            -           .91%(2)
VIP II Asset Manager           .54%         .10%        .64%            -           .64%(2)
VIP II Investment Grade Bond   .43%         .14%        .57%            -           .57%
VIP II Asset Manager: Growth   .59%         .14%        .73%            -           .73%(2)
VIP II Contrafund              .59%         .11%        .70%            -           .70%(2)

ALGER AMERICAN FUND(3)
Balanced                       .75%         .17%        .92%            -           .92%
Leveraged AllCap               .85%         .11%        .96%            -           .96%

MFS TRUST
Utilities                     .75%          .26%(4)    1.01%             -         1.01%
Global Governments            .75%          .36%(4)    1.11%          .11%         1.00% (5)
New Discovery                 .90%         4.32%(4)    5.22%         4.07%         1.15% (5)

MSDW UNIVERSAL FUNDS
Emerging Markets Equity       1.25%        2.20%       3.45%         1.50%         1.95% (6)
Global Equity                  .80%         .83%       1.63%          .48%         1.15% (6)
International Magnum           .80%        1.00%       1.80%          .65%         1.15% (6)
Asian Equity                   .80%        2.00%       2.80%         1.59%         1.21% (6)
U.S. Real Estate               .80%         .93%       1.73%          .63%         1.10% (6)
</TABLE>

(1)   This is a new Fund. Total expenses are estimated. Each portfolio's
      aggregate expenses are limited to the advisory and administrative fees
      disclosed in the table under the column "Total (reflecting waivers and/or
      reimbursements, if any)" for a period of one year following the
      substitution which occurred on October 29, 1999. Following this one year
      period, expenses of the Ameritas Portfolios will not be permitted to
      exceed an expense ratio which is .10% greater than the prior expense ratio
      of the corresponding replaced fund, unless an amendment to the investment
      advisory contract is approved modifying or eliminating the expense
      guarantee.
                                   ANNUITY III
                                        6

<PAGE>

(2)   A portion of the brokerage commissions that certain Funds pay was used to
      reduce Fund expenses. In addition, certain Funds, or Fidelity on behalf of
      certain Funds, have entered into arrangements with their custodian
      whereby credits realized as a result of uninvested cash balances were used
      to reduce custodian expenses. Including these reductions, the total
      operating expenses presented in the table would have been:
                  VIP Equity-Income                   .57%
                  VIP Growth                          .66%
                  VIP Overseas                        .89%
                  VIP II Asset Manager                .63%
                  VIP II Asset Manager: Growth        .72%
                  VIP II Contrafund                   .66%

(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 Balanced, 1.25%, and Alger American
     Leveraged AllCap, 1.50%. Included in "Other Expenses" of Leveraged AllCap
     is .03% of interest expense.

(4)  Each MFS Trust 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. Each series may
     enter into other such arrangements and directed brokerage arrangements
     (which would also have the effect of reducing the series' expenses).
     Expenses do not take into account these expense reductions and are
     therefore higher than the actual expenses of the series.

(5)  MFS has agreed to bear expenses for the Global Governments Series and New
     Discovery Series, subject to reimbursement by the 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. Utilities Series has
     no such limitation. The payments made by MFS on behalf of the Global
     Governments Series and New Discovery Series under this arrangement are
     subject to reimbursement by the series to MFS, which will be accomplished
     by the payment of an expense reimbursement fee by the series to MFS
     computed and paid monthly at a percentage of the series average daily net
     assets for its then current fiscal year, with a limitation that immediately
     after such payment the series "Other Expenses" will not exceed the
     percentage set forth above for that series. The obligation of MFS to bear a
     series "Other Expenses" pursuant to this arrangement and the series'
     obligation to pay the reimbursement fee to MFS, terminates on the earlier
     of the date on which payments made by the series equal the prior payment of
     such reimbursement expenses by MFS, or December 31, 2004.


(6)  The Portfolios' investment adviser has voluntarily agreed to reduce its
     management fee and/or reimburse each Portfolio so that total annual
     operating expenses will not exceed 1.75% for the MSDW Universal Funds
     ("MSDWUF") Emerging Markets Equity Portfolio, 1.15% for each of the MSDWUF
     Global Equity Portfolio and MSDWUF International Magnum Portfolio, 1.20%
     for the MSDWUF Asian Equity Portfolio and 1.10% for the MSDWUF U.S. Real
     Estate Portfolio. The investment adviser reserves the right to terminate
     any waiver and/or reimbursement at any time and without notice.

     In determining the actual amount of voluntary management fee waiver and/or
     expense reimbursement for a Portfolio, if any, certain investment related
     expenses, such as foreign coutnry tax expense and interest expense on
     borrowing are excluded from annual operating expenses. If these expenses
     were incurred, the Portfolios' total expenses after voluntary fee waivers
     and/or expense reimbursements could exceed the expense ratios shown above.

     For the year ended December 31, 1998, after giving effect to the above
     voluntary management fee waiver and/or expense reimbursement, the total
     expenses for each Portfolio, excluding certain investment related expenses,
     were as stated in the table.

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.


                                   ANNUITY III
                                        7

<PAGE>



EXAMPLE: If you surrender your contract at the end of the applicable time period
you would pay the following expenses on a hypothetical $1,000 allocation to each
Portfolio, assuming 5% annual return.


                                       1 YEAR      3 YEARS     5 YEARS  10 YEARS
                                       ------      -------     -------  --------
Ameritas Money Market                     $77         $112       $129      $192
Ameritas Index 500                        $77         $111       $128      $190
Ameritas Growth                           $82         $127       $154      $244
Ameritas Income & Growth                  $81         $124       $149      $235
Ameritas Small Capitalization             $83         $130       $159      $255
Ameritas MidCap Growth                    $82         $128       $157      $249
Ameritas Emerging Growth                  $82         $128       $157      $250
Ameritas Research                         $82         $129       $158      $251
Ameritas Growth With Income               $83         $129       $159      $253
VIP Equity-Income                         $79         $120       $143      $221
VIP Growth                                $80         $123       $147      $231
VIP High Income                           $81         $124       $149      $235
VIP Overseas                              $83         $130       $159      $255
VIP II Asset Manager                      $80         $122       $146      $228
VIP II Investment Grade Bond              $79         $120       $143      $221
VIP II Asset Manager:  Growth             $81         $124       $150      $237
VIP II Contrafund                         $80         $123       $147      $231
Alger American Balanced                   $83         $130       $161      $258
Alger American Leveraged AllCap           $83         $132       $163      $262
MFS Utilities                             $84         $133       $165      $267
MFS Global Governments                    $84         $133       $165      $266
MFS New Discovery                         $85         $137       $172      $281
MSDW Emerging Markets Equity              $93         $161       $211      $357
MSDW Global Equity                        $85         $137       $172      $281
MSDW International Magnum                 $85         $137       $172      $281
MSDW Asian Equity                         $86         $139       $175      $287
MSDW U.S. Real Estate                     $85         $136       $170      $276



                                   ANNUITY III

                                        8

<PAGE>



EXAMPLE: If you annuitize your contract at the end of the applicable time period
you would pay the following expenses on a hypothetical $1,000 allocation to each
Portfolio, assuming 5% annual return.


                                       1 YEAR      3 YEARS     5 YEARS  10 YEARS
                                       ------      -------     -------  --------
Ameritas Money Market                    $77         $52         $89      $192
Ameritas Index 500                       $77         $51         $88      $190
Ameritas Growth                          $82         $67        $114      $244
Ameritas Income & Growth                 $81         $64        $109      $235
Ameritas Small Capitalization            $83         $70        $119      $255
Ameritas MidCap Growth                   $82         $68        $117      $249
Ameritas Emerging Growth                 $82         $68        $117      $250
Ameritas Research                        $82         $69        $118      $251
Ameritas Growth With Income              $83         $69        $119      $253
VIP Equity-Income                        $79         $60        $103      $221
VIP Growth                               $80         $63        $107      $231
VIP High Income                          $81         $64        $109      $235
VIP Overseas                             $83         $70        $119      $255
VIP II Asset Manager                     $80         $62        $106      $228
VIP II Investment Grade Bond             $79         $60        $103      $221
VIP II Asset Manager:  Growth            $81         $64        $110      $237
VIP II Contrafund                        $80         $63        $107      $231
Alger American Balanced                  $83         $70        $121      $258
Alger American Leveraged AllCap          $83         $72        $123      $262
MFS Utilities                            $84         $73        $125      $267
MFS Global Governments                   $84         $73        $125      $266
MFS New Discovery                        $85         $77        $132      $281
MSDW Emerging Markets Equity             $93         $101       $171      $357
MSDW Global Equity                       $85         $77        $132      $281
MSDW International Magnum                $85         $77        $132      $281
MSDW Asian Equity                        $86         $79        $135      $287
MSDW U.S. Real Estate                    $85         $76        $130      $276




                                   ANNUITY III
                                        9

<PAGE>



EXAMPLE: If you do not surrender your contract at the end of the applicable time
period you would pay the following expenses on a hypothetical $1,000 allocation
to each Portfolio, assuming 5% annual return.


                                      1 YEAR      3 YEARS     5 YEARS   10 YEARS
                                      ------      -------     -------   --------
Ameritas Money Market                    $17         $52         $89       $192
Ameritas Index 500                       $17         $51         $88       $190
Ameritas Growth                          $22         $67        $114       $244
Ameritas Income & Growth                 $21         $64        $109       $235
Ameritas Small Capitalization            $23         $70        $119       $255
Ameritas MidCap Growth                   $22         $68        $117       $249
Ameritas Emerging Growth                 $22         $68        $117       $250
Ameritas Research                        $22         $69        $118       $251
Ameritas Growth With Income              $23         $69        $119       $253
VIP Equity-income                        $19         $60        $103       $221
VIP Growth                               $20         $63        $107       $231
VIP High Income                          $21         $64        $109       $235
VIP Overseas                             $23         $70        $119       $255
VIP II Asset Manager                     $20         $62        $106       $228
VIP II Investment Grade Bond             $19         $60        $103       $221
VIP II Asset Manager: Growth             $21         $64        $110       $237
VIP II Contrafund                        $20         $63        $107       $231
Alger American Balanced                  $23         $70        $121       $258
Alger American Leveraged AllCap          $23         $72        $123       $262
MFS Utilities                            $24         $73        $125       $267
MFS Global Governments                   $24         $73        $125       $266
MFS New Discovery                        $25         $77        $132       $281
MSDW Emerging Markets Equity             $33         $101       $171       $357
MSDW Global Equity                       $25         $77        $132       $281
MSDW International Magnum                $25         $77        $132       $281
MSDW Asian Equity                        $26         $79        $135       $287
MSDW U.S. Real Estate                    $25         $76        $130       $276


The examples assume an average $30,000 annuity investment. They illustrate the
expenses you would incur at the end of a one, three, five or ten year period on
a hypothetical $1,000 allocation to each Portfolio, assuming a 5% annual return.
The examples reflect expenses of Separate Account VA-2 and the Portfolio, but do
not reflect premium taxes which may apply. The 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. Please refer to
the Funds' prospectuses for more information.


                                   ANNUITY III
                                       10

<PAGE>



QUESTIONS AND ANSWERS ABOUT THE POLICY

NOTE: This section contains brief questions and answers about the Policy. Please
refer to the body of the prospectus for more detailed information. This
prospectus does not describe any limits, restrictions, or penalties the Internal
Revenue Code may impose on premiums, withdrawals, distributions, benefits, or
other provisions of the Policy when it is a Qualified Policy. It also does not
address the requirements of a particular retirement plan or endorsement of the
Policy. (See the section on "Federal Tax Matters.)

    1.  WHAT IS THE PURPOSE OF THE POLICY?
        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 27 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 27 Subaccounts at item 3., 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. If you have money in the Calvert Variable Series,
        Inc. Ameritas Portfolios ("Ameritas Portfolios") as a result of the
        substitution which occurred at the close of business on October 29, 1999
        ("Substitution Date"), the following procedure is applicable until
        December 1, 1999: you may transfer money out of the Ameritas Portfolios
        to any other Subaccount available under the Policy without any
        administrative charge and without the transfer counting as one of your
        "free transfers." 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.  WHAT IS AN ANNUITY AND WHAT ANNUITY OPTIONS ARE AVAILABLE?
        An annuity provides for a series of periodic payments beginning on the
        Annuity Date. Annuity payments are based on the Net Cash Surrender Value
        on the Annuity Date. If you want to receive regular income from your
        annuity, you can choose one of five options: (1) monthly payment of
        interest only; (2) monthly payment for a fixed amount until depleted;
        (3) monthly payments for a certain period up to 20 years (as you
        select); (4) monthly payments for your life (assuming you are the
        Annuitant) that may include a guaranteed period; and (5) monthly
        payments for your life and for the life of another person (usually your
        spouse). The Annuity Income Options are fixed only. Once you begin
        receiving regular payments, you cannot change your payment plan.

        You also have some flexibility in choosing the Annuity Date. However,
        without AVLIC's prior approval, payments must begin no later than the
        Policy anniversary nearest the Annuitant's 85th birthday (90th in
        Oregon). (See the sections on Annuity Date and Annuity Income Options.)

    3.  WHAT TYPES OF INVESTMENTS UNDERLIE SEPARATE ACCOUNT VA-2?
        You can put your money in any or all of these Subaccounts which invest
        in Portfolios described in the Fund prospectuses. Depending upon market
        conditions, you can make or lose money in any of these Subaccounts.


                                   ANNUITY III
                                       11

<PAGE>



MANAGED BY AMERITAS                     MANAGED BY
INVESTMENT CORP.                        FIDELITY MANAGEMENT
- ----------------                        & RESEARCH COMPANY
   Ameritas Money Market                ------------------
   Ameritas Index 500                      VIP(1) Equity-Income
   Ameritas Growth                         VIP Growth
   Ameritas Income & Growth                VIP High Income
   Ameritas Small Capitalization           VIP Overseas
   Ameritas MidCap Growth                  VIP II(2) Asset Manager
   Ameritas Emerging Growth                VIP II Investment Grade Bond
   Ameritas Research                       VIP II Asset Manager: Growth
   Ameritas Growth With Income             VIP II Contrafund
                                        (1) Variable Insurance Products Fund
                                        (2) Variable Insurance Products Fund II

MANAGED BY                              MANAGED BY
FRED ALGER                              MASSACHUSETTS FINANCIAL
MANAGEMENT, INC.                        SERVICES CO.
- ---------------                         ---------------------
Alger American:                            Utilities
   Balanced                                Global Governments
   Leveraged AllCap                        New Discovery

MANAGED BY
MORGAN STANLEY DEAN WITTER
INVESTMENT MANAGEMENT INC.
- -----------------------------
   Emerging Markets Equity
   Global Equity
   International Magnum
   Asian Equity
   U.S. Real Estate

(See the section on The Funds.)

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

    5.  HOW MAY I ALLOCATE THE PREMIUM PAYMENT?
        On the Effective Date of the Policy, the net premium paid is allocated
        to the Money Market Subaccount. Thirteen days after the Effective Date,
        the Accumulation Value is allocated among the Subaccounts or Fixed
        Account according to the allocation instructions you designated in the
        application. (See the section on Allocation of Premium.)

    6.  CAN I TRANSFER AMOUNTS?
        You may make 15 transfers of the Accumulation Value among the
        Subaccounts and/or the Fixed Account each Policy Year without charge. We
        may impose a transfer charge each additional time amounts are
        transferred between the Subaccounts and/or the Fixed Account. This
        charge will be deducted pro rata from each Subaccount (and, if
        applicable, the Fixed Account) in which you are invested. The maximum
        transfer charge is $10.00 per transfer. Transfers must be at least $250,
        or, if less, the entire value of the Subaccount or the Fixed Account
        from which the transfer is made. The minimum amount which can remain in
        a Subaccount or the Fixed Account as a result of a transfer is $100.00.
        Any amount below this minimum must be included in the amount
        transferred. Transfers of up to the greater of: (1) 25% of the
        accumulation value of the Fixed Account; (2) the amount of any transfer
        from the Fixed Account during the prior thirteen months; or (3) $1,000
        may be made out of the Fixed Account during the 30 day period following
        each Policy anniversary date. (See the section on Transfers.)

    7.  CAN I GET TO MY MONEY IF I NEED IT?
        You can take money out anytime during the accumulation phase. You can
        take the greater of up to 10% of your earnings each year without a
        charge. Withdrawals more than that may be charged up to 6% of each
        withdrawal. After AVLIC has had a payment for 7 years, there is no
        charge for withdrawal of that payment. Of course, you may also have to
        pay income tax and a tax penalty on any money you take out. Each payment
        you add to your Policy has its own 7 year withdrawal charge period.

                                   ANNUITY III
                                       12

<PAGE>



    8.  WHAT ARE THE CHARGES UNDER MY POLICY?
        The Policy has insurance features and investment features, and there are
        costs related to each.

        AVLIC currently deducts a $36 Policy fee each year from your Policy.
        This charge is guaranteed to be no more than $50 per year. AVLIC also
        deducts insurance charges of 1.45% of the average daily value of your
        Policy. Investment charges range from .28% to 1.95% of the average daily
        value of the Subaccounts depending upon the Subaccount.

        If you take your money out, AVLIC may assess a withdrawal charge of up
        to 6% of the amount you withdraw. If required by state law, AVLIC will
        assess a state premium tax charge at the time of premium receipt or when
        you make a complete withdrawal or begin receiving regular income
        payments. State premium tax ranges from 0% to 3.5%, depending upon the
        state. (See the sections on Charges and Deductions.)

    9.  WHAT TAXES ARE ASSOCIATED WITH MY POLICY?
        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.

   10.  WHAT HAPPENS IF THE ANNUITANT DIES BEFORE THE ANNUITY DATE?
        If the Annuitant dies before the Annuity Date, upon Due Proof of Death,
        the Death Benefit will be paid. The Death Benefit may be paid as either
        a lump sum cash benefit or under an Annuity Income Option. (See the
        section on Death of Annuitant Prior to Annuity Date.)

   11.  WHAT HAPPENS IF THE OWNER DIES BEFORE THE ANNUITY DATE?
        If the Owner (or joint owner) dies before the Annuity Date, your entire
        interest in the Policy will be distributed within five years after the
        date of death. The Owner's Designated Beneficiary may choose to take his
        or her interest as an annuity. Under certain circumstances, the annuity
        is treated as distributed on the date distributions begin. Special rules
        apply where the Owner's Designated Beneficiary is the surviving spouse
        of the deceased Owner. (These provisions are described in greater detail
        in the Statement of Additional Information - IRS Required
        Distributions.)

   12.  WHO DO I CALL IF I HAVE QUESTIONS ABOUT MY ANNUITY?
        If you need more information, please contact us at Ameritas Variable
        Life Insurance Company, 5900 "O" Street, P.O. Box 82550, Lincoln,
        Nebraska, 68501, or by calling 1-800-745-1112. All inquiries should
        include the Policy number and the Owner's name. In addition, we will
        mail confirmations to you for any transactions that take place, and an
        annual report will be sent once each Policy Year showing the
        Accumulation Value in each Subaccount, and any charges, transfers or
        withdrawals during the year.



                                   ANNUITY III
                                       13

<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.
Separate Account VA-2 also funds variable annuity contracts not offered by this
prospectus which have unit values not applicable to the contracts offered by
this prospectus.

ACCUMULATION UNIT VALUES
Following are the accumulation unit values for the Subaccounts for the past ten
years, or since the year the Subaccount was first offered in Separate Account
VA-2, if less than ten years. The number of outstanding Accumulation Units in
each Subaccount are also shown for each year.
<TABLE>
<CAPTION>

                                                    ACCUMULATION      NUMBER OF
                                                     UNIT VALUE     ACCUMULATION
                                                        AS OF        UNITS AS OF
      SUBACCOUNT                                     DECEMBER 31     DECEMBER 31        YEAR
      ----------                                     -----------     -----------        ----
<S>                                                      <C>        <C>                  <C>
AMERITAS PORTFOLIOS
    Ameritas Money Market                               1.564    28,938,755.129         1998
                                                        1.502    24,152,433.573         1997
                                                        1.442    38,305,988.303         1996
                                                        1.385    41,390,848.004         1995
                                                        1.325    48,755,227.272         1994
                                                        1.286    24,394,597.763         1993
                                                        1.262    23,516,860.733         1992
                                                        1.000    15,150,911.120         1991
                                                        1.173    11,911,544.496         1990
                                                        1.099       208,280.871         1989
                                                        1.020       157,416.729         1988

  Ameritas Index 500                                  152.023       324,430.114         1998
                                                      119.950       305,482.509         1997
                                                       91.522       136,170.960         1996
                                                       75.455         8,789.710         1995

  Ameritas Growth                                      66.442       966,582.156         1998
                                                       45.429       898,455.708         1997
                                                       36.580       999,195.999         1996
                                                       32.678       743,312.674         1995
                                                       24.259       641,126.689         1994
                                                       24.209       166.606.094         1993
                                                       20.017        61,910.658         1992

  Ameritas Income & Growth                             37.914       458,454.823         1998
                                                       28.997       550,158.540         1997
                                                       21.541       453,812.266         1996
                                                       18.224       366,345.060         1995
                                                       13.654       172,001.664         1994
                                                       15.073        98,620.982         1993
                                                       13.831        33,407.531         1992

  Ameritas Small Capitalization                        52.652       943,846.319         1998
                                                       46.147     1,205,615.388         1997
                                                       41.950     1,182,697.070         1996
                                                       40.773     1,084,733.736         1995
                                                       28.603       671,144.393         1994
                                                       30.286       539,880.302         1993
                                                       27.043       222,600.706         1992

                                   ANNUITY III
                                       14

<PAGE>




  Ameritas MidCap Growth                               30.395       783,105.026         1998
                                                       23.619       918,967.102         1997
                                                       20.796     1,089,363.623         1996
                                                       18.820       793,128.739         1995
                                                       13.190       268,394.026         1994
                                                       13.563        91,504.219         1993

  Ameritas Emerging Growth                             21.560       990,308.607         1998
                                                       16.270     1,005,467.778         1997
                                                       13.514       874,037.108         1996
                                                       11.693        80,881.596         1995

  Ameritas Research                                    19.083       216,719.549         1998
                                                       15.660        96,620.140         1997

  Ameritas Growth With Income                          20.186       603,496.609         1998
                                                       16.709       524,597.467         1997

FIDELITY FUNDS
  VIP Equity-Income                                    42.680     3,080,099.156         1998
                                                       38.71     63,708,458.398         1997
                                                       30.599     4,005,999.533         1996
                                                       27.112     4,341,950.825         1995
                                                       20.322     2,332,200.380         1994
                                                       19.217     1,692,367.958         1993
                                                       16.460     1,090,217.227         1992
                                                       11.850       873,089.237         1991
                                                       10.971       536,146.361         1990
                                                       13.118        79,609.928         1989
                                                       11.315        15,337.513         1988

  VIP Growth                                           61.617     2,120,046.256         1998
(As of  October 23, 1987, the inception date of        44.724     2,415,265.185         1997
Separate Account VA-2, the accumulation unit           36.673     2,841,801.470         1996
value of this Subaccount was 9.840.)                   32.375     2,680,503.815         1995
                                                       24.207     2,448,226.330         1994
                                                       24.517     1,930,905.248         1993
                                                       20.795     1,058,120.400         1992
                                                       18.510       832,635.695         1991
                                                       13.399       344,241.440         1990
                                                       15.380         4,476.273         1989
                                                       11.853         3,944.769         1988


  VIP High Income                                      27.076     1,413,793.801         1998
(As of  October 23, 1987, the inception date of        28.657     1,704,372.425         1997
Separate Account VA-2, the accumulation unit           24.658     1,983,835.169         1996
value of this Subaccount was 9.500.)                   21.896     1,638,820.985         1995
                                                       18.414     1,076,076.694         1994
                                                       18.938       780,485.192         1993
                                                       15.910       404,678.129         1992
                                                        9.550       429,942.219         1991
                                                        9.797        75,439.485         1990
                                                       10.167        52,878.092         1989
                                                       10.750        15,646.599         1988



                                   ANNUITY III
                                       15

<PAGE>



  VIP Overseas                                         23.268     1,988,829.223         1998
(As of  October 23, 1987, the inception date of        20.895     2,281,006.985         1997
Separate Account VA-2, the accumulation unit           18.967     2,676,510.350         1996
value of this Subaccount was 9.240.)                   16.964     2,693,065.371         1995
                                                       15.674     2,050,429.513         1994
                                                       15.601     1,680,013.325         1993
                                                       11.507       452,257.534         1992
                                                       13.100       261,859.646         1991
                                                       12.216       214,204.062         1990
                                                       12.597        72,009.171         1989
                                                       10.099         2,271.707         1988

  VIP II Asset Manager                                 27.631     4,582,164.895         1998
                                                       24.317     5,404,447.980         1997
                                                       20.407     5,829,761.845         1996
                                                       18.030     6,384,770.138         1995
                                                       15.609     7,758,786.284         1994
                                                       16.830     5,540,619.649         1993
                                                       14.076     2,461,567.482         1992
                                                       12.550     1,037,390.785         1991
                                                       10.523       187,701.160         1990

  VIP II Investment Grade Bond                         17.196     2,222,621.962         1998
                                                       15.996     1,667,451.370         1997
                                                       14.851     1,649,736.501         1996
                                                       14.574     1,584,105.144         1995
                                                       12.577     1,185,301.883         1994
                                                       13.232     1,220,611.462         1993
                                                       12.074       799,187.033         1992
                                                       11.080       151,044.569         1991

  VIP II Asset Manager: Growth                         20.849       249,811.632         1998
                                                       17.955       494,527.646         1997
                                                       14.536       131,061.318         1996
                                                       12.270        18,219.455         1995

  VIP II Contrafund                                    26.218     1,222,511.772         1998
                                                       20.423     1,204,532.869         1997
                                                       16.657     1,297,694.248         1996
                                                       13.903       179,239.249         1995

ALGER AMERICAN FUND
  Balanced                                             23.099       294,670.124         1998
                                                       17.783       249,403.260         1997
                                                       15.028       268,181.328         1996
                                                       13.813       182,890.799         1995
                                                       10.872        94,786.818         1994
                                                       11.499        34,686.690         1993


  Leveraged AllCap                                     35.389       189,593.807         1998
                                                       22.702       152,025.879         1997
                                                       19.207       188,702.059         1996
                                                       17.358        59,364.752         1995

MFS TRUST
  Utilities                                            23.693       317,248.737         1998
                                                       20.319       284,050.993         1997
                                                       15.620       191,935.241         1996
                                                       13.345        40,557.341         1995

                                   ANNUITY III
                                       16

<PAGE>

  Global Governments                                   11.955       116,776.015         1998
                                                       11.218        79,452.845         1997
                                                       11.489        68,811.144         1996
                                                       11.184        15,779.622         1995
  New Discovery                                            --               ---         1998

MSDW UNIVERSAL FUNDS
  Emerging Markets Equity                               7.283       109,949.389         1998
                                                        9.728       122,626.860         1997

  Global Equity                                        13.342       137,877.141         1998
                                                       11.905        67,151.328         1997

  International Magnum                                 11.454       190,548.651         1998
                                                       10.642       162,449.870         1997

  Asian Equity                                          5.175       101,176.869         1998
                                                        5.602       118,538.172         1997

  U.S. Real Estate                                     10.302        66,675.453         1998
                                                       11.702       134,736.719         1997
</TABLE>

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 Fund expense
charges.

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. This issue arose because both mainframe and PC-based
computer hardware and software have traditionally used two digits to identify
the year. For example, the year 1998 is input, stored and calculated as "98."
Similarly, the year 2000 would be input, stored and calculated as "00." If
computers assume this means 1900, it could cause errors in calculations,
comparisons, and other computing functions.

Like all insurance companies, AVLIC makes extensive use of dates and date
calculations. We began a corporate-wide Year 2000 (Y2K) project in mid-1996. Our
goal is to ensure that our computer systems continue to operate smoothly with no
service disruptions before, during or after the year 2000.

As of December 31, 1998, all of our computer application and operating systems
had been updated for the year 2000. Continuous testing and monitoring throughout
1999 will help AVLIC continue to meet our contractual and service obligations to
our customers. In addition to our internal efforts, AVLIC is working closely
with vendors and other business partners to confirm that they too are addressing
Y2K issues on a timely basis. We believe that we are Y2K - compliant; however,
in the event we or our service providers, vendors, financial institutions or
others with which we conduct business, fail to be Y2K - compliant, there would
be a materially adverse effect on us. Certain vendors and/or business partners,
due to their exposure to foreign markets, may face additional Y2K issues. Please
see the Funds' prospectuses for information on the Funds' preparedness for Y2K.


                                   ANNUITY III
                                       17

<PAGE>



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), a Nebraska stock life insurance company, 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, 1998 of over
$4.1 billion. AmerUs Life had total assets as of December 31, 1998 of over $10.4
billion.

AVLIC has a rating of A (Excellent) for financial strength and operating
performance from A.M. Best Company, a firm that analyzes insurance carriers.
This is the third highest of Best's 15 categories. AVLIC is rated AA (Very
Strong) for insurer financial strength from Standard & Poor's. This is the third
highest of Standard & Poor's 21 ratings. Ameritas Life enjoys a long standing A+
(Superior) rating from A.M. Best, the second highest of Best's ratings.

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 which has a
financial rating by a national rating agency equal to or greater than Ameritas
Life and which agrees to assume the guarantee. AmerUs Life will be relieved of
its obligations under the guarantee if it sells its interest in AMAL Corporation
to another insurance company which has a financial rating by a national rating
agency equal to or greater than that of AmerUs Life, and the purchaser assumes
the guarantee.

Ameritas Investment Corp., the principal underwriter of the Policies, may
publish in advertisements and reports to the Owners, the ratings and other
information assigned to Ameritas Life and AVLIC 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 Separate Account VA-2. Published material may also include charts
and other information concerning asset allocation, dollar cost averaging,
Portfolio rebalancing, diversification, earnings sweep, tax deference, long term
market trends, 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 VA-2") was established under Nebraska law on May 28, 1987 to receive and
invest premiums paid under the Policy. Assets of Separate Account VA-2 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 Separate Account VA-2 are credited without regard to other income, gains, or
losses of AVLIC.

Separate Account VA-2 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 make Policy loans or transfer assets from one
Portfolio to another, or to the Fixed Account, as requested by the Owner. Any
dividend or capital gain distribution is automatically reinvested in the
corresponding Subaccount.


                                   ANNUITY III
                                       18

<PAGE>

All obligations arising under the Policies are liabilities of AVLIC. AVLIC will
always keep assets in Separate Account VA-2 with a total market value at least
equal to the reserve and other contract liabilities of Separate Account VA-2. To
the extent assets in Separate Account VA-2 exceed AVLIC's liabilities in
Separate Account VA-2, AVLIC may withdraw excess assets to cover general account
obligations.

Separate Account VA-2 is a unit investment trust registered with the Securities
and Exchange Commission ("SEC") under the Investment Company Act of 1940 ("1940
Act"). This does not involve any SEC supervision of the management or investment
policies or practices of Separate Account VA-2.

THE FUNDS
Each Fund is registered with the SEC under the 1940 Act as an open-ended
management investment company or a series thereof. There are currently 27
Subaccounts within Separate Account VA-2, 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
Portfolio, 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.

The investments in the Portfolios may be managed by Portfolio managers which
manage one or more other mutual funds that have similar names, investment
objectives, and investment styles as the Portfolios. You should be aware that
the Portfolios are likely to differ from the other mutual funds in size, cash
flow pattern, and tax matters. Thus, the holdings and performance of the
Portfolios can be expected to vary from those of the other mutual funds.

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 Funds may be 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
Separate Account VA-2 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>
Ameritas Portfolios        Ameritas Investment Corp.                 Ameritas Money Market
                                                                     Ameritas Index 500
                                                                     Ameritas Growth
                                                                     Ameritas Income & Growth
                                                                     Ameritas Small Capitalization
                                                                     Ameritas MidCap Growth
                                                                     Ameritas Emerging Growth
                                                                     Ameritas Research
                                                                     Ameritas Growth With Income

Fidelity Funds             Fidelity Management and 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 Contrafund


                                   ANNUITY III
                                       19

<PAGE>



Alger American Fund        Fred Alger Management, Inc.               Alger American Balanced
                                                                     Alger American Leveraged AllCap

MFS Trust                  Massachusetts Financial Services Company  Utilities
                                                                     Global Governments
                                                                     New Discovery

MSDW Universal             Morgan Stanley Dean Witter                Emerging Markets Equity
Funds                      Investment Management Inc.                Global Equity
                                                                     International Magnum
                                                                     Asian Equity
                                                                     U.S. Real Estate
</TABLE>

Each of the funds, other than the Ameritas Portfolios, is managed by an
investment advisory organization that is not affiliated with AVLIC. The Ameritas
Portfolios are managed by AIC, an AVLIC affiliate, and subadvised as follows:

Ameritas Money Market           Calvert Asset Management Company, Inc.
Ameritas Index 500              State Street Global Advisors
Ameritas Growth                 Fred Alger Management, Inc. ("Alger Management")
Ameritas Income & Growth        Alger Management
Ameritas Small Capitalization   Alger Management
Ameritas MidCap Growth          Alger Management
Ameritas Emerging Growth        Massachusetts Financial Services Company
                                ("MFS Co.")
Ameritas Research               MFS Co.
Ameritas Growth With Income     MFS Co.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
AVLIC reserves the right, subject to applicable law, to add, delete, combine, or
substitute investments in Separate Account VA-2 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 objectives or restrictions, or
for some other reason. AVLIC may operate Separate Account VA-2 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 Separate Account VA-2
to another separate account. If necessary, we will notify the SEC and/or state
insurance authorities and will obtain any required approvals before making these
changes.

If any changes are made, AVLIC may, by appropriate endorsement, change the
Policy to reflect the changes. 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 Separate Account VA-2. AVLIC will determine the basis for
making any new Subaccounts available to existing Owners.

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

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 3.5%. AVLIC may, at its discretion,
set a higher interest rate. The Fixed Account is not available to Oregon Policy
Owners.

Each month AVLIC will establish the declared rate for the Policies with a Policy
Date or Policy anniversary date in that month. Interest will be credited on the
amounts transferred or allocated to the Fixed Accounts at the declared rate
effective for the month of issue. The declared rate is guaranteed for the
remainder of the Policy Year. During later Policy Years, all amounts in the
Fixed Account will earn interest at the declared rate in effect in the month of
the last Policy anniversary. Declared interest rates may increase or decrease
from previous periods.

Amounts allocated to the Fixed Account or transferred from Separate Account VA-2
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

                                   ANNUITY III
                                       20

<PAGE>



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 SEC has not reviewed the disclosures in this prospectus relating to the
Fixed Account portion of the contract; however, disclosures regarding the Fixed
Account portion of the contract may be subject to generally applicable
provisions of the federal securities laws regarding the accuracy and
completeness of statements made.

THE POLICY

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.

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

CONTROL OF POLICY
The Owner is the person or entity named as such in the application or 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 the
Owner's Designated Beneficiary, if living; otherwise to the estate of the last
Owner to die.

POLICY APPLICATION AND PREMIUM PAYMENT
Individuals wishing to purchase a Policy should send a complete application and
initial premium to AVLIC's Home Office (5900 "O" Street, P.O. Box 82550,
Lincoln, Nebraska 68501). The application to purchase a Nonqualified Policy must
be submitted with an initial Premium Payment of not less than $2,000 unless
other provisions for payment of the $2,000 premium are made. An application to
purchase an annuity in a qualified plan may be submitted with initial monthly
premiums of as little as $50 in periodic payment plans providing for $600 in
premiums per year. Acceptance is subject to AVLIC's underwriting rules, and
AVLIC reserves the right to reject any application for any reason.

After the Policy is issued, an Owner of a Policy in a non-qualified plan may
make additional Premium Payments of $500 or more. Smaller Premium Payments may
be accepted on Bank-O-Matic in tax-qualified plans or at AVLIC's discretion.
Total premiums may not exceed $1,000,000 for either a single Policy or for
multiple AVLIC annuity policies having the same Annuitant.

If the application and initial Premium Payment can be accepted in the form
received, the initial Premium Payment 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, AVLIC will request the information
necessary to complete the application. Once the application is complete and we
have received the initial premium, the premium will be applied within two
business days. 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.

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


                                   ANNUITY III
                                       21

<PAGE>



ALLOCATION OF PREMIUM
You may allocate the net premium to one or more 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 Accumulation Value is allocated on the Issue Date of the Policy to one or
more Subaccounts of Separate Account VA-2 or to the Fixed Account. The
Accumulation Value will be used to purchase Accumulation Units of the
Subaccounts of Separate Account VA-2 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 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 Cash Surrender Value which on the
Annuity Date affects the level of Annuity Payments payable. You should
periodically review your allocations 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. Thereafter, the
Accumulation Value of the Policy is determined on each Valuation Date by
multiplying the number of Accumulation Units of each Subaccount by the current
value of an Accumulation Unit for each 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 administrative fee and the annual
Policy fee, any withdrawals, and any charges upon withdrawal and, upon
annuitization, any applicable premium taxes and charges.

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 the Portfolio as of the end of the
Valuation Period in which the allocation is made. The Accumulation Units of each
Subaccount are valued separately. The Accumulation Unit value 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, interest earned in the Fixed Account, additional
Premium Payments, withdrawals, as well as the deduction of any applicable
charges under the Policy.

VALUATION DATE AND VALUATION PERIOD. A Valuation Date is each day on which the
New York Stock Exchange ("NYSE") is open for trading. The net asset value for
each Fund portfolio is determined as of the close of regular trading on the
NYSE. The net investment return for each Subaccount and all transactions and
calculations with respect to the Policies as of any Valuation Date are
determined as of that time. A Valuation Period is the period between two
successive Valuation Dates, commencing on the close of the NYSE on each
Valuation Date and ending at the close of the NYSE on the next succeeding
Valuation Date.

TRANSFERS
You may make transfers among the Subaccounts and/or the Fixed Account 15 times
each Policy Year without charge. A transfer charge of $10.00 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 Owner is
invested. Each transfer must be at least $250, or the balance of the Subaccount,
if less. You may make unlimited transfers from the Subaccounts 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 Subaccounts 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 Subaccount or the Fixed
Account after a transfer is $100.

                                   ANNUITY III
                                       22

<PAGE>



If you have money in the Ameritas Portfolios as a result of the substitution
which occurred at the close of business on the Substitution Date, the following
procedure is applicable until December 1, 1999: you may transfer money out the
Ameritas Portfolios to any other Subaccount available under the Policy without
any administrative charge and without the transfer counting as one of your "free
transfers."

You may initiate transactions by telephone. AVLIC will employ reasonable
procedures to confirm that telephone instructions are genuine, and if it does
not, AVLIC may be liable for any losses due to unauthorized or fraudulent
instructions. 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 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. We will count your
transfers in these programs when determining whether the transfer fee applies.
Lower minimum amounts may be allowed to transfer as part of a systematic
program. All other normal transfer restrictions, as described above, apply.
There is no separate charge for participation in these programs at this time.

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

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

EARNINGS SWEEP. Permits systematic redistribution of earnings among Subaccounts.

You can request participation in the available programs when purchasing the
Policy or at a later date. You 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. Participation in any
systematic program will automatically terminate upon the death of the Annuitant.
Use of systematic programs may not be advantageous, and does not guarantee
success.

DISTRIBUTIONS UNDER THE POLICY

In the absence of specific direction from the Owner, amounts will be withdrawn
from the Subaccounts and the Fixed Account on a pro rata basis. Any partial
withdrawal that would reduce the Cash Surrender Value to less than $1000 will be
considered a request for full withdrawal. Any partial annuitization will be
allocated first to earnings and then to principal.

All withdrawals of amounts held in Separate Account VA-2 will be paid within
seven days of receipt of written request, subject to postponement in certain
circumstances. (See the section on Deferment of Payment.) Payments under the
Policy of any amounts derived from a premium paid by check may be delayed until
such time as the check has cleared the payor's bank. If, at the time you make a
partial or full withdrawal request, you have not provided AVLIC with a written
election not to have federal income taxes withheld, We must by law withhold such
taxes from the taxable portion of any full or partial withdrawal and remit that
amount to the federal government. At your request, We will provide a form to
request a withdrawal and to notify Us of your election whether to have federal
income taxes withheld. Moreover, the Internal Revenue Code provides that a 10%
penalty tax may be imposed on certain early withdrawals. (See the section on
Federal Tax Matters--Taxation of Annuities in General.)


                                   ANNUITY III
                                       23

<PAGE>



Since you have the entire investment risk for amounts held in Separate Account
VA-2 and because certain withdrawals are subject to a Contingent Deferred Sales
Charge, the total amount paid upon withdrawals under the Policy (taking into
account any prior withdrawals) may be more or less than the Premium Payments
made.

FULL AND PARTIAL WITHDRAWALS
Any time prior to the Annuity Date and while the Annuitant is still living, you
may make partial withdrawals or a full withdrawal of the Policy to receive all
or part of the Accumulation Value (less any applicable charges). You may request
partial withdrawals or a full withdrawal on a form approved by AVLIC. No partial
or full withdrawals may be made after the Annuity Date except as permitted under
a particular Annuity Income Option. The withdrawal right may be restricted by
Section 403(b)(11) of the IRS Code and, should the withdrawal be an eligible
rollover distribution from a qualified plan or an annuity in a 403(b) plan, it
will be subject to a mandatory 20% withholding under the IRS Code unless the
distribution is paid directly by AVLIC into an eligible retirement plan in a
direct rollover. (See the section on Federal Tax Matters.)

The amount available for full or partial withdrawal ("Cash Surrender Value") is
the Accumulation Value at the end of the Valuation Period during which the
written request for withdrawal is received, less any Contingent Deferred Sales
Charge, any applicable premium taxes, and in the case of a full withdrawal, less
the annual Policy fee that would be due on the last Valuation Date of the Policy
Year. The Cash Surrender Value may be paid in a lump sum to the Owner, or, if
elected, all or any part may be paid out under an Annuity Income Option. (See
the section on Annuity Income Options.)

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

REFUND PRIVILEGE
You have a period of time to examine a Policy and return it for a refund. You
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. This amount may be more or less than the Premium
Payments made. In other states, the refund is equal to the greater of the
premiums paid or the premiums adjusted by investment gains and losses. All
Individual Retirement Annuity (IRA) 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.

POLICY LOANS
After the first Policy anniversary the Owner of a Policy purchased in a 403(b)
qualified plan may borrow up to the lesser of: $50,000 (including all loans
outstanding during the preceding year); or 50% of the Cash Surrender Value of
the Policy; or 50% of the present value of the non-forfeitable accrued benefits
of the Owner under the Policy. One loan may be taken each year and the minimum
initial loan amount is $1,000. The loans usually are funded within 7 days of the
receipt of a written request. Any outstanding loan balance will be deducted from
Policy proceeds payable due to death, surrender, or upon annuitization.

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

The current loan interest rate will be 7.5% and is guaranteed not to exceed 8%
per year. When a loan is made, Accumulation Values equal to the amount of the
loan will be transferred from Separate Account VA-2 and/or the Fixed Account to
AVLIC's general account as security for the debt. The Owner is currently earning
4.5% and is guaranteed to earn 3.5% on the amount securing the debt. The
Accumulation Values transferred out of Separate Account VA-2 will be allocated
among the Subaccounts or Fixed Account as instructed by the Owner when the loan
is requested. If no

                                   ANNUITY III
                                       24

<PAGE>



instructions are given, the amounts will be withdrawn in proportion to the
various Accumulation Values in the Subaccounts or the Fixed Account. Upon
repayment of the loan, the transfers back into Separate Account VA-2 or Fixed
Account will be allocated in accordance with the allocation instructions in
effect when the payments are made.

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

CHARGES AND DEDUCTIONS

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

No deductions are made from the Premium Payments before they are allocated to
Separate Account VA-2 or the Fixed Account, unless taxes are imposed by state
law upon the receipt of a Premium Payment. In that case, AVLIC will deduct the
premium tax due when the premiums are received. Other charges, such as transfer
and Contingent Deferred Sales Charges, may be made upon transfers, withdrawals
or, in some cases, upon annuitization, as described more fully below.

ADMINISTRATIVE CHARGES
ANNUAL POLICY FEE. An annual Policy fee of up to $50.00 (currently $36.00,
$30.00 in North Dakota) is deducted from the Accumulation Value on the last
Valuation Date of each Policy Year or upon a full withdrawal. This charge
reimburses AVLIC for the administrative costs of maintaining the Policy on
AVLIC's system.

From time to time AVLIC may reduce the amount of the annual Policy fee. AVLIC
may do so when annuities are sold to individuals or a group of individuals in a
manner that reduces the administrative costs of Policy maintenance. AVLIC would
consider such factors as: (1) the size and type of group; (2) the number of
annuities purchased by an Owner; (3) the amount of Premium Payments; and/or (4)
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.

ANNUAL ADMINISTRATION 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, record keeping, preparing and mailing reports,
processing Death Benefit claims and overhead. This charge of .20% of the
Accumulation Value is guaranteed not to be increased. It is calculated and
deducted from the Accumulation Value on the last Valuation Date of each Policy
Year.

AVLIC does not expect to make a profit on the charges for the annual Policy and
administration fees.

TRANSFER CHARGE. Transfer charges may be levied. (See the section on Transfers.)

MORTALITY AND EXPENSE RISK CHARGE
AVLIC imposes a charge to compensate it for bearing certain mortality and
expense 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 Separate
Account VA-2. 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.

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,

                                   ANNUITY III
                                       25

<PAGE>


nor an improvement in life expectancy greater than expected, will have any
adverse effect 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 in two important
aspects. First, regardless of the Annuity Income Option selected, it guarantees
the purchase rates for the Annuity Income Options available under the Policy.
Second, AVLIC 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, less withdrawals, and periodic charges.

The expense risk undertaken by AVLIC, with respect to Separate Account VA-2, is
that the deductions for administrative costs under the Policies may be
insufficient to cover the actual future costs incurred by AVLIC for providing
Policy administration services.

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

CONTINGENT DEFERRED SALES CHARGE
Since no deduction for a sales charge is made from the Premium Payment, unless
waived, a Contingent Deferred Sales Charge is imposed on certain partial and
full withdrawals and upon certain annuitizations to cover certain expenses
relating to the distribution of the Policy, including commissions to registered
representatives and other promotional expenses. In a Policy Year, you may
withdraw up to the greater of 10% of the Policy Accumulation Value or the
earnings at that time and we will not assess a Contingent Deferred Sales Charge.
We consider earnings to be that portion of the Accumulation Value that exceeds
the total premiums we have received after any previous withdrawals. The
Contingent Deferred Sales Charge is assessed only on premiums paid based upon
the number of years since premiums withdrawn were paid, on a first paid, first
withdrawn basis. The Contingent Deferred Sales Charge is a maximum of 6% of the
Premium Payment withdrawn and grades to 0% after the seventh year after the
withdrawn premiums were deposited. Those Annuitants whose Policies have been in
force for at least one year and meet certain conditions may make withdrawals
without surrender charges. (See the section on Critical Needs Withdrawals.)

Where a partial or full withdrawal is taken or amounts are applied under an
annuity option, which are subject to a Contingent Deferred Sales Charge, the
Contingent Deferred Sales Charge will be expressed as a percentage of the
Premium Payments withdrawn or annuitized as follows:

             YEAR            %                   YEAR            %
             ----            -                   ----            -
               1             6                     5             4
               2             6                     6             3
               3             6                     7             2
               4             5                     8+            0

In the case of a partial withdrawal or annuitization, the Contingent Deferred
Sales Charge will be deducted from the amounts remaining under the Policy. The
charge will be allocated pro rata among the Subaccounts (or the Fixed Account)
based on the Accumulation Value in each prior to the withdrawal or annuitization
unless an Owner requests a partial withdrawal or annuitization from particular
Subaccounts or the Fixed Account in which case the charge will be allocated
among those Subaccounts or the Fixed Account in the same manner as the
withdrawal. A Contingent Deferred Sales Charge will not be assessed on Premium
Payments withdrawn at least two years after deposit, if withdrawn and applied
under the Life Annuity or Joint and Last Survivor Annuity options. (See the
section on Annuity Income Options.) Further, the sum of all Contingent Deferred
Sales Charges will never exceed 6% of the Premium Payment for each payment
period.

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

TAXES
The Owner will pay premium taxes that currently range from 0% to 3.5% of the
premium paid, where such taxes are imposed by 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

                                   ANNUITY III
                                       26

<PAGE>


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.  Owners are responsible for informing AVLIC in writing
of changes of residence.

Under present laws, AVLIC will incur state or local taxes (in addition to the
premium taxes described above) in several states. At present, these taxes are
not significant; thus, AVLIC 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 Unit value.

AVLIC does not expect to incur any federal income tax liability attributable to
investment income or capital gains retained as part of the reserves under the
Policies. (See the section on Federal Tax Matters.) Based upon these
expectations, no charge is being made currently to Separate Account VA-2 for
corporate federal income taxes which may be attributable to Separate Account
VA-2.

AVLIC will periodically review the question of a charge to Separate Account VA-2
for corporate federal income taxes related to Separate Account VA-2. Such a
charge may be made in future years for any federal income taxes incurred by
AVLIC. This might become necessary if the tax treatment of AVLIC is ultimately
determined to be other than what AVLIC currently believes it to be, if there are
changes made in the federal income tax treatment of annuities at the corporate
level, or if there is a change in AVLIC's tax status. In the event that AVLIC
should incur federal income taxes attributable to investment income or capital
gains retained as part of the reserves under the Policy, the Accumulation Unit
value would be correspondingly adjusted.

FUND INVESTMENT ADVISORY FEES AND EXPENSES
The value of assets in Separate Account VA-2 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 (seventh Policy anniversary in
Oregon) 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 (90th birthday in Oregon), and may be extended further with Home Office
approval. The 29th, 30th, or 31st day of any month may not be selected as the
Annuity Date.

In selecting an Annuity Date, the Owner may wish to consider the applicability
of a Contingent Deferred Sales Charge, which is imposed upon an annuitization
prior to the third Policy Year following the Premium Payment where a life
annuity is selected, and prior to the eighth Policy Year if any other Annuity
Income Option is selected.

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 AVLIC's
Home Office at least 30 days before the currently scheduled Annuity Date. The
Annuity Date and Annuity Income Options available for Qualified Policies may
also be controlled by endorsements, the plan or applicable law.

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 net Cash
Surrender Value as of the Annuity Date, and the Annuity Income Option. The net
Cash Surrender Value is equal to the Cash Surrender Value less any premium
taxes, if applicable. Thereafter, the monthly Annuity Payment will not change,
except in the event you choose the Interest Payment Option, in which case the
payment will vary based on the rate of interest determined by AVLIC. All or part
of the net Cash Surrender Value may be placed under one or more Annuity Income
Option. If Annuity Payments are to be paid under more than one option, AVLIC
must be told what part of the net Cash Surrender Value is to be paid under each
option.

                                   ANNUITY III
                                       27

<PAGE>


The Annuity Income Options are shown below. You must choose an Annuity Income
Option by written request to AVLIC at least thirty (30) days in advance of the
Annuity Date. If you do not, 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 $20, AVLIC
reserves the right to pay the net Cash Surrender Value as a lump sum payment.

If you choose an Annuity Income Option which depends on the continuation of life
of the Annuitant or of a joint Annuitant, proof of birth date may be required
before Annuity Payments begin. For Annuity Income Options involving life income,
the actual age of the Annuitant or joint Annuitant will affect the amount of
each payment. Since payments to older Annuitants are expected to be fewer in
number, the amount of each Annuity Payment shall be greater. For Annuity Income
Options that do not involve life income, the length of the payment period will
affect the amount of each payment, with the shorter the period, the greater the
amount of each Annuity Payment.

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 for the life
          of the survivor, ceasing with the last Annuity Payment due prior to
          the survivor's death.

The rate of interest payable under the Interest Payment, Designated Amount
Annuity, or Designated Period Annuity options will be guaranteed at 3%
compounded yearly. Payments under the Life Annuity and Joint and Last Survivor
Annuity options will be based on the 1983 Table "a" Annuity Table at 3.5%
interest. AVLIC may, at any time of election of an Annuity Income Option, offer
more favorable rates in lieu of the guaranteed rates specified in the annuity
tables. These rates may be based on Annuity Tables which distinguish between
males and females.

Under current administrative practice, AVLIC allows the beneficiary to transfer
amounts applied under 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. If you are concerned about any of the tax implications
discussed, 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 the section on Tax Charges.)

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


                                   ANNUITY III
                                       28

<PAGE>



TAXATION OF ANNUITIES IN GENERAL
NONQUALIFIED POLICIES. Section 72 of 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 generally applied to owners that are not natural persons. Generally,
an owner of a policy who is not a natural person must include in income any
increase in the excess of the owner's cash value over the owner's "investment in
the policy" during the taxable year, even if no distribution occurs. There are,
however, exceptions to this rule which you may wish to discuss with your tax
counsel. The following discussion applies to Policies owned by natural persons.

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

Generally, in the case of a withdrawal under a nonqualified policy, amounts
received 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.

Tax treatment of amounts received as an annuity under the Policy, is different
from taxation of distributions or withdrawals that are not in annuity form.
Although the tax consequences may vary depending on the annuity income option
elected under the policy, in general, only the portion of an annuity payment
that represents the amount of the payment which exceeds the payment's
proportionate share of "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.

A federal penalty equal to 10% of the amount treated as taxable income may also
be imposed on distributions from non-qualified annuity policies. 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 on or after the death of the
owner, (3) attributable to the taxpayer's becoming disabled within the meaning
of Internal Revenue Code Section 72 (m)(7), (4) received in substantially equal
payments (not less frequently than annually) made for the life or life
expectancy of the taxpayer or the joint lives (or joint life expectancies) of
the taxpayer and his or her designated beneficiary, subject to Internal Revenue
Service requirements, including special "recapture" rules or (5) which are
allocable to "investment in the policy" made prior to August 14, 1982.

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

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

                                   ANNUITY III
                                       29

<PAGE>



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 prior to the annuity starting date from qualified policies
other than IRAs prior to the annuity starting date, 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 "investments 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. 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. However, special favorable tax treatment may
be available for certain distributions (including lump sum distributions from
plans other than IRAs or TSAs made in tax years beginning before January 1,
2000). Adverse tax consequences may result from excess contributions,
distributions 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 or unavailable
depending on your adjusted gross income. Withdrawals of earnings from Roth IRAs
may be tax free if certain requirements are met. If withdrawals do not meet
those requirements, they will be considered to be made first from contributions,
then from "conversion" amounts (on a first-in, first-out basis), and then from
earnings. The earnings will be subject to income tax and an additional 10%
penalty tax may apply to distributions made prior to age 59 1/2. 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, taxpayers can elect to include the full
taxable conversion amount in income for 1998 or to have the tax spread over 4
years on a pro rata basis, beginning in 1998). Conversion amounts will not
generally be subject to the 10% penalty tax that applies to premature
distributions, unless a distribution of the conversion amount from the Roth IRA
occurs within the 5 taxable year period beginning with the year of conversion.
Also, income inclusion may be accelerated if a distribution is made of 1998
conversion amounts which are subject to the 4 year spread rule.

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) or annuities used in 403(b) plans are subject
to income tax withholding at a rate of 20% unless the Owner elects to have the
distribution paid directly by AVLIC to an eligible retirement plan (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 non-qualified policies. However, Section
457 non-qualified 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) generally receives the Death Benefit proceeds
following death of the Annuitant. The Owner may name both primary and contingent
Annuitant's Beneficiaries. The Annuitant's Beneficiary(ies) and their designated
class are specified in the application.

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.

CHANGE OF BENEFICIARY
The Owner may change the Annuitant's Beneficiary and Owner's Designated
Beneficiary by written request on a Change of Beneficiary form at any time
during the Annuitant's lifetime unless otherwise provided in the previous
designation of beneficiary. AVLIC, at its option, may require that the Policy be
returned to the Home Office for endorsement of any change, or that other forms
be completed. The change will take effect as of the date the change is recorded
at the Home

                                   ANNUITY III
                                       30

<PAGE>


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 PRIOR TO ANNUITY DATE
If the Annuitant dies prior to the Annuity Date, an amount will be paid as
proceeds to the Annuitant's Beneficiary. The Death Benefit is payable upon
receipt of Due Proof of Death of the Annuitant, as well as proof that the
Annuitant died prior to the Annuity Date. AVLIC guarantees to pay the Death
Benefit established on the date Due Proof of Death is received by AVLIC at its
Home Office. The Death Benefit is payable as a lump sum cash benefit or under
one of the Annuity Income Options.

The Owner may elect an Annuity Income Option for the 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 Due Proof of Death includes a "Claimant's Statement," which specifies how
the Annuitant's Beneficiary wishes to receive the benefit (unless the Owner
previously selected an Annuity Income Option), the amount of the Death Benefit
will continue to reflect the investment performance of Separate Account VA-2
until that information is supplied to AVLIC. In order to take advantage of the
favorable tax treatment accorded to receiving the Death Benefit as an annuity,
the Annuitant's Beneficiary must elect to receive the benefits under an Annuity
Income Option within 60 days "after the day on which such lump sum became
payable," as defined in the Internal Revenue Code. The Death Benefit will be
paid to the Annuitant's Beneficiary within seven days of when it becomes
payable.

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 Cash Surrender 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.

DEFERMENT OF PAYMENT
Payment of any cash withdrawal or lump sum Death Benefit due from Separate
Account VA-2 will occur within seven days from the date the amount becomes
payable, except that AVLIC may be permitted to defer such payment if:

(1) the New York Stock Exchange is closed other than customary weekends and
holidays or trading on the New York Stock Exchange is otherwise restricted; or

(2) the SEC permits the delay for the protection of Owners; or

(3) an emergency exists as determined by the SEC.

In addition, surrenders or partial 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 and/or joint Annuitant (if any) has been misstated,
we will adjust the benefits and amounts payable under this Policy.


                                   ANNUITY III
                                       31

<PAGE>



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.

REPORTS AND RECORDS
AVLIC will maintain all records relating to Separate Account VA-2 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 fee for requested reports. The Owner will also be sent confirmations of
transactions, such as Premium 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 is affiliated with 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.

AIC offers clients a wide variety of financial products and services and has the
ability to execute stock and bond transactions on a number of national
exchanges. AIC is an AVLIC affiliate. AIC also serves as principal underwriter
for AVLIC's variable universal life policies, and for Ameritas Life's variable
life and variable annuity. AIC is the underwriter for the Ameritas Portfolios,
and also serves as its investment advisor. It also has executed selling
agreements with a variety of mutual funds, unit investment trusts, and direct
participation programs.

Commissions paid by AVLIC to broker-dealers may vary, but will equal, at most,
6.5% of premiums paid. From time to time, additional sales incentives may be
provided to broker-dealers. Managers may receive override commissions with
respect to the Policies.

The gross variable annuity compensation received by AIC on AVLIC's variable
annuities was $16,527,487 for 1998; $11,961,951 for 1997; and $10,067,075 for
1996.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

AVLIC holds the assets of Separate Account VA-2. 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
Policies. 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 Policy 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 Policies. AVLIC takes no responsibility for the
investment allocations and transfers transacted on a Policy Owner's behalf by
such third parties or any investment allocation recommendations made by such
parties. Policy Owners should be aware that fees paid for such services are
separate and in addition to fees paid under the Policies.

VOTING RIGHTS

To the extent required by law, AVLIC will vote the Portfolio shares held in
Separate Account VA-2 at shareholder meetings of the Funds in accordance with
instructions received from persons having voting interests in the

                                   ANNUITY III
                                       32

<PAGE>



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

The number of votes which are available to an Owner will be calculated
separately for each Subaccount of Separate Account VA-2.

Prior to the Annuity Date, the Owner holds a voting interest in each Subaccount
to which the Accumulation Value is allocated. The number of votes which are
available to an Owner will be determined by dividing the Accumulation Value
attributable to a Subaccount by the net asset value per share of the applicable
Portfolio. In determining the number of votes, fractional shares will be
recognized.

The number of votes will be determined as of the record date established by the
Portfolio. Voting instructions will be solicited by written communication prior
to the 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 Separate Account VA-2.

LEGAL PROCEEDINGS

There are no legal proceedings to which Separate Account VA-2 is a party or to
which the assets of Separate Account VA-2 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 Separate Account VA-2.
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 or by calling 1-800-745-1112. The following
is the Table of Contents for that Statement:

GENERAL INFORMATION AND HISTORY....................................... 2
THE POLICY............................................................ 2
GENERAL MATTERS....................................................... 7
FEDERAL TAX MATTERS................................................... 8
DISTRIBUTION OF THE POLICY............................................10
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS................................10
AVLIC.................................................................10
STATE REGULATION......................................................10
LEGAL MATTERS.........................................................10
EXPERTS...............................................................10
OTHER INFORMATION.....................................................10
FINANCIAL STATEMENTS..................................................11


                                   ANNUITY III
                                       33

<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
                               403(b) ERISA Plans
               403(b) Tax Sheltered Annuity (TSA) Plans-Withdrawal
                                  Restrictions

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 type of 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-16
            403(b) ERISA Plans
            403(b) Tax Sheltered Annuity (TSA) Plans-Withdrawal
                Restrictions



                                   AMERITAS VARAIBLE LIFE INSURANCE COMPANY LOGO


<PAGE>

AMERITAS VARAIBLE LIFE INSURANCE COMPANY LOGO

                              INFORMATION STATEMENT
                  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
(the Company), 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 the Company.

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
Company Representative or call 1-800-745-1112.

PART II.  PROVISIONS OF THE IRA LAW:

The Company's OVERTURE ANNUITY III (Form 4784), can be used for a Regular IRA, a
Rollover IRA, a Spousal IRA Arrangement, a Simplified Employee Pension Plan (SEP
IRA), or 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, the Company's Overture Annuity III is available for use as a
ROTH IRA. 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, the major
differences are set forth under the appropriate topics below.

A.      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.

                                      QD-1
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99


<PAGE>



        ROTH IRAS: A Roth IRA must be designated as such when it is established.
        Eligibility to contribute or convert to a Roth IRA is subject to income
        and other limits. Unlike Regular IRAs, if eligible, you may contribute
        to a Roth IRA even after age 70 1/2.

        1.  A REGULAR ROTH IRA IS A ROTH IRA ESTABLISHED TO RECEIVE ANNUAL
            CONTRIBUTIONS AND/OR QUALIFIED ROLLOVER CONTRIBUTIONS (INCLUDING IRA
            CONVERSION CONTRIBUTIONS) FROM OTHER ROTH IRAS OR FROM OTHER IRAS IF
            PERMITTED BY THE POLICY AND ENDORSEMENT.

            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.

        2.  A Roth Conversion IRA is a Roth IRA established to receive only
            rollovers or conversions from non-Roth IRAs made in the same tax
            year and is limited to such contributions.

        3.  Spousal Roth IRA Arrangement: Beginning in 1998, a Spousal Roth IRA
            may be set up for a "non-working" spouse who 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.

            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. A SIMPLE IRA must
            be established as such, thus some policies may not be available for
            use with a SIMPLE IRA Plan.

B.  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).

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

D.  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
    Plan 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 are 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 non-elective contributions (2% of compensation
    (subject to the cap under Code Section 401(a)(17) as indexed) for each
    eligible employee).

                                      QD-2
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99


<PAGE>


E.  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 to Education IRAs or employer contributions or salary
    deferrals to SEP or SIMPLE 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 and your deductions for contributions
    subject to phase-out because of your spouse's participation in an employer-
    sponsored retirement plan, if your combined adjusted gross income exceeds
    $150,000. SEE PART III. C., 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 ROTH AND ROTH CONVERSION IRAS, THAT FOLLOW.

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. Also, under the Internal Revenue Service Restructuring and Reform
Act of 1998 (IRSRRA"98), hardship distributions made from 401(k) or 403(b) plans
on or after January 1, 1999, are no longer considered eligible rollover
distributions. However, the Internal Revenue Service has announced transition
relief from this rule for 1999. Under this relief, if a distribution made during
1999 would have been considered an eligible rollover distribution immediately
before that Code definition was amended by IRSRRA"98, the distribution may be
rolled over to an eligible retirement plan. In other words, hardship
distributions from a 401(k) or 403(b) plan may still be eligible for rollover in
1999, except as otherwise permitted by the Internal Revenue Service.

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 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.


                                      QD-3
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99


<PAGE>



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. C., DEDUCTIBLE IRA
CONTRIBUTIONS).

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).

ROTH IRA: The maximum total annual contribution an individual can make to all
IRAs (including Roth IRAs, but not Education, SARSEP or SIMPLE IRAs) is the
lesser of $2,000 or 100% of compensation. (This limit does not apply to rollover
contributions, which includes amounts converted from a Regular IRA to a Roth
IRA). If an individual contributes to both a Regular IRA and Roth IRA for the
same tax year, contributions are treated as first made to the Regular IRA. For
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 $10,000 for married individuals who file separate tax
returns. AGI for this purpose includes any deductible contribution to a Regular
IRA, (i.e., the deduction is disregarded) but does not include any amount
included in income as a result of a rollover or conversion from a non-Roth IRA
to a Roth IRA.

Rollovers and transfers may also be made from one 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).

Also, beginning in the 1998 tax year, rollovers or conversions may be made from
non-Roth IRAs to a Roth IRA. These contributions can be commingled with regular
Roth contributions if your policy permits. 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 Roth IRA does not count toward the limit of one
rollover per IRA in any 12-month period under the normal IRA 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 Roth IRA. Also if you are eligible to make a
conversion, you may transfer amounts from most non-Roth IRAs (other than
Education IRAs). Conversion of an individual's SIMPLE IRA is only permitted
after expiration of the 2-year period which begins on the date the individual
first participated in any SIMPLE IRA Plan of the employer. Once an amount in a
SIMPLE IRA or SEP has been converted to a Roth IRA, it is treated as a Roth IRA
contribution for all purposes. Future contributions under the SEP or SIMPLE Plan
may not be made to the Roth IRA. 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 Roth IRA, but does
include the amount of any deductible contribution made to a Regular IRA for the
tax year. In addition, for tax years beginning before January 1, 2005, required
minimum distributions from an IRA are included in AGI for purposes of
determining eligibility for conversion to a Roth IRA. However, for tax years
beginning after December 31, 2004, required minimum distributions from an IRA
will not be included in AGI (solely for purposes of determining the $100,000 AGI
limit on conversions).

ROTH CONVERSION IRA: A Roth Conversion IRA is a Roth IRA that only accepts IRA
conversion contributions made during the same tax year. You should not designate
your policy as a Roth Conversion IRA if you wish to make both regular Roth and
Conversion contributions to the policy.

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 includable 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"

                                      QD-4
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99

<PAGE>



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 Education IRAs) for both spouses cannot exceed $4,000. If
the combined compensation of both spouses (reduced by any deductible IRA or
non-deductible 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 who have at least $5,000 in compensation for
the year. The employer must notify employees of this election within specified
time frames 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).

F. DISTRIBUTIONS:

1.  NON-ROTH IRA MINIMUM DISTRIBUTION REQUIREMENTS:

    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.

    Once you reach your RBD, you must withdraw at least 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 for your first "required
    distribution year" (assuming an annuity payout has not been elected) divide
    your entire interest (subject to certain adjustments) in your IRA (generally
    as

                                      QD-5
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99

<PAGE>



    of December 31 of the calendar year immediately preceding your age 70 1/2
    year) by your life expectancy or the joint life expectancies of you and your
    designated beneficiary. For subsequent required distribution calendar years,
    the applicable life expectancy(ies) will be applied to your IRA account
    balance as of December 31 of the calendar year immediately preceding the
    distribution calendar year (subject to adjustments). Your single or joint
    life expectancy is determined by using IRS life expectancy tables. See IRS
    Publications 575 and 590.

    Your life expectancy (and that of your spousal beneficiary, if applicable)
    will be recalculated annually, unless you irrevocably elect otherwise by the
    time distributions are required to begin. With the recalculation method, if
    a person whose life expectancy is being 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 during your lifetime under IRS
    regulations, unless your spouse is the designated beneficiary. If your
    designated beneficiary is not your spouse, the designated beneficiary's age
    will be deemed to be no more than ten (10) years younger than you when
    determining life expectancy for required payouts. However, under current
    I.R.S. proposed regulations, this rule only applies while you are living and
    life expectancy of your beneficiary after your death can be determined
    without regard to this rule.

    NON-ROTH IRA MINIMUM DISTRIBUTION REQUIREMENTS AFTER DEATH. 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 his or her life expectancy 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.

2.  ROTH IRA DISTRIBUTION REQUIREMENTS:

    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 according to the terms of the
    elected options, (provided that method satisfies the requirements of Code
    Section 408(b)(3), as modified by Code Section 408A(c)(5)).

    If you die before you have elected an annuity option or before distribution
    of your entire interest in the policy has been made or begun, your entire
    interest in your Roth IRA generally 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 a period not longer than his or her
    life expectancy provided the election is made and distributions commence by
    December 31 of the calendar year following the calendar 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 reach
    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.

                                      QD-6
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99


<PAGE>


    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.

3. TAKING REQUIRED MINIMUM DISTRIBUTIONS FROM ONE IRA:

    AGGREGATING MINIMUM DISTRIBUTIONS: 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). However, an individual
    required to receive minimum distributions as a beneficiary under a Roth IRA
    can only satisfy the minimum distributions for one Roth IRA by receiving
    distributions from another Roth IRA if the Roth IRAs were inherited from the
    same decedent. Because of these requirements, the Company cannot monitor the
    required distribution amounts from the Company's 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:

A.  TIMING OF CONTRIBUTIONS: Once you establish an IRA, (including a 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 TAX
    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.

B.  TIMING OF ROTH IRA CONVERSIONS: Conversions from a non-Roth IRA to a Roth
    IRA for a particular tax year, MUST BE INITIATED SO THAT THE DISTRIBUTION
    OR TRANSFER FROM THE NON-ROTH IRA IS 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 ROTH IRA FOR THAT TAX YEAR. For example, if you wish to
    convert a Regular IRA to a Roth IRA in 1998, the conversion and transfer
    must be made by December 31, 1998, even though your tax return for 1998 may
    not be due until April 15, 1999.

C.  DEDUCTIBLE IRA CONTRIBUTIONS: The amount of permissible contributions to
    your Regular IRA may or may not be deductible. If you or your spouse are
    not active participants in an employer sponsored retirement plan, any
    permissible contribution you make to your IRA will be deductible. If you or
    your spouse are an active participant in an employer-sponsored retirement
    plan, the size of your deduction if any, will depend on your combined
    adjusted gross income (AGI).

    If 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 requirement plan
    you may make deductible contributions if your AGI is below a threshold
    level of income. For single taxpayers and married taxpayers (who are filing
    jointly and are both active participants) the available deduction is
    reduced proportionately over a phaseout range. If you are married and an
    active participant in an employer retirement plan, but file a separate tax
    return from your spouse, your deduction is phased out between $0 and
    $10,000 of AGI.


                                      QD-7
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99

<PAGE>



     If your AGI is not above the maximum applicable phase out level, a minimum
     contribution of $200 is permitted regardless of whether the phase out rules
     provide for a lesser amount.

     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 JOINTLY                SINGLE/HEAD OF HOUSEHOLD
                  ----------------------                ------------------------
       YEAR                  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 Education IRAs) for a calendar year is $2,000 or 100% of compensation,
     whichever is less.

D.   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 or 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 THE COMPANY 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.

E.   EFFECTS OF CONVERSION OF REGULAR IRA TO ROTH IRA: If you convert all or
     part of a non-Roth IRA to a Roth IRA, the amount converted from the
     non-Roth IRA will be taxable as if it had been distributed to you in the
     year of distribution or transfer from the non-Roth IRA. 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, or if the
     conversion amount is distributed in 1998 and contributed to a Roth IRA
     within 60 days of your receipt of the distribution, one quarter of the
     taxable amount will be includable in your income in 1998 and in each of the
     next three tax years. However, an individual who makes a conversion prior
     to January 1, 1999, can elect to include the full taxable conversion amount
     in income for 1998. This election is made on IRS Form 8606 by the
     individual and cannot be made or changed after the due date (including
     extensions) for filing the 1998 Federal income tax return. If a taxpayer
     dies before the end of the 4-year spread, the taxable portion of the
     conversion amount which has not been included in income will generally be
     taxable in the year of the taxpayer's

                                      QD-8
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99

<PAGE>

     death. However, if the sole beneficiary of the Roth IRA is the surviving
     spouse, he or she can elect to continue the 4-year spread. In addition, if
     the 4-year spread rule is utilized for 1998 conversions, any distributions
     of amounts subject to the 4-year spread occurring before 2001, will require
     acceleration of income inclusion as explained in the section which follows
     on TAXABILITY OF ROTH IRA DISTRIBUTIONS. (SEE PART III. J.)

     Amounts properly converted from a non-Roth IRA to a Roth IRA are generally
     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. In
     addition, under 1998 technical corrections, if an amount allocable to a
     conversion contribution is distributed from the Roth IRA during the 5-year
     period (beginning with the first day of the individual's taxable year in
     which the conversion contribution was made), it will be subject to a
     10-percent premature distribution penalty tax (but only to the extent the
     conversion amount distributed was includable in gross income as a result of
     the conversion).

     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 to a Roth
     IRA or take distributions from a Roth IRA. IT WILL ALSO BE IMPORTANT FOR
     YOU TO KEEP TRACK OF AND REPORT ANY REGULAR OR CONVERSION CONTRIBUTIONS YOU
     MAKE TO YOUR ROTH IRAS AS REQUIRED BY THE IRS. CONVERSION CONTRIBUTIONS
     MUST BE REPORTED ON IRS FORM 8606.

F.   RECHARACTERIZATION OF IRA AND ROTH IRA CONTRIBUTIONS: IRA owners are
     permitted, beginning in 1998, to treat a contribution made to one type of
     IRA as made to a different type of IRA for a taxable year in a process
     known as "recharacterization". A recharacterization is accomplished by an
     individual who has made a contribution to an IRA of one type for a taxable
     year, electing to treat the contribution as having been made to a second
     IRA of a different type for the taxable year. To accomplish the
     recharacterization, a trustee-to-trustee transfer from the first IRA to the
     second IRA must be made on or before the due date (including extensions)
     for filing the individual's Federal income tax return for the taxable year
     for which the contribution was made to the first IRA. HOWEVER, IN
     ANNOUNCEMENT 99-57, THE IRS HAS INDICATED THAT A CALENDAR YEAR TAXPAYER
     THAT HAS TIMELY FILED HIS 1998 FEDERAL INCOME TAX RETURN, CAN ELECT TO
     RECHARACTERIZE A 1998 IRA CONTRIBUTION, INCLUDING A ROTH IRA CONVERSION,
     PROVIDED APPROPRIATE CORRECTIVE ACTION IS TAKEN BY OCTOBER 15, 1999.
     APPROPRIATE CORRECTIVE ACTION MAY INCLUDE NOTIFYING THE TRUSTEE OR ISSUER;
     HAVING THE TRUSTEE OR ISSUER ACTUALLY MAKING THE TRANSFER OR ACCOUNT
     REDESIGNATION; AND FILING AN AMENDED 1998 FEDERAL INCOME TAX RETURN TO
     REFLECT THE RECHARACTERIZATION. Any net income attributable to the
     recharacterized contribution must also be transferred to the second IRA.
     Once the transfer is made, the election is irrevocable. The effect of
     recharacterizing a contribution is that it is treated as having been
     originally contributed to the second IRA on the same date and (in the case
     of a regular contribution) for the same taxable year that the contribution
     was made to the first IRA. If you elect to recharacterize a contribution,
     you must report the recharacterization and treat the contribution as having
     been made to the second IRA, instead of the first, on your Federal income
     tax return.

     Examples of where a recharacterization election might be useful or desired
     include: where an individual discovers he was ineligible to convert a
     regular IRA to a Roth IRA because his adjusted gross income exceeded
     $100,000; amounts were erroneously rolled over from a traditional IRA to a
     SIMPLE IRA; or an individual decides after he has made a contribution to a
     regular IRA for a tax year that he is eligible for and prefers to
     contribute to a Roth IRA, or vice versa. Recharacterizations are not
     permitted where a deduction has been taken for the contribution to the
     first IRA; the contribution to the first IRA was the result of a tax-free
     transfer or; the original contribution was an employer contribution to a
     SIMPLE or SEP IRA.

     RECONVERSION RULES:

     Also, the IRS has issued guidance that indicates amounts recharacterized
     from a conversion Roth IRA to a Regular IRA, may be "reconverted" to a Roth
     IRA one time in 1998 after November 1, 1998; and one time in 1999. For
     purposes of the rule applicable in 1998 and 1999, the IRA owner is not
     treated as having previously converted an amount if the conversion failed
     because he or she was ineligible to convert because of his or her AGI or
     tax filing status. Also, under the 1998-1999 rule, any reconversion that
     violates the "one reconversion" rule, is treated as an "excess
     reconversion" rather than a "failed conversion". In other words, with an
     "excess reconversion" the Roth IRA owner is still treated as having made a
     conversion to a Roth IRA, but the "excess reconversion" and the last
     preceding recharacterization are disregarded in determining the owner's
     taxable conversion amount (which is based on the last reconversion that was
     not an "excess reconversion").



                                      QD-9
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99

<PAGE>


     For taxable years after 1999, if you convert a non-Roth IRA to a Roth IRA
     and then recharacterize it back to a non-Roth IRA, you are not permitted by
     IRS rules to reconvert the amount from the non-Roth IRA back to a Roth IRA
     before the beginning of the taxable year following the taxable year in
     which the amount was converted to a Roth IRA or, if later, the end of the
     30-day period beginning on the day on which you recharacterized the Roth
     IRA to a non-Roth IRA. This rule will apply even if you were not eligible
     to make the original conversion because of your AGI or tax filing status.
     If you attempt a reconversion prior to the time permitted, it will be
     treated as a "failed conversion". The remedy for a failed conversion is
     recharacterization to a non-Roth IRA. If the failed conversion is not
     corrected, it will be treated as a regular contribution to a Roth IRA and
     thus, may be an excess contribution subject to a 6% excise tax for each tax
     year it remains in the Roth IRA to the extent it exceeds the maximum
     regular Roth IRA contribution permitted for the tax year. (SEE PART III.
     G., EXCESS CONTRIBUTIONS, BELOW). Also, the failed conversion will be
     subject to the 10% premature distribution penalty tax, unless corrected or
     an exception to that tax applies. CONSULT WITH YOUR TAX ADVISOR BEFORE
     ATTEMPTING A "RECONVERSION".

G.   EXCESS CONTRIBUTIONS: There is a 6% IRS penalty tax on IRA contributions
     made in excess of permissible contribution limits. 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 (including
     extensions), the amounts are not included in the taxpayer's gross income to
     the extent that no deduction was allowed for the contribution (SEE PART
     III. F. RECHARACTERIZATION OF IRA AND ROTH IRA CONTRIBUTIONS ABOVE).

     EXCESS CONTRIBUTIONS TO A ROTH IRA: If you are ineligible and convert a
     Regular IRA to a 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 Roth IRA). In tax years after
     1999, you may also have an excess contribution if your conversion is a
     "failed conversion" that is not timely corrected. 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% excise tax on excess contributions,
     you must withdraw the excess contributions plus earnings before the due
     date of your tax return (plus extensions) or recharacterize the
     contribution, if permitted (SEE PART III. F. RECHARACTERIZATION OF IRA AND
     ROTH IRA CONTRIBUTIONS ABOVE).

H.   LOANS AND PROHIBITED TRANSACTIONS: You may not borrow from your IRA Plan
     (including Roth IRAs) or pledge it as security for a loan. A loan 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. A
     pledge of your IRA as security for a loan will cause a constructive
     distribution of the portion pledged and also be subject to the 10% penalty
     tax.

I.   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.

J.   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
                                      QD-10
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99

<PAGE>

     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). The five-year holding period for escaping
     inclusion in income begins with the first day of the tax year in which any
     contribution (including a conversion from a Regular IRA) is made to a Roth
     IRA of the taxpayer. If the Roth IRA owner dies, this 5-taxable-year period
     is not redetermined for the Roth IRA while it is held in the name of a
     beneficiary or a surviving spouse who treats the decedent's Roth IRA as his
     or her own. However, a surviving spouse who treats the Roth IRA as his or
     her own, must receive any distributions as coming from the surviving
     spouse's own Roth IRA, thus it cannot be treated as being received by a
     beneficiary on or after the owner's death for purposes of determining
     whether the distribution is a "qualified distribution".

     If a distribution from a Roth IRA is not a "qualified distribution" and it
     includes amounts allocable to earnings, the earnings distributed are
     includable in taxable income and may be subject to the 10% premature
     distribution penalty if the taxpayer is under age 59 1/2. Also, the 10%
     premature distribution penalty tax may apply to conversion amounts
     distributed even though they are not includable in income, if the
     distribution is made within the 5-taxable-year period beginning on the
     first day of the individual's taxable year in which the conversion
     contribution was made. Only the portion of the conversion includable in
     income as a result of the conversion would be subject to the penalty tax
     under this rule. The 5-taxable-year period for this purpose is determined
     separately for each conversion contribution and may not be the same as the
     5-taxable-year period used to determine whether a distribution from a Roth
     IRA is a "qualified distribution" or not. FOR THIS REASON IT IS IMPORTANT
     THAT YOU KEEP TRACK OF WHEN YOUR CONVERSION CONTRIBUTIONS ARE MADE TO YOUR
     ROTH IRA. (SEE PART III. L., PREMATURE IRA DISTRIBUTIONS).

     Unlike Regular IRAs, distributions from Roth IRAs come first from regular
     contributions, then converted amounts on a first-in first-out basis, and
     last from earnings. Any distributions made before 2001 which are
     attributable to 1998 conversion contributions for which the 4-year
     income-tax spread is being utilized, will result in an acceleration of
     taxable income in the year of distribution up to the amount of the
     distribution allocable to the 1998 conversion. This amount is in addition
     to the amount otherwise includable in gross income for that taxable year as
     a result of the conversion, but not in excess of the amount required to be
     included over the 4-year period. This tax treatment would likewise apply in
     the case of distributions made by a surviving spouse who elects to continue
     the 4-year spread on death of the original owner of the Roth IRA.
     Generally, all Roth IRAs (both regular Roth IRAs and Roth Conversion IRAs)
     must be treated as one for purposes of determining the taxation of
     distributions. However, if a Roth IRA is held by an individual as
     beneficiary of a deceased Roth IRA owner, the 5-taxable-year period used to
     determine whether distributions are qualified or not is determined
     independently of the 5-year-taxable period for the beneficiary's own Roth
     IRAs. However, if a surviving spouse elects to treat the Roth IRA as his or
     her own, the 5-year-taxable period for all of the surviving spouse's Roth
     IRAs is the earlier of the end of either the 5-taxable-year period for the
     decedent or that applicable to the surviving spouse's own Roth IRAs.

     THE RULES FOR TAXING NON-QUALIFIED DISTRIBUTIONS AND PREMATURE
     DISTRIBUTIONS OF CONVERSION AMOUNTS FROM A ROTH IRA ARE COMPLEX. 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.

K.   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 to a Regular IRA or to a Roth IRA, or
     "qualified distributions" from a Roth IRA), and is not eligible for the
     special 5 or 10 year averaging tax rules under Code Section 402 on lump sum
     distributions which may be available for other types of Qualified
     Retirement Plans.

L.   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, or if you receive a
     distribution of conversion amounts within the five-year period beginning
     with the year of the conversion, any amounts distributed that were
     originally taxable as a result of the conversion) prior to the attainment
     of age 591/2, 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

                                      QD-11
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99

<PAGE>



     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.
     Generally, the part of a distribution attributable to non-deductible
     contributions is not includable in income and is not subject to the 10%
     penalty. (BUT SEE ROTH IRA EXCEPTIONS BELOW). Also, beginning January 1,
     2000, distributions to satisfy a levy issued by the IRS will also be exempt
     from the 10% penalty tax.

     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. In addition, any
     conversion amounts distributed within the five-year period beginning with
     the year in which the conversion occurred, are subject to the 10% penalty
     tax even if the distribution is not currently taxable as income, unless one
     of the above mentioned exceptions to the penalty tax applies. The penalty
     tax will only apply to the amount of the conversion that was includable in
     income as a result of the conversion (i.e., it will not apply to
     non-deductible contributions that were converted from the Regular IRA).

M.   MINIMUM REQUIRED DISTRIBUTIONS: SEE PART II. F.1. AND F.2., NON-ROTH IRA
     MINIMUM DISTRIBUTION REQUIREMENTS 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%.

N.   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. In addition, if the owner of an IRA or Roth
     IRA transfers his or her IRA or Roth IRA to another individual by gift, the
     gift will be considered an assignment and cause the assets of the IRA or
     Roth IRA to be deemed distributed to the owner, and will no longer be
     treated as held in the IRA. The IRS has indicated that for gifts of a Roth
     IRA made prior to October 1, 1998, if the entire interest in the Roth IRA
     is reconveyed to the original Roth IRA owner prior to January 1, 1999, the
     IRS will disregard the gift and reconveyance for most tax purposes.

O.   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.

P.   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.

Q.   TAX FILING-ROTH IRA: It is your responsibility to keep records of your
     regular and conversion 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 will need this information to calculate your taxable income if
     any, when distributions from the Roth IRA begin. For example, conversion
     contributions must be reported to the Service on Form 8606. Form 5329 is
     required to be
                                      QD-12
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99

<PAGE>


     filed to the Service by you to report and remit any penalty or excise
     taxes. Consult the instructions to your tax return or your tax advisor for
     additional reporting requirements that may apply.

R.   TAX ADVICE: The Company 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 with your personal tax advisor regarding specific questions you may
     have.

     With respect to ROTH IRAS, you should be aware that Congress has recently
     enacted legislation that substantially revises the rules relating to
     distributions from and conversions to Roth IRAs which applies retroactive
     to January 1, 1998. Because of this, and because guidance regarding these
     changes has just recently been finalized by the Internal Revenue Service,
     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.

S.   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 THE COMPANY'S IRA PLAN:

INTERNAL REVENUE SERVICE APPROVAL LETTER: The Company has received approval from
the Internal Revenue Service as to the form of OVERTURE ANNUITY III (Form 4784),
for use in funding Regular IRA plans. It has also been approved as to form for
use in funding a SIMPLE IRA. The Company uses an IRS model Roth IRA endorsement
which is "deemed approved: by the IRS. Such approval, when received, is a
determination only as to the form of the Annuity Contract, and does not
represent a determination of the merits of the annuity.

PART V. FINANCIAL DISCLOSURE:

The following is a general description and required financial disclosure
information for the variable annuity product, OVERTURE ANNUITY III (Form 4784)
offered by the Company, 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 the purchase
of 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 the Company which supports insurance and annuity
obligations. Policyowners are paid interest on the amounts placed in the Fixed
Account at guaranteed rates (3.5%) or at higher rates declared by the Company.

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.

                                      QD-13
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99

<PAGE>


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.

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 the
Company for the administrative costs of maintaining the policy on the Company's
system. This charge may be increased to a maximum of $50 and may be reduced or
eliminated.

DAILY ADMINISTRATIVE FEE: A daily charge at an annual rate of .20% 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 the Company 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: The Company imposes a charge to compensate it
for bearing certain mortality and expense risks under the policies. For assuming
these risks, the Company 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. The Company
guarantees that this charge will never increase. If this charge is insufficient
to cover assumed risks, the loss will fall on the Company. Conversely, if the
charge proves more than sufficient, any excess will be added to the Company's
surplus. No mortality and expense risk charge is imposed on the Fixed Account.

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


                                      QD-14
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99

<PAGE>



CONTINGENT DEFERRED SALES CHARGE: Since no deduction for a sales charge is made
from the premium payment, a contingent deferred sales charge is imposed on
certain partial and full withdrawals, and upon certain annuitizations to cover
certain expenses relating to the distribution of the policies, including
commissions to registered representatives and other promotional expenses.

Total withdrawals in a policy year which exceed the greater of: 1) 10% of the
accumulation value at the time of the withdrawal, or 2) any portion of the
accumulation value which exceeds the total premium deposit will be subject to a
contingent deferred sales charge (withdrawal charge).

Contingent deferred sales charges are assessed only on premiums paid based upon
the number of years since the policy year in which the premiums withdrawn were
paid, on a first-paid, first-withdrawn basis.

Where a partial or full withdrawal is taken or amounts are applied under an
annuity option, the amount withdrawn or annuitized (less any amount entitled to
the free withdrawal) will be subject to a contingent deferred sales charge
expressed in the following manner:

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

               CHARGE AS A % OF EACH                YEARS SINCE RECEIPT OF
                  PREMIUM PAYMENT                    EACH PREMIUM PAYMENT
               ----------------------               -----------------------
                        6                                        1
                        6                                        2
                        6                                        3
                        5                                        4
                        4                                        5
                        3                                        6
                        2                                        7
                        0                                        8+

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

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



                                      QD-15
                               IRA/SEP/SIMPLE/ROTH
                                ANNUITY III; 8/99

<PAGE>

AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO


                             EMPLOYEE BENEFIT PLAN
                             INFORMATION STATEMENT
                             401(a) Pension/Profit Sharing Plans
                             403(b) ERISA Plans

For purchasers of a 401(a) Pension/Profit Sharing Plan, or 403(b) ERISA Plan,
the purpose of this statement is to inform you as an independent Fiduciary of
the Employee Benefit Plan, of the Sales Representative's relationship to and
compensation from Ameritas Variable Life Insurance Company (AVLIC), as well as
to describe certain fees and charges under the OVERTURE ANNUITY III Policy being
purchased from the Sales Representative.

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

COMMISSIONS, FEES AND CHARGES

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

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

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

DAILY ADMINISTRATIVE FEE: The administrative fee is a daily charge at an annual
rate of .20% 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 this fee.

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 contingent deferred sales charge,
any applicable premium taxes, and in the case of a full withdrawal, the annual
policy fee that would be due on the last valuation date of the policy year. The
cash surrender value may be paid in a lump sum to the owner, or if elected, all
or any part may be paid out under an annuity income option.

CONTINGENT DEFERRED SALES CHARGE: Since no deduction for a sales charge is made
from the premium payment(s), a contingent deferred sales charge is imposed
unless waived on certain partial and full withdrawals, and upon certain
annuitizations to cover expenses relating to Registered Representatives and
promotional expenses.


                                      QD-16
                                     PENSION
                                ANNUITYIII; 8/99

<PAGE>

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

Where a partial or full withdrawal is taken or amounts are applied under an
annuity option, the amount withdrawn or annuitized (less any amount entitled to
the free withdrawal) will be subject to a contingent deferred sales charge
expressed as a percentage of the premium payments withdrawn or annuitized as
follows:

         CHARGE AS A % OF EACH                      YEARS SINCE RECEIPT OF
            PREMIUM PAYMENT                          EACH PREMIUM PAYMENT
         ---------------------                      -----------------------
                  6                                              1
                  6                                              2
                  6                                              3
                  5                                              4
                  4                                              5
                  3                                              6
                  2                                              7
                  0                                              8+


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

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

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

403(B) TAX SHELTERED ANNUITY (TSA) PLANS-WITHDRAWAL RESTRICTIONS

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

1.   Distributions attributable to contributions made and interest accruing
     after December 3l, 1988, pursuant to a salary reduction agreement within
     the meaning of IRC Section 402(g)(3)(c) may be paid only:
     (A)  when the employee attains age 59 1/2, separates from service, dies, or
          becomes disabled within the meaning of IRC Section 72(m)(7); or
     (B)  in the case of hardship. (Hardship distributions may not be made from
          any income earned after December 31, 1988, which is attributable to
          salary reduction contributions regardless of when the salary reduction
          contributions were made).
2.   Distributions attributable to funds transferred from IRC Section 403(b)(7)
     custodial account may be paid or made available only:
     (A)  When the employee attains age 59 1/2, separates from service, dies or
          becomes disabled within the meaning of IRC Section 72(m)(7); or
     (B)  in the case of financial hardship. Distributions on account of
          financial hardship will be permitted only with respect to the
          following amounts:
          (i)  benefits accrued as of December 31, 1988, but not earnings on
               those amounts subsequent to that date.
          (ii) contributions made pursuant to a salary reduction agreement
               within the meaning of IRC Section 3121(a)(1)(D) after December
               31, 1988, but not as to earnings on those contributions.


                                      QD-17
                                     PENSION
                                ANNUITYIII; 8/99

<PAGE>



PART B                                               REGISTRATION NO. 33- 58642




                    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
                           (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 November 1, 1999, 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:          November 1, 1999.


<PAGE>



TABLE OF CONTENTS

                                                                          Page

GENERAL INFORMATION AND HISTORY............................................   2
THE POLICY.................................................................   2
    Accumulation Value.....................................................   2
    Value of Accumulation Units............................................   2
    Calculation of Performance Data........................................   2
    Total Return...........................................................   3
    Performance............................................................   5
    Yields.................................................................   7
GENERAL MATTERS............................................................   7
    The Policy.............................................................   7
    Non-Participating......................................................   7
    Assignment.............................................................   7
    Annuity Data...........................................................   8
    Ownership..............................................................   8
    Joint Annuitant........................................................   8
    IRS Required Distributions.............................................   8
FEDERAL TAX MATTERS........................................................   8
    Taxation of AVLIC......................................................   8
    Tax Status of the Policies.............................................   8
    Qualified Policies.....................................................   9
DISTRIBUTION OF THE POLICY.................................................  10
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS.....................................  10
AVLIC......................................................................  10
STATE REGULATION...........................................................  10
LEGAL MATTERS..............................................................  10
EXPERTS....................................................................  10
OTHER INFORMATION..........................................................  10
FINANCIAL STATEMENTS.......................................................  11


                                   ANNUITY III
                                      SAI 1

<PAGE>



GENERAL INFORMATION AND HISTORY:

In order to supplement the description in the Prospectus, the following provides
additional information concerning AVLIC 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 Policy Owners, 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 charge at an annual rate of .20% of the as an annual administration
        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 Separate
Account VA-2 which has 27 Subaccounts, with the assets of each invested in
corresponding portfolios of the Calvert Variable Series, Inc. Ameritas
Portfolios ("Ameritas Portfolios"), 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 Dean
Witter Universal Funds, Inc. ("The Funds"), or to the Fixed Account. From time
to time AVLIC will advertise the performance data of the portfolios of the
Funds.

Ameritas Investment Corp. ("AIC") is the manager of the Ameritas Portfolios. AIC
is an affiliate of AVLIC. AIC

                                   ANNUITY III
                                      SAI 2

<PAGE>



offers clients a wide variety of financial products and services and has the
ability to execute stock and bond transactions on a number of national
exchanges. AIC also serves as principal underwriter for AVLIC's variable
universal life policies, and for Ameritas Life's variable life and variable
annuity. AIC is the underwriter for the Ameritas Portfolios and also serves as
its investment advisor. It has also executed selling agreements with a variety
of mutual funds, unit investment trusts, and direct participation programs.

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 Dean Witter Universal Funds,
Inc. are managed by Morgan Stanley Dean Witter Investment Management Inc.

Performance information for any subaccount may be compared, in reports and
advertising to: (1) the Standard & Poor's 500 Stock Index ("S&P 500"). Dow Jones
Industrial Average ("DJIA"), Donahue Money Market Institutional Averages; (2)
other variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services or the Variable Annuity Research and Data Service,
widely used independent research firms which rank mutual funds and other
investment companies by overall performance, investment objectives, and assets;
and (3) the Consumer Price Index (measure for inflation) to assess the real rate
of return from an investment in a contract. Unmanaged indices may assume the
reinvestment of dividends but generally do not reflect deductions for annuity
charges and investment management costs.

Total returns, yields and other performance information may be quoted
numerically or in a table, graph, or similar illustration. Reports and
advertising may also contain other information including (i) the ranking of any
subaccount derived from rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services 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. The Contracts have
been offered since May 1, 1996. However, 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 hypothetical investment payment of $1,000, T is the
average annual total return, n is the number of years, and ERV is the withdrawal
value at the end of the periods shown. 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), annual administration fee at
an annual rate of .20% and the annual policy fee. The following table shows the
average annual total return on a hypothetical investment in the subaccounts for
the last

                                   ANNUITY III
                                      SAI 3

<PAGE>



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, 1998.
Since the contract is intended as a long-term product, the table also shows the
average annual total return assuming that no money was withdrawn from the
contract. The first column shows the average annual total return if you
surrender the contract at the end of the period, the second column shows the
average annual return if you do not surrender the contract.

<TABLE>
<CAPTION>

            AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDING ON 12/31/98

                                                                                           TEN YEAR OR
                                                                                        SINCE OFFERED IN
                                                ONE YEAR               FIVE YEAR        SEPARATE ACCOUNT
                                                --------              ----------        ------------------
                              SUBACCOUNT     SURRENDER            SURRENDER            SURRENDER
SUBACCOUNTS                 INCEPTION DATE  CONTRACTS CONTINUE   CONTRACTS CONTINUE   CONTRACTS   CONTINUE
- --------------              --------------  --------- --------   --------- --------   ---------   --------
<S>                                <C>        <C>     <C>       <C>      <C>        <C>     <C>
AMERITAS PORTFOLIOS
Ameritas Index 500(1)            08-01-95   16.89%   22.89%     NA       NA         22.65%  23.53%
Ameritas Growth(2)               05-01-92   36.36%   42.36%   18.67%    19.07%      19.85%  19.95%
Ameritas Income and Growth(2)    05-01-92   20.89%   26.89%   16.33%    16.77%      14.84%  14.97%
Ameritas Small Capitalization(2) 05-01-92    4.27%   10.27%    7.67%     8.26%      10.98%  11.15%
Ameritas MidCap Growth(2)        05-01-93   18.83%   24.83%   13.75%    14.22%      18.96%  19.19%
Ameritas Emerging Growth(2)      08-01-95   22.65%   28.65%     NA       NA         21.39%  22.29%
Ameritas Research(2)             05-01-97   12.01%   18.01%     NA       NA         18.09%  21.29%
Ameritas Growth With Income(2)   05-01-97    0.97%   16.97%     NA       NA         20.29%  23.45%
FIDELITY VIP
Equity-Income                    10-23-87    0.42%    6.42%   13.72%    14.19%      11.27%* 11.27%*
Growth                           10-23-87   27.90%   33.89%   16.47%    16.90%      15.37%* 15.37%*
High Income                      10-23-87  -15.31%   -9.31%    3.18%     3.88%       6.55%*  6.55%*
Overseas                         10-23-87    1.53%    7.53%    3.96%     4.64%       5.54%*  5.54%*
FIDELITY VIP II
Asset Manager                    12-01-89    3.80%    9.80%    6.06%     6.68%       8.86%   8.86%
Inv. Grade Bond                  06-01-91   -2.32%    3.69%    0.78%     1.54%       3.62%   3.62%
Asset Manager: Growth            08-01-95    6.28%   12.28%      NA      NA         14.98%  16.01%
Contrafund                       08-01-95   18.52%   24.52%      NA      NA         17.73%  18.71%
ALGER AMERICAN FUND
Balanced                         05-01-93   20.03%   26.03%   10.87%    11.40%      11.51%  11.83%
Leveraged AllCap                 08-01-95   45.98%   51.98%      NA      NA         22.33%  23.22%
MFS VARIABLE INS. TRUST
Utilities                        08-01-95    6.77%   12.77%      NA      NA         19.07%  20.02%
Global Governments               08-01-95   -3.25%    2.75%      NA      NA         -2.37%  -0.85%
New Discovery                    11-01-99      NA       NA       NA      NA           NA     NA
MORGAN STANLEY DEAN WITTER
UNIVERSAL FUNDS, INC.
Emerging Markets Equity          05-01-97  -34.88%   28.88%      NA      NA        -27.47% -23.10%
Global Equity                    05-01-97    2.24%    8.25%      NA      NA         11.27%  14.59%
International Magnum             05-01-97   -2.19%    3.81%      NA      NA         -0.15%   3.41%
Asian Equity                     05-01-97  -17.40%  -11.40%      NA      NA        -39.37% -34.47%
U.S. Real Estate                 05-01-97  -21.74%  -15.74%      NA      NA         -0.74%   2.83%

* 10 Year Figure
</TABLE>

(1)     This Subaccount changed its name and the Portfolio in which it invests
        on October 29, 1999. The sub-adviser that manages the investments of the
        Portfolio in which this Subaccount now invests did not manage the
        investments of the Portfolio in which it invested prior to October 29,
        1999. The Ameritas Money Market Portfolio replaced the VIP Money Market
        Portfolio ("prior Portfolio"). The Ameritas Index 500 Portfolio replaced
        the VIP II Index 500 Portfolio ("prior Portfolio"). Performance for each
        Subaccount reflects the performance of the prior Portfolio.

(2)     This Subaccount changed its name and the Portfolio in which it invests
        on October 29, 1999. The sub-adviser that manages the investments of the
        Portfolio in which this Subaccount now invests also managed the
        investments of the Portfolio in which it invested prior to October 29,
        1999. The Ameritas Growth, Ameritas Income & Growth, Ameritas Small
        Capitalization, and Ameritas MidCap Growth Portfolios replaced the Alger
        American Growth, Alger American Income & Growth, Alger American Small
        Capitalization, and Alger American MidCap Growth Portfolios (each a
        "prior Portfolio"), respectively. The Ameritas Emerging Growth, Ameritas
        Research, and Ameritas Growth With Income Portfolios replaced the MFS
        Emerging Growth, MFS Research, and MFS Growth With Income Portfolios
        (each a "prior Portfolio"), respectively. Performance for each
        Subaccount reflects the performance of the prior Portfolio.


                                   ANNUITY III
                                      SAI 4

<PAGE>



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 Separate Account
VA-2, based upon the actual historical performance of the mutual fund
portfolio(s) in which that subaccount has invested. This information reflects
all actual charges and deductions of the mutual fund portfolio and all Separate
Account VA-2 charges and deductions, with respect to the Contracts, that
hypothetically would have been made had Separate Account VA-2, with respect to
the Contracts, been invested in these portfolios for all of 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
$30,000.

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,
1998.
<TABLE>
<CAPTION>

      HISTORICAL AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDING ON 12/31/98

                                                                                       10 YEARS OR
                                               ONE YEAR            FIVE YEAR          SINCE INCEPTION
                                               --------            ---------          ---------------
                               PORTFOLIO  SURRENDER            SURRENDER            SURRENDER
   SUBACCOUNTS                 INCEPTION  CONTRACTS CONTINUE   CONTRACTS  CONTINUE  CONTRACTS   CONTINUE
   -----------                 ---------  --------- --------   --------- ---------  ---------   --------
<S>                             <C>          <C>     <C>         <C>         <C>       <C>        <C>
AMERITAS PORTFOLIOS
Ameritas Growth                 01-09-89(1) 39.91%  45.91%      21.75%      22.11%    20.37%     20.37%
Ameritas Income and Growth      11-15-88(1) 24.44%  30.44%      19.61%      20.00%    13.95%*    13.95%*
Ameritas Small Capitalization   09-21-88(1)  7.80%  13.80%      10.91%      11.43%    18.17%*    18.17%*
Ameritas MidCap Growth          05-03-93(1) 22.38%  28.38%      16.84%      17.27%    21.55%     21.76%
Ameritas Emerging Growth        07-24-95(1) 26.19%  32.19%        NA           NA     23.88%     24.74%
Ameritas Research               07-26-95(1) 15.56%  21.56%        NA           NA     19.83%     20.76%
Ameritas Growth With Income     10-09-95(1) 14.51%  20.51%        NA           NA     23.17%     24.14%
Ameritas Index 500              08-01-95(2) 20.43%  26.43%        NA           NA     25.25%     26.09%
FIDELITY VIP
Equity-Income                   10/9/86      3.96%   9.96%      16.63%      17.06%    13.97%*    13.97%*
Growth                          10/9/86     31.45%  37.45%      19.59%      19.98%    17.72%*    17.72%*
High Income                     9/19/85    -11.78%  -5.78%       6.56%       7.18%     9.49%*     9.49%*
Overseas                        1/28/87      5.07%  11.07%       7.48%       8.07%     8.44%*     8.44%*
FIDELITY VIP II
Asset Manager                   9/6/89       7.34%  13.34%       9.60%      10.15%    11.37%     11.37%
Inv. Grade Bond                 12/5/88      1.22%   7.22%       4.45%       5.11%     6.77%*     6.77%*
Asset Manager: Growth           1/3/95       9.82%  15.82%         NA          NA     19.21%     19.94%

Contrafund                      1/3/95      22.07%  28.07%         NA          NA     26.19%     26.81%
ALGER AMERICAN FUND

Balanced                        9/5/89      23.58%  29.58%      14.24%      14.70%    10.40%     10.40%

Leveraged AllCap                1/25/95     49.54%  55.54%         NA          NA     36.95%     37.45%
MFS VARIABLE INS. TRUST

Utilities                       1/3/95      10.31%  16.31%         NA          NA     22.95%     23.62%
Global Governments             6/14/94       0.29%   6.29%         NA          NA      3.23%      4.01%

New Discovery                   5/1/98         NA      NA          NA          NA        NA       NA
MORGAN STANLEY DEAN WITTER
    UNIVERSAL FUNDS, INC.
Emerging Markets Equity         10/1/96    -31.36% -25.36%         NA          NA    -16.96%    -13.68%
Global Equity                   1/2/97       5.78%  11.78%         NA          NA     12.45%     15.10%
International Magnum            1/2/97       1.34%   7.34%         NA          NA      3.74%      6.61%
Asian Equity                    3/3/97     -13.86   -7.86%         NA          NA    -35.09%    -30.53%
U.S. Real Estate                3/3/97     -18.22% -12.22%         NA          NA     -1.97%      1.32%

*  10 Year Figure
</TABLE>

(1) This inception date is the inception date for the Portfolio in which the
    Subaccount invested prior to October 29, 1999. The Subaccount changed its
    name and the Portfolio in which it invests on October 29, 1999. The
    sub-adviser that manages the investments of the Portfolio in which this
    Subaccount now invests also managed the investments of the Portfolio in
    which it invested prior to October 29, 1999. This presentation provides
    non-standard performance in two respects: (i) the initial investment used in
    the calculation ($30,000) differs from that used for the standard
    performance presentation in the Average Annual Total Return chart which
    appears earlier in this Statement of Additional Information; and (ii) the
    inception date used is the Portfolio inception date rather than the
    Subaccount inception date.


                                   ANNUITY III
                                      SAI 5

<PAGE>



(2) This is the Subaccount inception date, not the Portfolio inception date.
    This Subaccount changed its name and the Portfolio in which it invests on
    October 29, 1999. The sub-adviser that manages the investments of the
    Portfolio in which this Subaccount now invests did not manage the
    investments of the Portfolio in which it invested prior to October 29, 1999.
    This presentation provides non-standard performance for the subaccount
    because the initial investment amount used in the calculation ($30,000)
    differs from that used for the standard performance presentation in the
    Average Annual Total Return chart which appears earlier in this Statement of
    Additional Information.

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 returns will reflect the mortality and expense risk
charge (1.25% on an annual basis), annual administration fee at an annual rate
of .20%%, and the annual Policy fee. Since the contract is intended as a
long-term product, the table shows the cumulative total returns assuming that no
money was withdrawn from the contract.

The following table shows the historical cumulative 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,
1998.
<TABLE>
<CAPTION>

                   HISTORICAL CUMULATIVE TOTAL RETURN FOR PERIOD ENDING ON 12/31/98

                                   PORTFOLIO                                      10 YEARS OR
    SUBACCOUNTS                    INCEPTION        ONE YEAR        FIVE YEAR   SINCE INCEPTION
    -----------                    ---------        --------        ---------   ---------------
<S>                               <C>                  <C>            <C>           <C>
AMERITAS PORTFOLIOS
Ameritas Growth                   01-09-89 (1)       46.03%         172.27%       536.77%
Ameritas Income and Growth        11-15-88 (1)       30.56%         149.60%       271.13%*
Ameritas Small Capitalization     09-21-88 (1)       13.92%          72.48%       431.46%*
Ameritas MidCap Growth            05-03-93 (1)       28.50%         122.40%       205.43%
Ameritas Emerging Growth          07-24-95 (1)       32.31%            NA         114.21%
Ameritas Research                 07-26-95 (1)       21.68%            NA          91.43%
Ameritas Growth With Income       10-09-95 (1)       20.63%            NA         101.46%
Ameritas Index 500                08-01-95 (2)       26.55%            NA         122.64%
FIDELITY VIP
Equity-Income                     10-09-86           10.08%          120.42%      271.07%*
Growth                            10-09-86           37.57%          149.35%      412.31%*
High Income                       09-19-85           -5.66%           42.10%      148.55%*
Overseas                          01-28-87           11.19%           48.15%      126.23%*
FIDELITY VIP II
Asset Manager                     09-06-89           13.46%           62.94%      173.96%
Inv. Grade Bond                   12-05-88            7.34%           28.99%       93.73%*
Asset Manager: Growth             01-03-95           15.94%             NA        107.04%
Contrafund                        01-03-95           28.19%             NA        158.54%
ALGER AMERICAN FUND
Balanced                          09-05-89           29.70%           99.34%      153.09%
Leveraged AllCap                  01-25-95           55.66%             NA        249.24%
MFS VARIABLE INS.  TRUST
Utilities                         01-03-95           16.43%             NA        133.53%
Global Governments                06-14-94            6.41%             NA         20.08%
New Discovery                     05-01-98               NA             NA            NA
MORGAN STANLEY DEAN WITTER
UNIVERSAL FUNDS, INC.
Emerging Markets Equity           10-01-96          -25.24%             NA        -27.93%
Global Equity                     01-02-97           11.90%             NA         32.48%
International Magnum              01-01-97            7.46%             NA         13.73%
Asian Equity                      03-03-97           -7.74%             NA        -48.53%
U.S. Real Estate                  03-03-97          -12.10%             NA          2.53%

*  10 Year Figure
</TABLE>


(1) This inception date is the inception date for the Portfolio in which the
    Subaccount invested prior to October 29, 1999. The Subaccount changed its
    name and the Portfolio in which it invests on October 29, 1999. The
    sub-adviser that manages the investments of the Portfolio in which this
    Subaccount now invests also managed the investments of the Portfolio in
    which it invested prior to October 29, 1999. This presentation provides
    non-standard performance in three respects: (i) the initial investment used
    in the calculation ($30,000) differs from that used for the standard
    performance presentation in the Average Annual Total Return chart which
    appears earlier in this Statement of Additional Information; (ii) the
    inception date used is the Portfolio inception date rather than the
    Subaccount inception date; and (iii) the chart shows cumulative total return
    instead of average annual total return.

(2) This is the Subaccount inception date, not the Portfolio inception date.
    This Subaccount changed its name and the Portfolio in which it invests on
    October 29, 1999. The sub-adviser that manages the investments of the
    Portfolio in which this Subaccount now invests did not manage the
    investments of the Portfolio in which it invested prior to October 29, 1999.
    This presentation provides non-standard performance for the subaccount in
    two respects: (i) the initial investment amount used in the calculation
    ($30,000) differs from that used for the standard performance presentation
    in the Average Annual Total Return chart which appears earlier in this
    Statement of Additional Information, and (ii) the chart shows cumulative
    total return instead of average annual total return.

                                   ANNUITY III
                                      SAI 6

<PAGE>


YIELDS
Some subaccounts may also advertise yields. Yields quoted in advertising reflect
the change in value of an 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)365/7]-1.

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

The net average yield for the 7-day period ended December 31, 1998 for the Money
Market Fund was 3.48% and the net effective yield for the 7-day period ended
December 31, 1998 for the Money Market Fund was 3.55%. The Money Market
Subaccount changed the portfolio in which it invests on October 29, 1999. The
sub-adviser that manages the investments of the Portfolio in which this
Subaccount now invests did not manage the investments of the Portfolio in which
it invested prior to October 29, 1999. 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[(a - b + 1)6 - 1]
                                  cd

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

GENERAL MATTERS

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

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

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

                                   ANNUITY III
                                      SAI 7

<PAGE>


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

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

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

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

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

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

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

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

If the owner's interest is payable to (or for the benefit of) the surviving
spouse of the owner, the surviving spouse will be treated as the original owner
for purposes of applying the above distribution requirements.

FEDERAL TAX MATTERS

TAXATION OF AVLIC
AVLIC is taxed as a life insurance company under Part I of Subchapter L of the
Code. Since Separate Account VA-2 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 Separate Account VA-2 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 VA-2 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
Separate Account VA-2 unless the investments made by Separate Account VA-2 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. Separate Account VA-2, through
the Funds, intends to comply with the diversification requirements prescribed by
Treasury regulations which affect how the Funds' assets may be invested. While
AIC, an AVLIC affiliate, is the advisor to certain of the funds, AVLIC does not
control any of the Funds. AVLIC has entered into agreements regarding
participation in the Funds, which require the Funds to be operated in compliance
with the requirements prescribed by the Treasury.

                                   ANNUITY III
                                      SAI 8

<PAGE>




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.   Roth IRAs--Section 408A of the Code permits certain individuals to
     establish an individual retirement program known as a "Roth Individual
     Retirement Annuity" or a "Roth IRA." Roth IRAs are subject to limits on
     eligibility and maximum contributions. Unlike regular IRAs, Roth IRAs are
     not subject to minimum distribution requirements at age 70 1/2. In
     addition, certain qualified distributions from a Roth IRA may not be
     subject to federal income tax on withdrawal. Distributions from other types
     of qualified plans may not, as a general rule, be rolled over to a Roth
     IRA. However, a regular IRA can be converted to a Roth IRA in certain
     circumstances. Sales of a Policy for use as a Roth IRA may be subject to
     special requirements of the Internal Revenue Service. Purchasers of a Roth
     IRA Policy will be provided with supplemental information required by the
     Internal Revenue Service or other appropriate agency.

d.   SIMPLE IRAs--Section 408(p) of the Code permits certain small employers to
     establish a "SIMPLE Individual Annuity" or "SIMPLE IRA" plan for the
     benefit of its eligible employees. Employers who maintain SIMPLE IRA plans
     make a specified amount of either matching or non-elective contributions to
     SIMPLE IRAs of eligible employees. Employees may also make salary deferred
     contributions to their SIMPLE IRAs. The Code specifies limits on
     eligibility, contributions, and the timing of distributions, among other
     things. Sales of SIMPLE IRAs may be subject to special requirements of the
     Internal Revenue Service. Purchasers of a SIMPLE IRA Policy will be
     provided with supplemental information required by the Internal Revenue
     Service or other appropriate agency.

e.   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.

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

                                   ANNUITY III
                                      SAI 9

<PAGE>


DISTRIBUTION OF THE POLICY

Ameritas Investment Corp. ("AIC"), 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. AIC is wholly owned by AMAL Corporation,
which also owns AVLIC. AIC also serves as principal underwriter for AVLIC's
variable universal life policies, and for Ameritas Life's variable life and
variable annuity. AIC is the underwriter for the Ameritas Portfolios, and also
serves as its investment advisor. It also has executed selling agreements with a
variety of mutual funds, unit investment trusts, and direct participation
programs.

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 AIC. The offering of the
Policies is continuous and AIC does not anticipate discontinuing the offering of
this policy. However, AIC does reserve the right to discontinue the offering of
the policies.

Gross variable annuity compensation for the Policies and for all other variable
annuity policies issued by AVLIC totaled $16,527,487 for 1998, $11,961,951 for
1997; and $10,067,075 for 1996.

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 Donald
R. Stading, Secretary and General Counsel of AVLIC.

EXPERTS

The financial statements of AVLIC as of December 31, 1998 and 1997, and for each
of the three years in the period ended December 31, 1998, and the financial
statements of Separate Account VA-2 as of December 31, 1998, 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

                                   ANNUITY III
                                     SAI 10

<PAGE>



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.

                                   ANNUITY III
                                     SAI 11

<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, 1998, 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, 1998. 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, 1998, 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 5, 1999

                                     F-I-1
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENT OF NET ASSETS
                               DECEMBER 31, 1998

<TABLE>
<S>                                                           <C>
ASSETS
INVESTMENTS AT NET ASSET VALUE:
  VARIABLE INSURANCE PRODUCTS FUND:
     Money Market Portfolio Initial Class (Money Market
      I-Class) -- 83,957,576.23 shares at $1.00 per share
      (cost $83,957,576)....................................  $   83,957,576
     Equity-Income Portfolio Initial Class (Equity Income
      I-Class) -- 7,310,168.164 shares at $25.42 per share
      (cost $118,269,454)...................................     185,824,475
     Equity-Income Portfolio Service Class (Equity Income
      S-Class) -- 137,879.292 shares at $25.39 per share
      (cost $3,264,000).....................................       3,500,755
     Growth Portfolio Initial Class (Growth I-Class) --
      3,655,507.381 shares at $44.87 per share (cost
      $81,895,186)..........................................     164,022,616
     Growth Portfolio Service Class (Growth S-Class) --
      51,779.065 shares at $44.82 per share (cost
      $1,981,286)...........................................       2,320,738
     High Income Portfolio Initial Class (High Income
      I-Class) -- 4,839,967.104 shares at $11.53 per share
      (cost $51,150,901)....................................      55,804,820
     High Income Portfolio Service Class (High Income
      S-Class) -- 173,277.599 shares at $11.51 per share
      (cost $1,978,161).....................................       1,994,425
     Overseas Portfolio Initial Class (Overseas I-Class) --
      2,859,039.227 shares at $20.05 per share (cost
      $38,788,292)..........................................      57,323,737
     Overseas Portfolio Service Class (Overseas S-Class) --
      36,742.223 shares at $20.03 per share (cost
      $709,400).............................................         735,947
  VARIABLE INSURANCE PRODUCTS FUND II:
     Asset Manager Portfolio Initial Class (Asset Manager
      I-Class) -- 8,179,278.614 shares at $18.16 per share
      (cost $111,240,959)...................................     148,535,700
     Asset Manager Portfolio Service Class (Asset Manager
      S-Class) -- 111,558.654 shares at $18.10 per share
      (cost $1,887,022).....................................       2,019,212
     Investment Grade Bond Portfolio Initial Class
      (Investment Grade Bond I-Class) -- 4,432,351.864
      shares at $12.96 per share (cost $53,051,995).........      57,443,280
     Contrafund Portfolio Initial Class (Contrafund I-Class)
      -- 3,150,362.284 shares at $24.44 per share (cost
      $52,420,562)..........................................      76,994,855
     Contrafund Portfolio Service Class (Contrafund S-Class)
      -- 111,439.527 shares at $24.42 per share (cost
      $2,348,103)...........................................       2,721,353
     Index 500 Portfolio Initial Class (Index 500 I-Class)
      -- 819,191.106 shares at $141.25 per share (cost
      $84,061,136)..........................................     115,710,743
     Asset Manager Growth Portfolio Initial Class (Asset
      Mgr. Growth I-Class) -- 887,480.881 shares at $17.03
      per share (cost $12,119,068)..........................      15,113,798
     Asset Manager Growth Portfolio Service Class (Asset
      Mgr. Growth S-Class) -- 38,568.028 shares at $16.96
      per share (cost $604,388).............................         654,115
</TABLE>

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

                                     F-I- 2
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENT OF NET ASSETS
                               DECEMBER 31, 1998

<TABLE>
<S>                                                           <C>
ASSETS, CONTINUED

  ALGER AMERICAN FUND:
     Small Capitalization Portfolio (Small Capital) --
      1,622,219.084 shares at $43.97 per share (cost
      $51,137,188)..........................................      71,328,974
     Growth Portfolio (Growth) -- 1,934,879.114 shares at
      $53.22 per share (cost $66,162,226)...................     102,974,266
     Income and Growth Portfolio (Income and Growth) --
      2,977,458.762 shares at $13.12 per share (cost
      $31,292,193)..........................................      39,064,260
     Midcap Growth Portfolio (Midcap Growth) --
      1,499,741.532 shares at $28.87 per share (cost
      $28,866,155)..........................................      43,297,539
     Balanced Portfolio (Balanced) -- 1,376,246.463 shares
      at $12.98 per share (cost $15,052,110)................      17,863,678
     Leveraged Allcap Portfolio (Leveraged Allcap) --
      510,356.079 shares at $34.90 per share (cost
      $11,068,959)..........................................      17,811,427
  MFS VARIABLE INSURANCE TRUST:
     Emerging Growth Series Portfolio (Emerging Growth
      Series) -- 2,708,896.576 shares at $21.47 per share
      (cost $38,869,413)....................................      58,160,009
     World Governments Series Portfolio (World Govern.
      Series) -- 336,831.365 shares at $10.88 per share
      (cost $3,494,899).....................................       3,664,726
     Utilities Series Portfolio (Utilities Series) --
      1,721,761.046 shares at $19.82 per share (cost
      $28,683,078)..........................................      34,125,303
     Research Series Portfolio (Research Series) --
      807,540.107 shares at $19.05 per share (cost
      $13,362,814)..........................................      15,383,640
     Growth with Income Series Portfolio (Growth with Inc.
      Series) -- 1,373,397.787 shares at $20.11 per share
      (cost $22,839,491)....................................      27,619,029
  MORGAN STANLEY UNIVERSAL FUNDS:
     Asian Equity Portfolio (Asian Equity) -- 242,829.800
      shares at $5.23 per share (cost $1,592,188)...........       1,270,000
     Emerging Markets Equity Portfolio (Emerg. Mkts. Equity)
      -- 366,678.867 shares at $7.11 per share (cost
      $4,247,629)...........................................       2,607,086
     Global Equity Portfolio (Global Equity) -- 634,535.152
      shares at $13.14 per share (cost $7,776,758)..........       8,337,792
     International Magnum Portfolio (International Magnum)
      -- 500,621.227 shares at $11.23 per share (cost
      $5,692,851)...........................................       5,621,976
     U.S. Real Estate Portfolio (US Real Estate) --
      304,846.573 shares at $9.80 per share (cost
      $3,372,376)...........................................       2,987,497
                                                              --------------
          Net Assets Representing Equity of Policyowners....  $1,426,795,347
                                                              ==============
</TABLE>

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

                                     F-I- 3
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                   VARIABLE INSURANCE PRODUCTS FUND
                                                               ----------------------------------------
                                                                  MONEY         EQUITY         EQUITY
                                                                 MARKET         INCOME         INCOME
                                                  TOTAL          I-CLASS        I-CLASS      S-CLASS(1)
                                               ------------    -----------    -----------    ----------
<S>                                            <C>             <C>            <C>            <C>
                   1998
INVESTMENT INCOME:
  Dividend distributions received..........    $ 22,110,883    $ 4,909,957    $ 2,456,196     $     --
  Mortality and expense risk charge........     (15,831,212)    (1,194,527)    (2,339,350)      (7,417)
                                               ------------    -----------    -----------     --------
NET INVESTMENT INCOME (LOSS)...............       6,279,671      3,715,430        116,846       (7,417)
                                               ------------    -----------    -----------     --------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on
     investments...........................      78,731,557             --      8,741,168           --
  Net change in unrealized appreciation
     (depreciation)........................     135,562,898             --      8,490,127      236,755
                                               ------------    -----------    -----------     --------
NET GAIN (LOSS) ON INVESTMENTS.............     214,294,455             --     17,231,295      236,755
                                               ------------    -----------    -----------     --------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS................    $220,574,126    $ 3,715,430    $17,348,141     $229,338
                                               ============    ===========    ===========     ========
                   1997
INVESTMENT INCOME:
  Dividend distributions received..........    $ 18,333,107    $ 3,951,302    $ 2,247,348     $     --
  Mortality and expense risk charge........     (12,015,158)      (951,568)    (1,978,672)          --
                                               ------------    -----------    -----------     --------
NET INVESTMENT INCOME (LOSS)...............       6,317,949      2,999,734        268,676           --
                                               ------------    -----------    -----------     --------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on
     investments...........................      34,973,424             --     11,299,164           --
  Net change in unrealized appreciation
     (depreciation)........................     118,096,018             --     24,959,276           --
                                               ------------    -----------    -----------     --------
NET GAIN (LOSS) ON INVESTMENTS.............     153,069,442             --     36,258,440           --
                                               ------------    -----------    -----------     --------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS................    $159,387,391    $ 2,999,734    $36,527,116     $     --
                                               ============    ===========    ===========     ========
</TABLE>

- ---------------
(1) Commenced business 06/15/98
(2) Commenced business 06/23/98
(3) Commenced business 06/23/98
(4) Commenced business 07/07/98

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

                                     F-I- 4
<PAGE>

<TABLE>
<CAPTION>
                          VARIABLE INSURANCE PRODUCTS FUND
    -----------------------------------------------------------------------------
                                  HIGH          HIGH
      GROWTH        GROWTH       INCOME        INCOME      OVERSEAS     OVERSEAS
      I-CLASS     S-CLASS(2)     I-CLASS     S-CLASS(3)    I-CLASS     S-CLASS(4)
    -----------   ----------   -----------   ----------   ----------   ----------
<S> <C>           <C>          <C>           <C>          <C>          <C>
    $   605,437    $     --    $ 4,330,339    $    --     $1,140,373    $    --
     (1,732,129)     (4,565)      (690,007)    (3,896)      (736,427)    (1,477)
    -----------    --------    -----------    -------     ----------    -------
     (1,126,692)     (4,565)     3,640,332     (3,896)       403,946     (1,477)
    -----------    --------    -----------    -------     ----------    -------
     15,836,955          --      2,751,569         --      3,361,100         --
     29,131,150     339,452     (7,886,561)    16,265      4,670,094     26,547
    -----------    --------    -----------    -------     ----------    -------
     44,968,105     339,452     (5,134,992)    16,265      8,031,194     26,547
    -----------    --------    -----------    -------     ----------    -------
    $43,841,413    $334,887    $(1,494,660)   $12,369     $8,435,140    $25,070
    ===========    ========    ===========    =======     ==========    =======
    $   833,612    $     --    $ 3,454,785    $    --     $  920,980    $    --
     (1,491,200)         --       (640,776)        --       (738,232)        --
    -----------    --------    -----------    -------     ----------    -------
       (657,588)         --      2,814,009         --        182,748         --
    -----------    --------    -----------    -------     ----------    -------
      3,731,404          --        426,996         --      3,656,013         --
     19,009,272          --      4,550,641         --      3,210,442         --
    -----------    --------    -----------    -------     ----------    -------
     22,740,676          --      4,977,637         --      6,866,455         --
    -----------    --------    -----------    -------     ----------    -------
    $22,083,088    $     --    $ 7,791,646    $    --     $7,049,203    $    --
    ===========    ========    ===========    =======     ==========    =======
</TABLE>

                                     F-I- 5
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                          VARIABLE INSURANCE PRODUCTS FUND II
                                                 ------------------------------------------------------
                                                    ASSET         ASSET       INVESTMENT
                                                   MANAGER       MANAGER      GRADE BOND    CONTRAFUND
                                                   I-CLASS      S-CLASS(1)     I-CLASS        I-CLASS
                                                 -----------    ----------    ----------    -----------
<S>                                              <C>            <C>           <C>           <C>
                    1998
INVESTMENT INCOME:
  Dividend distributions received............    $ 4,583,852     $     --     $1,731,957    $   350,465
  Mortality and expense risk charge..........     (1,858,697)      (4,137)      (594,742)      (813,557)
                                                 -----------     --------     ----------    -----------
NET INVESTMENT INCOME (LOSS).................      2,725,155       (4,137)     1,137,215       (463,092)
                                                 -----------     --------     ----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments....     13,751,556           --        205,487      2,578,421
  Net change in unrealized appreciation
     (depreciation)..........................      2,204,967      132,190      2,019,428     13,791,602
                                                 -----------     --------     ----------    -----------
NET GAIN (LOSS) ON INVESTMENTS...............     15,956,523      132,190      2,224,915     16,370,023
                                                 -----------     --------     ----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS..................    $18,681,678     $128,053     $3,362,130    $15,906,931
                                                 ===========     ========     ==========    ===========
                    1997
INVESTMENT INCOME:
  Dividend distributions received............    $ 4,269,843     $     --     $1,567,477    $   238,666
  Mortality and expense risk charge..........     (1,677,072)          --       (353,893)      (505,870)
                                                 -----------     --------     ----------    -----------
NET INVESTMENT INCOME (LOSS).................      2,592,771           --      1,213,584       (267,204)
                                                 -----------     --------     ----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments....     10,710,793           --             --        630,759
  Net change in unrealized appreciation
     (depreciation)..........................     10,040,817           --        877,219      7,170,889
                                                 -----------     --------     ----------    -----------
NET GAIN (LOSS) ON INVESTMENTS...............     20,751,610           --        877,219      7,801,648
                                                 -----------     --------     ----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS..................    $23,344,381     $     --     $2,090,803    $ 7,534,444
                                                 ===========     ========     ==========    ===========
</TABLE>

- ---------------
(1) Commenced business 06/25/98
(2) Commenced business 06/25/98
(3) Commenced business 06/25/98

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

                                     F-I- 6
<PAGE>

<TABLE>
<CAPTION>
                VARIABLE INSURANCE PRODUCTS FUND II                          ALGER AMERICAN FUND
    -----------------------------------------------------------    ----------------------------------------
                                 ASSET MANAGER    ASSET MANAGER
    CONTRAFUND     INDEX 500        GROWTH           GROWTH           SMALL                      INCOME AND
    S-CLASS(2)      I-CLASS         I-CLASS        S-CLASS(3)        CAPITAL        GROWTH         GROWTH
    ----------    -----------    -------------    -------------    -----------    -----------    ----------
<S> <C>           <C>            <C>              <C>              <C>            <C>            <C>
     $     --     $   786,943     $  297,859         $    --       $        --    $   173,339    $  104,987
       (4,856)     (1,123,527)      (196,347)         (1,275)         (803,975)      (945,575)     (404,776)
     --------     -----------     ----------         -------       -----------    -----------    ----------
       (4,856)       (336,584)       101,512          (1,275)         (803,975)      (772,236)     (299,789)
     --------     -----------     ----------         -------       -----------    -----------    ----------
           --       1,822,698      1,392,928              --         8,752,723     10,592,649     2,904,643
      373,250      19,083,799        634,145          49,726         2,183,950     18,379,701     5,691,621
     --------     -----------     ----------         -------       -----------    -----------    ----------
      373,250      20,906,497      2,027,073          49,726        10,936,673     28,972,350     8,596,264
     --------     -----------     ----------         -------       -----------    -----------    ----------
     $368,394     $20,569,913     $2,128,585         $48,451       $10,132,698    $28,200,114    $8,296,475
     ========     ===========     ==========         =======       ===========    ===========    ==========
     $     --     $   238,743     $       --         $    --       $        --    $   156,764    $   77,900
           --        (585,714)      (127,412)             --          (763,410)      (650,590)     (236,367)
     --------     -----------     ----------         -------       -----------    -----------    ----------
           --        (346,971)      (127,412)             --          (763,410)      (493,826)     (158,467)
     --------     -----------     ----------         -------       -----------    -----------    ----------
           --         484,440          7,452              --         2,112,658        283,904       644,447
           --      11,124,629      2,228,379              --         5,974,644     10,340,154     4,535,877
     --------     -----------     ----------         -------       -----------    -----------    ----------
           --      11,609,069      2,235,831              --         8,087,302     10,624,058     5,180,324
     --------     -----------     ----------         -------       -----------    -----------    ----------
     $     --     $11,262,098     $2,108,419         $    --       $ 7,323,892    $10,130,232    $5,021,857
     ========     ===========     ==========         =======       ===========    ===========    ==========
</TABLE>

                                     F-I- 7
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                      ALGER AMERICAN FUND
                                                            ---------------------------------------
                                                              MIDCAP                     LEVERAGED
                                                              GROWTH        BALANCED       ALLCAP
                          1998                              -----------    ----------    ----------
<S>                                                         <C>            <C>           <C>
INVESTMENT INCOME:
  Dividend distributions received.......................    $        --    $  158,910    $       --
  Mortality and expense risk charge.....................       (483,549)     (152,734)     (147,668)
                                                            -----------    ----------    ----------
NET INVESTMENT INCOME (LOSS)............................       (483,549)        6,176      (147,668)
                                                            -----------    ----------    ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on investments...............      3,119,502       705,874       437,518
  Net change in unrealized appreciation
     (depreciation).....................................      6,907,531     2,653,456     5,190,038
                                                            -----------    ----------    ----------
NET GAIN (LOSS) ON INVESTMENTS..........................     10,027,033     3,359,330     5,627,556
                                                            -----------    ----------    ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS............................................    $ 9,543,484    $3,365,506    $5,479,888
                                                            ===========    ==========    ==========
                          1997
INVESTMENT INCOME:
  Dividend distributions received.......................    $    17,621    $   72,040    $       --
  Mortality and expense risk charge.....................       (416,023)      (83,767)     (107,315)
                                                            -----------    ----------    ----------
NET INVESTMENT INCOME (LOSS)............................       (398,402)      (11,727)     (107,315)
                                                            -----------    ----------    ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on investments...............        429,680        97,681            --
  Net change in unrealized appreciation
     (depreciation).....................................      3,558,421       937,442     1,319,217
                                                            -----------    ----------    ----------
NET GAIN (LOSS) ON INVESTMENTS..........................      3,988,101     1,035,123     1,319,217
                                                            -----------    ----------    ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS............................................    $ 3,589,699    $1,023,396    $1,211,902
                                                            ===========    ==========    ==========
</TABLE>

- ---------------
(1) Commenced business 05/01/97
(2) Commenced business 05/01/97
(3) Commenced business 05/12/97
(4) Commenced business 05/01/97

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

                                     F-I- 8
<PAGE>

<TABLE>
<CAPTION>
                                                                                      MORGAN STANLEY
                           MFS VARIABLE INSURANCE TRUST                              UNIVERSAL FUNDS
     -------------------------------------------------------------------------   ------------------------
       EMERGING          WORLD        UTILITIES     RESEARCH     GROWTH WITH       ASIAN     EMERG. MKTS.
     GROWTH SERIES   GOVERN. SERIES     SERIES     SERIES(1)    INC. SERIES(2)   EQUITY(3)    EQUITY(4)
     -------------   --------------   ----------   ----------   --------------   ---------   ------------
<S>  <C>             <C>              <C>          <C>          <C>              <C>         <C>
      $        --       $ 33,336      $  245,880   $   13,758     $       --     $  14,136   $    15,303
         (611,693)       (35,811)       (308,735)    (130,753)      (265,114)      (15,708)      (40,749)
      -----------       --------      ----------   ----------     ----------     ---------   -----------
         (611,693)        (2,475)        (62,855)    (116,995)      (265,114)       (1,572)      (25,446)
      -----------       --------      ----------   ----------     ----------     ---------   -----------
          385,947             --       1,117,922      180,422             --            --            --
       13,357,575        172,955       2,524,701    1,891,547      4,105,744       (41,512)     (979,576)
      -----------       --------      ----------   ----------     ----------     ---------   -----------
       13,743,522        172,955       3,642,623    2,071,969      4,105,744       (41,512)     (979,576)
      -----------       --------      ----------   ----------     ----------     ---------   -----------
      $13,131,829       $170,480      $3,579,768   $1,954,974     $3,840,630     $ (43,084)  $(1,005,022)
      ===========       ========      ==========   ==========     ==========     =========   ===========
      $        --       $ 23,328      $       --   $       --     $   55,234     $   1,300   $    20,729
         (383,765)       (23,313)       (123,508)     (21,546)       (65,442)       (3,852)      (17,436)
      -----------       --------      ----------   ----------     ----------     ---------   -----------
         (383,765)            15        (123,508)     (21,546)       (10,208)       (2,552)        3,293
      -----------       --------      ----------   ----------     ----------     ---------   -----------
               --         10,575              --           --        258,379            --        91,711
        5,563,031        (36,397)      2,737,314      129,278        673,794      (280,675)     (660,966)
      -----------       --------      ----------   ----------     ----------     ---------   -----------
        5,563,031        (25,822)      2,737,314      129,278        932,173      (280,675)     (569,255)
      -----------       --------      ----------   ----------     ----------     ---------   -----------
      $ 5,179,266       $(25,807)     $2,613,806   $  107,732     $  921,965     $(283,227)  $  (565,962)
      ===========       ========      ==========   ==========     ==========     =========   ===========
</TABLE>

                                     F-I- 9
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                        MORGAN STANLEY UNIVERSAL FUNDS          DREYFUS
                                                    ---------------------------------------    ---------
                                                     GLOBAL      INTERNATIONAL    U.S. REAL      STOCK
                                                    EQUITY(1)      MAGNUM(2)      ESTATE(3)      INDEX
                                                    ---------    -------------    ---------      -----
<S>                                                 <C>          <C>              <C>          <C>
                       1998
INVESTMENT INCOME:
  Dividend distributions received.................  $ 54,910       $  17,781      $  85,165    $      --
  Mortality and expense risk charge...............   (78,584)        (59,173)       (39,682)          --
                                                    --------       ---------      ---------    ---------
NET INVESTMENT INCOME (LOSS)......................   (23,674)        (41,392)        45,483           --
                                                    --------       ---------      ---------    ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments.........    46,830          19,782         25,863           --
  Net change in unrealized appreciation
     (depreciation)...............................   530,951         207,777       (526,497)          --
                                                    --------       ---------      ---------    ---------
NET GAIN (LOSS) ON INVESTMENTS....................   577,781         227,559       (500,634)          --
                                                    --------       ---------      ---------    ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS.................................  $554,107       $ 186,167      $(455,151)   $      --
                                                    ========       =========      =========    =========
                       1997
INVESTMENT INCOME:
  Dividend distributions received.................  $ 18,981       $  86,248      $  42,620    $  37,586
  Mortality and expense risk charge...............   (12,407)        (14,166)       (12,020)     (29,822)
                                                    --------       ---------      ---------    ---------
NET INVESTMENT INCOME (LOSS)......................     6,574          72,082         30,600        7,764
                                                    --------       ---------      ---------    ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on investments.........    40,539           5,746         51,083           --
  Net change in unrealized appreciation
     (depreciation)...............................    30,082        (278,652)       141,617      240,273
                                                    --------       ---------      ---------    ---------
NET GAIN (LOSS) ON INVESTMENTS....................    70,621        (272,906)       192,700      240,273
                                                    --------       ---------      ---------    ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS.................................  $ 77,195       $(200,824)     $ 223,300    $ 248,037
                                                    ========       =========      =========    =========
</TABLE>

- ---------------
(1) Commenced business 05/02/97
(2) Commenced business 05/01/97
(3) Commenced business 05/01/97

                                    F-I- 10
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                    F-I- 11
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                      STATEMENTS OF CHANGES IN NET ASSETS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                  VARIABLE INSURANCE PRODUCTS FUND
                                                             -------------------------------------------
                                                                                                EQUITY
                                                             MONEY MARKET    EQUITY INCOME      INCOME
                                               TOTAL           I-CLASS          I-CLASS       S-CLASS(1)
                                           --------------    ------------    -------------    ----------
<S>                                        <C>               <C>             <C>              <C>
                 1998
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss).........    $    6,279,671    $  3,715,430    $    116,846     $   (7,417)
  Net realized gain (loss) on
     investments.......................        78,731,557              --       8,741,168             --
  Net change in unrealized appreciation
     (depreciation)....................       135,562,898              --       8,490,127        236,755
                                           --------------    ------------    ------------     ----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS............       220,574,126       3,715,430      17,348,141        229,338
NET INCREASE (DECREASE) FROM
  POLICYOWNER TRANSACTIONS.............       138,601,922      22,164,859     (10,270,912)     3,271,417
                                           --------------    ------------    ------------     ----------
TOTAL INCREASE (DECREASE) IN NET
  ASSETS...............................       359,176,048      25,880,289       7,077,229      3,500,755
NET ASSETS AT JANUARY 1, 1998..........     1,067,619,299      58,077,287     178,747,246             --
                                           --------------    ------------    ------------     ----------
NET ASSETS AT DECEMBER 31, 1998........    $1,426,795,347    $ 83,957,576    $185,824,475     $3,500,755
                                           ==============    ============    ============     ==========
                 1997
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss).........    $    6,317,949    $  2,999,734    $    268,676     $       --
  Net realized gain (loss) on
     investments.......................        34,973,424              --      11,299,164             --
  Net change in unrealized appreciation
     (depreciation)....................       118,096,018              --      24,959,276             --
                                           --------------    ------------    ------------     ----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS............       159,387,391       2,999,734      36,527,116             --
NET INCREASE (DECREASE) FROM
  POLICYOWNER TRANSACTIONS.............        96,731,159     (16,426,180)      8,142,445             --
                                           --------------    ------------    ------------     ----------
TOTAL INCREASE (DECREASE) IN NET
  ASSETS...............................       256,118,550     (13,426,446)     44,669,561             --
NET ASSETS AT JANUARY 1, 1997..........       811,500,749      71,503,733     134,077,685             --
                                           --------------    ------------    ------------     ----------
NET ASSETS AT DECEMBER 31, 1997........    $1,067,619,299    $ 58,077,287    $178,747,246     $       --
                                           ==============    ============    ============     ==========
</TABLE>

- ---------------
(1) Commenced business 06/15/98
(2) Commenced business 06/23/98
(3) Commenced business 06/23/98
(4) Commenced business 07/07/98

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

                                    F-I- 12
<PAGE>

<TABLE>
<CAPTION>
                            VARIABLE INSURANCE PRODUCTS FUND
     -------------------------------------------------------------------------------
                                    HIGH          HIGH
        GROWTH        GROWTH       INCOME        INCOME      OVERSEAS      OVERSEAS
       I-CLASS      S-CLASS(2)     I-CLASS     S-CLASS(3)     I-CLASS     S-CLASS(4)
     ------------   ----------   -----------   ----------   -----------   ----------
<S>  <C>            <C>          <C>           <C>          <C>           <C>
     $ (1,126,692)  $   (4,565)  $ 3,640,332   $   (3,896)  $   403,946    $ (1,477)
       15,836,955           --     2,751,569           --     3,361,100          --
       29,131,150      339,452    (7,886,561)      16,265     4,670,094      26,547
     ------------   ----------   -----------   ----------   -----------    --------
       43,841,413      334,887    (1,494,660)      12,369     8,435,140      25,070
       (5,387,432)   1,985,851    (2,985,396)   1,982,056    (6,253,341)    710,877
     ------------   ----------   -----------   ----------   -----------    --------
       38,453,981    2,320,738    (4,480,056)   1,994,425     2,181,799     735,947
      125,568,635           --    60,284,876           --    55,141,938          --
     ------------   ----------   -----------   ----------   -----------    --------
     $164,022,616   $2,320,738   $55,804,820   $1,994,425   $57,323,737    $735,947
     ============   ==========   ===========   ==========   ===========    ========
     $   (657,588)  $       --   $ 2,814,009   $       --   $   182,748    $     --
        3,731,404           --       426,996           --     3,656,013          --
       19,009,272           --     4,550,641           --     3,210,442          --
     ------------   ----------   -----------   ----------   -----------    --------
       22,083,088           --     7,791,646           --     7,049,203          --
       (7,707,236)          --      (140,776)          --    (5,891,139)         --
     ------------   ----------   -----------   ----------   -----------    --------
       14,375,852           --     7,650,870           --     1,158,064          --
      111,192,783           --    52,634,006           --    53,983,874          --
     ------------   ----------   -----------   ----------   -----------    --------
     $125,568,635   $       --   $60,284,876   $       --   $55,141,938    $     --
     ============   ==========   ===========   ==========   ===========    ========
</TABLE>

                                    F-I- 13
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                      STATEMENTS OF CHANGES IN NET ASSETS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                             VARIABLE INSURANCE PRODUCTS FUND II
                                                  ---------------------------------------------------------
                                                                     ASSET       INVESTMENT
                                                  ASSET MANAGER     MANAGER      GRADE BOND     CONTRAFUND
                                                     I-CLASS       S-CLASS(1)      I-CLASS        I-CLASS
                                                  -------------    ----------    -----------    -----------
<S>                                               <C>              <C>           <C>            <C>
                     1998
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss)................    $  2,725,155     $   (4,137)   $ 1,137,215    $  (463,092)
  Net realized gain (loss) on investments.....      13,751,556             --        205,487      2,578,421
  Net change in unrealized appreciation
    (depreciation)............................       2,204,967        132,190      2,019,428     13,791,602
                                                  ------------     ----------    -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS...................      18,681,678        128,053      3,362,130     15,906,931
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS................................     (15,450,556)     1,891,159     20,420,227     11,886,631
                                                  ------------     ----------    -----------    -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS.......       3,231,122      2,019,212     23,782,357     27,793,562
NET ASSETS AT JANUARY 1, 1998.................     145,304,578             --     33,660,923     49,201,293
                                                  ------------     ----------    -----------    -----------
NET ASSETS AT DECEMBER 31, 1998...............    $148,535,700     $2,019,212    $57,443,280    $76,994,855
                                                  ============     ==========    ===========    ===========
                     1997
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss)................    $  2,592,771     $       --    $ 1,213,584    $  (267,204)
  Net realized gain (loss) on investments.....      10,710,793             --             --        630,759
  Net change in unrealized appreciation
    (depreciation)............................      10,040,817             --        877,219      7,170,889
                                                  ------------     ----------    -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS...................      23,344,381             --      2,090,803      7,534,444
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS................................      (1,349,261)            --      4,978,214     11,522,809
                                                  ------------     ----------    -----------    -----------
TOTAL INCREASE(DECREASE) IN NET ASSETS........      21,995,120             --      7,069,017     19,057,253
NET ASSETS AT JANUARY 1, 1997.................     123,309,458             --     26,591,906     30,144,040
                                                  ------------     ----------    -----------    -----------
NET ASSETS AT DECEMBER 31, 1997...............    $145,304,578     $       --    $33,660,923    $49,201,293
                                                  ============     ==========    ===========    ===========
</TABLE>

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

(1) Commenced business 06/25/98
(2) Commenced business 06/25/98
(3) Commenced business 06/25/98

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

                                    F-I- 14
<PAGE>

<TABLE>
<CAPTION>
        VARIABLE INSURANCE PRODUCTS FUND II                      ALGER AMERICAN FUND
- ----------------------------------------------------   ----------------------------------------
                            ASSET MGR.    ASSET MGR.
CONTRAFUND    INDEX 500       GROWTH        GROWTH        SMALL                     INCOME AND
S-CLASS(2)     I-CLASS        I-CLASS     S-CLASS(3)     CAPITAL        GROWTH        GROWTH
- ----------   ------------   -----------   ----------   -----------   ------------   -----------
<S>          <C>            <C>           <C>          <C>           <C>            <C>
$   (4,856)  $   (336,584)  $   101,512    $ (1,275)   $  (803,975)  $   (772,236)  $  (299,789)
        --      1,822,698     1,392,928          --      8,752,723     10,592,649     2,904,643
   373,250     19,083,799       634,145      49,726      2,183,950     18,379,701     5,691,621
- ----------   ------------   -----------    --------    -----------   ------------   -----------
   368,394     20,569,913     2,128,585      48,451     10,132,698     28,200,114     8,296,475
 2,352,959     32,088,011    (1,357,855)    605,664     (8,549,142)    19,541,259     5,828,399
- ----------   ------------   -----------    --------    -----------   ------------   -----------
 2,721,353     52,657,924       770,730     654,115      1,583,556     47,741,373    14,124,874
        --     63,052,819    14,343,068          --     69,745,418     55,232,893    24,939,386
- ----------   ------------   -----------    --------    -----------   ------------   -----------
$2,721,353   $115,710,743   $15,113,798    $654,115    $71,328,974   $102,974,266   $39,064,260
==========   ============   ===========    ========    ===========   ============   ===========
$       --   $   (346,971)  $  (127,412)   $     --    $  (763,410)  $   (493,826)  $  (158,467)
        --        484,440         7,452          --      2,112,658        283,904       644,447
        --     11,124,629     2,228,379          --      5,974,644     10,340,154     4,535,877
- ----------   ------------   -----------    --------    -----------   ------------   -----------
        --     11,262,098     2,108,419          --      7,323,892     10,130,232     5,021,857
        --     33,633,958     9,152,452          --      5,835,385      2,936,361     8,178,488
- ----------   ------------   -----------    --------    -----------   ------------   -----------
        --     44,896,056    11,260,871          --     13,159,277     13,066,593    13,200,345
        --     18,156,763     3,082,197          --     56,586,141     42,166,300    11,739,041
- ----------   ------------   -----------    --------    -----------   ------------   -----------
$       --   $ 63,052,819   $14,343,068    $     --    $69,745,418   $ 55,232,893   $24,939,386
==========   ============   ===========    ========    ===========   ============   ===========
</TABLE>

                                    F-I- 15
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                      STATEMENTS OF CHANGES IN NET ASSETS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                     ALGER AMERICAN FUND
                                                          -----------------------------------------
                                                            MIDCAP                       LEVERAGED
                                                            GROWTH        BALANCED        ALLCAP
                                                          -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>
                         1998
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss)........................    $  (483,549)   $     6,176    $  (147,668)
  Net realized gain (loss) on investments.............      3,119,502        705,874        437,518
  Net change in unrealized appreciation
     (depreciation)...................................      6,907,531      2,653,456      5,190,038
                                                          -----------    -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS..........................................      9,543,484      3,365,506      5,479,888
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS........................................        389,788      6,314,331      4,056,065
                                                          -----------    -----------    -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............      9,933,272      9,679,837      9,535,953
NET ASSETS AT JANUARY 1, 1998.........................     33,364,267      8,183,841      8,275,474
                                                          -----------    -----------    -----------
NET ASSETS AT DECEMBER 31, 1998.......................    $43,297,539    $17,863,678    $17,811,427
                                                          ===========    ===========    ===========
                         1997
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss)........................    $  (398,402)   $   (11,727)   $  (107,315)
  Net realized gain (loss) on investments.............        429,680         97,681             --
  Net change in unrealized appreciation
     (depreciation)...................................      3,558,421        937,442      1,319,217
                                                          -----------    -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS..........................................      3,589,699      1,023,396      1,211,902
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS........................................        516,814      1,897,757        826,499
                                                          -----------    -----------    -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............      4,106,513      2,921,153      2,038,401
NET ASSETS AT JANUARY 1, 1997.........................     29,257,754      5,262,688      6,237,073
                                                          -----------    -----------    -----------
NET ASSETS AT DECEMBER 31, 1997.......................    $33,364,267    $ 8,183,841    $ 8,275,474
                                                          ===========    ===========    ===========
</TABLE>

- ---------------
(1) Commenced business 05/01/97
(2) Commenced business 05/01/97
(3) Commenced business 05/12/97
(4) Commenced business 05/01/97

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

                                    F-I- 16
<PAGE>

<TABLE>
<CAPTION>
                           MFS VARIABLE INSURANCE TRUST                           MORGAN STANLEY UNIVERSAL FUNDS
    ---------------------------------------------------------------------------   -------------------------------
      EMERGING          WORLD         UTILITIES     RESEARCH      GROWTH WITH         ASIAN        EMERG. MKTS.
    GROWTH SERIES   GOVERN. SERIES     SERIES       SERIES(1)    INC. SERIES(2)     EQUITY(3)        EQUITY(4)
    -------------   --------------   -----------   -----------   --------------   -------------   ---------------
<S> <C>             <C>              <C>           <C>           <C>              <C>             <C>
     $   (611,693)    $   (2,475)    $   (62,855)  $  (116,995)   $  (265,114)     $   (1,572)      $   (25,446)
          385,947             --       1,117,922       180,422             --              --                --
       13,357,575        172,955       2,524,701     1,891,547      4,105,744         (41,512)         (979,576)
     ------------     ----------     -----------   -----------    -----------      ----------       -----------
       13,131,829        170,480       3,579,768     1,954,974      3,840,630         (43,084)       (1,005,022)
        8,590,108      1,367,828      15,579,157     8,858,712     10,291,072         281,663           571,924
     ------------     ----------     -----------   -----------    -----------      ----------       -----------
       21,721,937      1,538,308      19,158,925    10,813,686     14,131,702         238,579          (433,098)
       36,438,072      2,126,418      14,966,378     4,569,954     13,487,327       1,031,421         3,040,184
     ------------     ----------     -----------   -----------    -----------      ----------       -----------
     $ 58,160,009     $3,664,726     $34,125,303   $15,383,640    $27,619,029      $1,270,000       $ 2,607,086
     ============     ==========     ===========   ===========    ===========      ==========       ===========
     $   (383,765)    $       15     $  (123,508)  $   (21,546)   $   (10,208)     $   (2,552)      $     3,293
               --         10,575              --            --        258,379              --            91,711
        5,563,031        (36,397)      2,737,314       129,278        673,794        (280,675)         (660,966)
     ------------     ----------     -----------   -----------    -----------      ----------       -----------
        5,179,266        (25,807)      2,613,806       107,732        921,965        (283,227)         (565,962)
       11,676,622        887,245       6,961,486     4,462,222     12,565,362       1,314,648         3,606,146
     ------------     ----------     -----------   -----------    -----------      ----------       -----------
       16,855,888        861,438       9,575,292     4,569,954     13,487,327       1,031,421         3,040,184
       19,582,184      1,264,980       5,391,086            --             --              --                --
     ------------     ----------     -----------   -----------    -----------      ----------       -----------
     $ 36,438,072     $2,126,418     $14,966,378   $ 4,569,954    $13,487,327      $1,031,421       $ 3,040,184
     ============     ==========     ===========   ===========    ===========      ==========       ===========
</TABLE>

                                    F-I- 17
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                      STATEMENTS OF CHANGES IN NET ASSETS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                      MORGAN STANLEY UNIVERSAL FUNDS            DREYFUS
                                                 -----------------------------------------    -----------
                                                   GLOBAL      INTERNATIONAL    U.S. REAL        STOCK
                                                 EQUITY(1)       MAGNUM(2)      ESTATE(3)        INDEX
                                                 ----------    -------------    ----------    -----------
<S>                                              <C>           <C>              <C>           <C>
                    1998
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss)...............    $  (23,674)    $  (41,392)     $   45,483    $        --
  Net realized gain (loss) on investments....        46,830         19,782          25,863             --
  Net change in unrealized appreciation
     (depreciation)..........................       530,951        207,777        (526,497)            --
                                                 ----------     ----------      ----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS..................       554,107        186,167        (455,151)            --
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS...............................     4,864,755      2,526,436         435,348             --
                                                 ----------     ----------      ----------    -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS......     5,418,862      2,712,603         (19,803)            --
NET ASSETS AT JANUARY 1, 1998................     2,918,930      2,909,373       3,007,300             --
                                                 ----------     ----------      ----------    -----------
NET ASSETS AT DECEMBER 31, 1998                  $8,337,792     $5,621,976      $2,987,497    $        --
                                                 ==========     ==========      ==========    ===========
</TABLE>

<TABLE>
<CAPTION>
                    1997
<S>                                              <C>           <C>              <C>           <C>
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss)...............    $    6,574     $   72,082      $   30,600    $     7,764
  Net realized gain (loss) on investments....        40,539          5,746          51,083             --
  Net change in unrealized appreciation
     (depreciation)..........................        30,082       (278,652)        141,617        240,273
                                                 ----------     ----------      ----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS..................        77,195       (200,824)        223,300        248,037
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS...............................     2,841,735      3,110,197       2,784,000     (9,585,094)
                                                 ----------     ----------      ----------    -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS......     2,918,930      2,909,373       3,007,300     (9,337,057)
NET ASSETS AT JANUARY 1, 1997................            --             --              --      9,337,057
                                                 ----------     ----------      ----------    -----------
NET ASSETS AT DECEMBER 31, 1997..............    $2,918,930     $2,909,373      $3,007,300    $        --
                                                 ==========     ==========      ==========    ===========
</TABLE>

- ---------------
(1) Commenced business 05/02/97
(2) Commenced business 05/01/97
(3) Commenced business 05/01/97

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

                                    F-I- 18
<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, 1998, there are thirty-three
subaccounts within the Account. Nine of the subaccounts invest only in a
corresponding Portfolio of Variable Insurance Products Fund and eight 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 policyowner
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.

                                    F-I- 19
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

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.

                                    F-I- 20
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                    F-I- 21
<PAGE>

                    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:

<TABLE>
<CAPTION>
                                                          VARIABLE INSURANCE PRODUCTS FUND
                                ------------------------------------------------------------------------------------
                                                          EQUITY          EQUITY
                                   MONEY MARKET           INCOME          INCOME           GROWTH           GROWTH
                                     I-CLASS             I-CLASS        S-CLASS(1)         I-CLASS        S-CLASS(2)
                                ------------------    --------------    -----------    ---------------    ----------
<S>                             <C>                   <C>               <C>            <C>                <C>
Shares owned at January 1,
  1998......................        58,077,286.870     7,361,912.916             --      3,384,599.320            --
Shares acquired.............     1,252,783,192.600     8,936,857.352    157,505.669     18,036,796.629    61,359.108
Shares disposed of..........    (1,226,902,903.240)   (8,988,602.104)   (19,626.377)   (17,765,888.568)   (9,580.043)
                                ------------------    --------------    -----------    ---------------    ----------
Shares owned at December 31,
  1998......................        83,957,576.230     7,310,168.164    137,879.292      3,655,507.381    51,779.065
                                ==================    ==============    ===========    ===============    ==========

Shares owned at January 1,
  1997......................        71,503,732.540     6,375,543.739             --      3,570,738.040            --
Shares acquired.............       853,215,634.620     6,785,276.757             --      9,039,036.135            --
Shares disposed of..........      (866,642,080.290)   (5,798,907.580)            --     (9,225,174.855)           --
                                ------------------    --------------    -----------    ---------------    ----------
Shares owned at December 31,
  1997......................        58,077,286.870     7,361,912.916             --      3,384,599.320            --
                                ==================    ==============    ===========    ===============    ==========
</TABLE>

- ---------------
(1) Commenced business 06/15/98
(2) Commenced business 06/23/98
(3) Commenced business 06/23/98
(4) Commenced business 07/07/98
(5) Commenced business 06/25/98

                                    F-I- 22
<PAGE>

<TABLE>
<CAPTION>
                    VARIABLE INSURANCE PRODUCTS FUND                       VARIABLE INSURANCE PRODUCTS FUND II
     --------------------------------------------------------------   ---------------------------------------------
                                                                          ASSET           ASSET        INVESTMENT
       HIGH INCOME     HIGH INCOME       OVERSEAS        OVERSEAS        MANAGER         MANAGER       GRADE BOND
         I-CLASS        S-CLASS(3)        I-CLASS       S-CLASS(4)       I-CLASS       S-CLASS(5)       I-CLASS
     ---------------   ------------   ---------------   -----------   --------------   -----------   --------------
<S>  <C>               <C>            <C>               <C>           <C>              <C>           <C>
       4,439,239.772             --     2,871,975.918            --    8,067,994.337            --    2,680,009.791
      20,362,230.074    208,295.763    15,350,838.156    56,470.828    3,866,005.207   119,601.673    6,429,503.361
     (19,961,502.742)   (35,018.164)  (15,363,774.847)  (19,728.605)  (3,754,720.930)   (8,043.019)  (4,677,161.288)
     ---------------   ------------   ---------------   -----------   --------------   -----------   --------------
       4,839,967.104    173,277.599     2,859,039.227    36,742.223    8,179,278.614   111,558.654    4,432,351.864
     ===============   ============   ===============   ===========   ==============   ===========   ==============

       4,203,994.114             --     2,865,386.075            --    7,283,488.356            --    2,172,541.324
      12,090,797.257             --     6,633,173.353            --    2,847,323.335            --    1,694,137.840
     (11,855,551.599)            --    (6,626,583.510)           --   (2,062,817.354)           --   (1,186,669.373)
     ---------------   ------------   ---------------   -----------   --------------   -----------   --------------
       4,439,239.772             --     2,871,975.918            --    8,067,994.337            --    2,680,009.791
     ===============   ============   ===============   ===========   ==============   ===========   ==============
</TABLE>

                                    F-I- 23
<PAGE>

                    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:

<TABLE>
<CAPTION>
                                                 VARIABLE INSURANCE PRODUCTS FUND II
                           -------------------------------------------------------------------------------
                                                                                ASSET MGR.      ASSET MGR.
                             CONTRAFUND      CONTRAFUND       INDEX 500           GROWTH          GROWTH
                              I-CLASS        S-CLASS(1)        I-CLASS           I-CLASS        S-CLASS(2)
                           --------------    -----------    --------------    --------------    ----------
<S>                        <C>               <C>            <C>               <C>               <C>
Shares owned at January
  1, 1998..............     2,467,467.035             --       551,209.193       876,715.624            --
Shares acquired........     4,576,497.181    121,734.196     1,324,443.401     1,222,397.249    42,705.086
Shares disposed of.....    (3,893,601.932)   (10,294.669)   (1,056,461.488)   (1,211,631.992)   (4,137.058)
                           --------------    -----------    --------------    --------------    ----------
Shares owned at
  December 31, 1998....     3,150,362.284    111,439.527       819,191.106       887,480.881    38,568.028
                           ==============    ===========    ==============    ==============    ==========

Shares owned at January
  1, 1997..............     1,820,292.255             --       203,711.023       235,282.226            --
Shares acquired........     2,201,624.166             --     1,006,210.576     1,122,271.776            --
Shares disposed of.....    (1,554,449.386)            --      (658,712.406)     (480,838.378)           --
                           --------------    -----------    --------------    --------------    ----------
Shares owned at
  December 31, 1997....     2,467,467.035             --       551,209.193       876,715.624            --
                           ==============    ===========    ==============    ==============    ==========
</TABLE>

- ---------------
(1) Commenced business 06/25/98
(2) Commenced business 06/25/98

                                    F-I- 24
<PAGE>

<TABLE>
<CAPTION>
                                      ALGER AMERICAN FUND
- ------------------------------------------------------------------------------------------------
    SMALL                           INCOME AND         MIDCAP                        LEVERAGED
   CAPITAL           GROWTH           GROWTH           GROWTH         BALANCED         ALLCAP
- --------------   --------------   --------------   --------------   -------------   ------------
<S>              <C>              <C>              <C>              <C>             <C>
 1,594,180.984    1,291,695.359    2,269,279.878    1,379,829.066     760,580.036    357,163.335
 8,230,321.407    6,178,338.314    3,626,258.757    2,752,648.203   1,499,644.125    719,818.141
(8,202,283.307)  (5,535,154.559)  (2,918,079.873)  (2,632,735.737)   (883,977.698)  (566,625.397)
- --------------   --------------   --------------   --------------   -------------   ------------
 1,622,219.084    1,934,879.114    2,977,458.762    1,499,741.532   1,376,246.463    510,356.079
==============   ==============   ==============   ==============   =============   ============

 1,383,186.051    1,228,263.919    1,394,185.376    1,370,386.612     569,554.981    322,162.842
 4,468,000.589    1,800,274.339    2,269,264.497    1,673,797.476     422,401.028    415,875.563
(4,257,005.656)  (1,736,842.899)  (1,394,169.995)  (1,664,355.022)   (231,375.973)  (380,875.070)
- --------------   --------------   --------------   --------------   -------------   ------------
 1,594,180.984    1,291,695.359    2,269,279.878    1,379,829.066     760,580.036    357,163.335
==============   ==============   ==============   ==============   =============   ============
</TABLE>

                                    F-I- 25
<PAGE>
                    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:

<TABLE>
<CAPTION>
                                                    MFS VARIABLE INSURANCE TRUST
                          --------------------------------------------------------------------------------
                             EMERGING          WORLD          UTILITIES        RESEARCH      GROWTH WITH
                          GROWTH SERIES    GOVERN. SERIES       SERIES        SERIES(1)     INC. SERIES(2)
                          --------------   --------------   --------------   ------------   --------------
<S>                       <C>              <C>              <C>              <C>            <C>
Shares owned at January
  1, 1998...............   2,257,625.308     208,268.140       831,927.658    289,420.764      820,397.016
Shares acquired.........   3,643,188.582     548,489.706     2,105,774.882    909,665.190    1,302,607.527
Shares disposed of......  (3,191,917.314)   (419,926.481)   (1,215,941.494)  (391,545.847)    (749,606.756)
                          --------------    ------------    --------------   ------------   --------------
Shares owned at December
  31, 1998..............   2,708,896.576     336,831.365     1,721,761.046    807,540.107    1,373,397.787
                          ==============    ============    ==============   ============   ==============

Shares owned at January
  1, 1997...............   1,479,016.961     119,563.323       394,662.255             --               --
Shares acquired.........   2,976,120.153     298,925.691       898,208.994    337,744.371      905,870.017
Shares disposed of......  (2,197,511.806)   (210,220.874)     (460,943.591)   (48,323.607)     (85,473.001)
                          --------------    ------------    --------------   ------------   --------------
Shares owned at December
  31, 1997..............   2,257,625.308     208,268.140       831,927.658    289,420.764      820,397.016
                          ==============    ============    ==============   ============   ==============
</TABLE>

- ---------------
(1) Commenced business 05/01/97
(2) Commenced business 05/01/97
(3) Commenced business 05/12/97
(4) Commenced business 05/01/97
(5) Commenced business 05/02/97
(6) Commenced business 05/01/97
(7) Commenced business 05/01/97

                                    F-I- 26
<PAGE>

<TABLE>
<CAPTION>
                                 MORGAN STANLEY UNIVERSAL FUNDS                                DREYFUS
        ---------------------------------------------------------------------------------    ------------
            ASIAN         EMERGING MKTS.       GLOBAL       INTERNATIONAL     U.S. REAL         STOCK
          EQUITY(3)         EQUITY(4)        EQUITY(5)        MAGNUM(6)       ESTATE(7)         INDEX
        --------------    --------------    ------------    -------------    ------------    ------------
<S>     <C>               <C>               <C>             <C>              <C>             <C>
           182,876.009      322,394.901      248,631.218     280,286.412      263,567.027              --
         2,164,894.930      593,796.286      832,986.970     747,756.545      549,316.381              --
        (2,104,941.139)    (549,512.320)    (447,083.036)   (527,421.730)    (508,036.835)             --
        --------------     ------------     ------------    ------------     ------------    ------------
           242,829.800      366,678.867      634,535.152     500,621.227      304,846.573              --
        ==============     ============     ============    ============     ============    ============

                    --               --               --              --               --     460,407.134
           190,839.842      443,006.443      350,250.974     359,431.599      443,135.897       3,213.612
            (7,963.833)    (120,611.542)    (101,619.756)    (79,145.187)    (179,568.870)   (463,620.746)
        --------------     ------------     ------------    ------------     ------------    ------------
           182,876.009      322,394.901      248,631.218     280,286.412      263,567.027              --
        ==============     ============     ============    ============     ============    ============
</TABLE>

                                    F-I- 27
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                    F-I- 28



<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, 1998 and 1997, and the related statements
of operations, comprehensive income, stockholder's equity, and cash flows for
each of the three years in the period ended December 31, 1998. 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, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Lincoln, Nebraska
February 5, 1999

                                    F-II- 1
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                                 BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                    DECEMBER 31
                                                              -----------------------
                                                                 1998         1997
                                                              ----------   ----------
<S>                                                           <C>          <C>
                           ASSETS
Investments:
  Fixed maturity securities, available for sale (amortized
     cost $146,650 -- 1998 and $113,158 -- 1997)............  $  150,462   $  115,955
  Equity securities, available for sale (amortized cost
     $2,031 -- 1998 $4,061 -- 1997).........................       2,020        4,135
  Loans on insurance policies...............................      10,949        7,482
  Other invested assets.....................................      10,020        2,206
                                                              ----------   ----------
          Total investments.................................     173,451      129,778
Cash and cash equivalents...................................      12,011       13,711
Accrued investment income...................................       2,425        1,801
Reinsurance recoverable -- affiliates.......................         455          514
Prepaid reinsurance premium -- affiliates...................       2,380        2,298
Deferred policy acquisition costs...........................     121,236       98,746
Other.......................................................       1,695          199
Separate Accounts...........................................   1,709,448    1,265,348
                                                              ----------   ----------
                                                              $2,023,101   $1,512,395
                                                              ==========   ==========
            LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
  Policy and contract reserves..............................  $    1,681   $      941
  Policy and contract claims................................         625          925
  Accumulated contract values...............................     213,874      154,281
  Unearned policy charges...................................       1,814        1,498
  Unearned reinsurance ceded allowance......................       3,596        3,268
  Federal income taxes --
     Current................................................       2,941        1,466
     Deferred...............................................       8,348        9,326
  Other.....................................................       8,086       10,200
  Separate Accounts.........................................   1,709,448    1,265,348
                                                              ----------   ----------
          Total Liabilities.................................   1,950,413    1,447,253
                                                              ----------   ----------
Commitments and contingencies
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.........................................      27,434       20,180
  Accumulated other comprehensive income....................         884          592
                                                              ----------   ----------
          Total Stockholder's Equity........................      72,688       65,142
                                                              ----------   ----------
                                                              $2,023,101   $1,512,395
                                                              ==========   ==========
</TABLE>

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

                                    F-II- 2
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                            STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31
                                                                -----------------------------
                                                                 1998       1997       1996
                                                                -------    -------    -------
<S>                                                             <C>        <C>        <C>
INCOME:
Insurance revenues:
  Contract charges..........................................    $42,775    $33,717    $26,345
  Premium-reinsurance ceded.................................     (7,836)    (6,840)    (5,895)
  Reinsurance ceded allowance...............................      3,169      2,752      2,235
Investment revenues:
  Investment income, net....................................     14,052      8,277      3,603
  Realized gains, net.......................................         79        368         19
Other.......................................................      2,269        980        567
                                                                -------    -------    -------
                                                                 54,508     39,254     26,874
                                                                -------    -------    -------
BENEFITS AND EXPENSES:
Policy benefits:
  Death benefits............................................      2,200      1,356        716
  Interest credited.........................................     13,400      7,258      2,736
  Increase in policy and contract reserves..................        740        192        140
  Other.....................................................        222         92         52
Sales and operating expenses................................     15,980     11,641     10,041
Amortization of deferred policy acquisition costs...........     11,847      9,584      5,531
                                                                -------    -------    -------
                                                                 44,389     30,123     19,216
                                                                -------    -------    -------
INCOME BEFORE FEDERAL INCOME TAXES..........................     10,119      9,131      7,658
                                                                -------    -------    -------
Income taxes -- current.....................................      4,000      4,305      3,819
Income taxes -- deferred....................................     (1,135)      (844)      (811)
                                                                -------    -------    -------
       Total income taxes...................................      2,865      3,461      3,008
                                                                -------    -------    -------
NET INCOME..................................................    $ 7,254    $ 5,670    $ 4,650
                                                                =======    =======    =======
</TABLE>

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

                                    F-II- 3
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                       STATEMENTS OF COMPREHENSIVE INCOME
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31
                                                                --------------------------
                                                                 1998      1997      1996
                                                                 ----      ----      ----
<S>                                                             <C>       <C>       <C>
Net income..................................................    $7,254    $5,670    $4,650
Other comprehensive income, net of tax:
  Unrealized gains on securities:
     Unrealized holding gains arising during the period (net
      of deferred tax of $185, $378, and ($159) for 1998,
      1997 and 1996, respectively)..........................       343       702      (295)
     Reclassification adjustment for gains included in net
      income (net of deferred tax of $28, $129 and $7 for
      1998, 1997 and 1996, respectively)....................       (51)     (239)      (12)
                                                                ------    ------    ------
  Other comprehensive income (loss).........................       292       463      (307)
                                                                ------    ------    ------
Comprehensive income........................................    $7,546    $6,133    $4,343
                                                                ======    ======    ======
</TABLE>

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

                                    F-II- 4
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                       STATEMENTS OF STOCKHOLDER'S EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                         (IN THOUSANDS, EXCEPT SHARES)

<TABLE>
<CAPTION>
                                                                                            ACCUMULATED
                                               COMMON STOCK      ADDITIONAL                    OTHER
                                             ----------------     PAID-IN      RETAINED    COMPREHENSIVE
                                             SHARES    AMOUNT     CAPITAL      EARNINGS       INCOME         TOTAL
                                             ------    ------    ----------    --------    -------------     -----
<S>                                          <C>       <C>       <C>           <C>         <C>              <C>
BALANCE, January 1, 1996.................    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
  Net unrealized investment gain, net....        --       --            --          --              292          292
  Net income.............................        --       --            --       7,254               --        7,254
                                             ------    ------     --------     -------      -----------     --------
BALANCE, December 31, 1998...............    40,000    $4,000     $ 40,370     $27,434      $       884     $ 72,688
                                             ======    ======     ========     =======      ===========     ========
</TABLE>

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

                                    F-II- 5
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31
                                                                --------------------------------
                                                                  1998        1997        1996
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
OPERATING ACTIVITIES
Net Income..................................................    $  7,254    $  5,670    $  4,650
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Amortization of deferred policy acquisition costs.........      11,847       9,584       5,531
  Policy acquisition costs deferred.........................     (34,820)    (30,642)    (26,596)
  Interest credited to contract values......................      13,400       7,258       2,736
  Amortization of discounts or premiums.....................         (28)        (40)        (83)
  Net gains on other invested assets........................      (3,732)       (631)         --
  Net realized gains on investment transactions.............         (79)       (368)        (19)
  Deferred income taxes.....................................      (1,135)       (844)       (811)
  Change in assets and liabilities:
     Accrued investment income..............................        (624)       (705)       (306)
     Reinsurance recoverable-affiliates.....................          59        (505)         48
     Prepaid reinsurance premium-affiliates.................         (82)       (142)       (650)
     Other assets...........................................      (1,496)        284        (377)
     Policy and contract reserves...........................         740         192         140
     Policy and contract claims.............................        (300)        819         106
     Unearned policy charges................................         316         255         279
     Federal income tax payable-current.....................       1,475         591        (310)
     Unearned reinsurance ceded allowance...................         328         129         860
     Other liabilities......................................      (2,114)      2,172       3,762
                                                                --------    --------    --------
  Net cash from operating activities........................      (8,991)     (6,923)    (11,040)
                                                                --------    --------    --------
INVESTING ACTIVITIES
Purchase of fixed maturity securities available for sale....     (70,904)    (92,291)    (31,514)
Purchase of equity securities available for sale............          --      (4,311)         --
Purchase of other invested assets...........................      (7,760)     (1,611)         --
Proceeds from maturities or repayment of fixed maturity
  securities available for sale.............................      23,124      25,168       5,307
Proceeds from sales of fixed maturity securities available
  for sale..................................................      14,447      16,419       3,014
Proceeds from the sale of equity securities available for
  sale......................................................       1,979         252          --
Proceeds from the sale of other invested assets.............       3,678          35          --
Net change in loans on insurance policies...................      (3,467)     (3,173)     (1,670)
                                                                --------    --------    --------
  Net cash from investing activities........................     (38,903)    (59,512)    (24,863)
                                                                --------    --------    --------
FINANCING ACTIVITIES
Return of capital...........................................          --          --     (15,000)
Capital contribution........................................          --          --      25,670
Net change in accumulated contract values...................      46,194      69,462      30,257
                                                                --------    --------    --------
  Net cash from financing activities........................      46,194      69,462      40,927
                                                                --------    --------    --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............      (1,700)      3,027       5,024
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............      13,711      10,684       5,660
                                                                --------    --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................    $ 12,011    $ 13,711    $ 10,684
                                                                ========    ========    ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes..................................    $  2,525    $  3,714    $  4,129
</TABLE>

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

                                    F-II- 6
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                                 (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 operations
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 and realized gains on 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, 1998, 1997 and 1996.

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

                                    F-II- 7
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
   POLICIES -- (CONTINUED)
identifiable and distinguishable from other assets and liabilities of the
Company. Assets are reported at fair value.

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 in accumulated contract values 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 in accumulated contract values 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.


                                    F-II- 8
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

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

A  roll-forward  of the  amounts  reflected  in the  balance  sheets as deferred
acquisition costs is as follows:

<TABLE>
<CAPTION>
                                                                         DECEMBER 31
                                                                ------------------------------
                                                                  1998       1997       1996
                                                                --------    -------    -------
<S>                                                             <C>         <C>        <C>
Beginning balance...........................................    $ 98,746    $79,272    $57,664
Acquisition costs deferred..................................      34,820     30,642     26,596
Amortization of deferred policy acquisition costs...........     (11,847)    (9,584)    (5,531)
Adjustment for unrealized investment (gain)/loss............        (483)    (1,584)       543
                                                                --------    -------    -------
Ending balance..............................................    $121,236    $98,746    $79,272
                                                                ========    =======    =======
</TABLE>

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

FUTURE POLICY AND CONTRACT BENEFITS

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

INCOME TAXES

The provision for income taxes includes amounts currently payable and deferred
income taxes resulting from the cumulative differences in assets and liabilities
determined on a tax return and financial statement basis at the current enacted
tax rates.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, entitled "Accounting for Derivative
Instruments and Hedging Activities" (SFAS no. 133). The statement requires that
all derivatives (including certain derivatives embedded in contracts) be
recorded on the balance sheet and measured at fair value. SFAS no. 133 requires
that changes in the fair value of derivatives be recognized currently in
operations unless specific hedge accounting criteria are met. If such criteria
are met, the derivative's gain or loss will offset related results of the hedged
item in the statement of operations. A company must formally document, designate
and assess the effectiveness of transactions to apply hedge accounting
treatment.

SFAS No. 133 is effective for fiscal years beginning after June 15, 1999, with
earlier implementation permitted. The statement must be implemented as of the
beginning of a quarter and retroactive application to financial statements of
prior periods is prohibited. The Company has not determined the financial
statement impact of adopting this statement.

RECLASSIFICATIONS

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

                                    F-II- 9
<PAGE>
         AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

2. INVESTMENTS

Investment income summarized by type of investment was as follows:

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31
                                                                ---------------------------
                                                                 1998       1997      1996
                                                                 ----       ----      ----
<S>                                                             <C>        <C>       <C>
Fixed maturity securities available for sale................    $ 9,099    $6,622    $3,308
Equity Securities available for sale........................        179       156        --
Loans on insurance policies.................................        590       370       214
Cash equivalents............................................        659       642       618
Other invested assets.......................................      3,732       631        --
                                                                -------    ------    ------
  Gross investment income...................................     14,259     8,421     4,140
Investment expenses.........................................        207       144       537
                                                                -------    ------    ------
  Net investment income.....................................    $14,052    $8,277    $3,603
                                                                =======    ======    ======
</TABLE>

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

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31
                                                                   -------------------------
                                                                   1998      1997       1996
                                                                   ----      ----       ----
<S>                                                                <C>       <C>        <C>
Net gains on disposals of fixed maturity securities
  available for sale........................................       $131      $365       $19
Net gains (losses) on disposal of equity securities
  available for sale........................................        (52)        3        --
                                                                   ----      ----       ---
Net gains on disposal of securities available for sale......       $ 79      $368       $19
                                                                   ====      ====       ===
</TABLE>

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

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 1998
                                                                ---------------------------------
                                                                PROCEEDS       GAINS       LOSSES
                                                                --------       -----       ------
<S>                                                             <C>            <C>         <C>
Fixed maturity securities available for sale................    $22,282        $433         $302
Equity securities available for sale........................      1,979          --         $ 52
                                                                -------        ----         ----
  Total securities available for sale.......................    $24,261        $433         $354
                                                                =======        ====         ====
</TABLE>

<TABLE>
<CAPTION>
                                                                  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
                                                                =======        ====          ==
</TABLE>

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 1996
                                                                ---------------------------------
                                                                PROCEEDS       GAINS       LOSSES
                                                                --------       -----       ------
<S>                                                             <C>            <C>         <C>
Fixed maturity securities available for sale................     $3,014         $30          $--
                                                                 ======         ===          ==
</TABLE>

                                    F-II- 10
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

2. INVESTMENTS -- (CONTINUED)
The amortized cost and fair value of investments in securities by type of
investment were as follows:

<TABLE>
<CAPTION>
                                                                      DECEMBER 31, 1998
                                                      --------------------------------------------------
                                                                       GROSS UNREALIZED
                                                      AMORTIZED       -------------------         FAIR
                                                        COST          GAINS        LOSSES        VALUE
                                                      ---------       ------       ------       --------
<S>                                                   <C>             <C>          <C>          <C>
U. S. Corporate...................................    $ 98,658        $3,146        $159        $101,645
Mortgage-backed...................................      35,314           430          14          35,730
U.S. Treasury securities and obligations of U.S.
  government agencies.............................      12,678           409          --          13,087
                                                      --------        ------        ----        --------
  Total fixed maturity securities available for
     sale.........................................     146,650         3,985         173         150,462
                                                      --------        ------        ----        --------
Equity securities available for sale..............       2,031            --          11           2,020
                                                      --------        ------        ----        --------
  Total securities available for sale.............    $148,681        $3,985        $184        $152,482
                                                      ========        ======        ====        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                      DECEMBER 31, 1997
                                                     ---------------------------------------------------
                                                                       GROSS UNREALIZED
                                                     AMORTIZED       --------------------         FAIR
                                                       COST          GAINS         LOSSES        VALUE
                                                     ---------       ------        ------       --------
<S>                                                  <C>             <C>           <C>          <C>
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
                                                     ========        ======         ===         ========
</TABLE>

The amortized cost and fair value of fixed maturity securities available for
sale by contractual maturity at December 31, 1998 are shown below. Expected
maturities may differ from contractual maturities because borrowers may have the
right to call or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
                                                                AMORTIZED      FAIR
                                                                  COST        VALUE
                                                                ---------    --------
<S>                                                             <C>          <C>
Due in one year or less.....................................    $  3,933     $  3,964
Due after one year through five years.......................      39,120       40,029
Due after five years through ten years......................      54,266       56,034
Due after ten years.........................................      14,017       14,705
Mortgage-backed securities..................................      35,314       35,730
                                                                --------     --------
  Total.....................................................    $146,650     $150,462
                                                                ========     ========
</TABLE>

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.

                                    F-II- 11
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

2. INVESTMENTS -- (CONTINUED)
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:

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31, 1998
                                                                ---------------------------------
                                                                NOTIONAL                   FAIR
                                                                 AMOUNT        COST        VALUE
                                                                --------       ----        -----
<S>                                                             <C>           <C>         <C>
Options.....................................................    $18,655       $7,096      $10,020
                                                                =======       ======      =======
</TABLE>

<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31, 1997
                                                                 ---------------------------------
                                                                 NOTIONAL                    FAIR
                                                                  AMOUNT        COST        VALUE
                                                                 --------       ----        -----
<S>                                                              <C>           <C>          <C>
Options.....................................................      $1,340       $1,544       $2,206
                                                                  ======       ======       ======
</TABLE>

3. INCOME TAXES

The items that give rise to deferred tax assets and liabilities relate to the
following:

<TABLE>
<CAPTION>
                                                                 YEARS ENDED
                                                                 DECEMBER 31
                                                              -----------------
                                                               1998      1997
                                                               ----      ----
<S>                                                           <C>       <C>
Net unrealized investment gains on securities available for
  sale......................................................  $ 1,365   $ 1,080
Deferred policy acquisition costs...........................   36,031    29,271
Prepaid expenses............................................      833       804
                                                              -------   -------
Gross deferred tax liability................................   38,229    31,155
                                                              -------   -------
Future policy and contract benefits.........................   27,810    20,014
Deferred future revenues....................................    1,894     1,668
Other.......................................................      177       147
                                                              -------   -------
Gross deferred tax asset....................................   29,881    21,829
                                                              -------   -------
  Net deferred tax liability................................  $ 8,348   $ 9,326
                                                              =======   =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                              YEARS ENDED DECEMBER 31
                                                              ------------------------
                                                              1998      1997      1996
                                                              ----      ----      ----
<S>                                                           <C>       <C>       <C>
Federal statutory tax rate..................................  35.0%     35.0%     35.0%
Other.......................................................  (6.7)      2.9       4.3
                                                              ----      ----      ----
  Effective tax rate........................................  28.3%     37.9%     39.3%
                                                              ====      ====      ====
</TABLE>

The Company's federal income tax returns have been examined by the Internal
Revenue Service (IRS) through 1995. The Company is currently appealing certain
adjustments proposed by the IRS for tax years 1993 through 1995. Management
believes adequate provisions have been made for any additional taxes which may
become due with respect to the adjustments proposed by the IRS.

                                    F-II- 12
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

4. RELATED PARTY TRANSACTIONS

Affiliates provide technical, financial, legal, marketing and investment
advisory support to the Company under administrative service agreements. The
cost of these services to the Company for years ended December 31, 1998, 1997
and 1996 was $11,737, $12,082 and $10,922, respectively.

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 retention limit. These reinsurance contracts do not
relieve the Company of its obligations to its policyowners. The Company paid
$4,104, $3,810 and $3,301 of net reinsurance premiums to affiliates for the
years ended December 31, 1998, 1997 and 1996, respectively. The Company has
received reinsurance recoveries from affiliates of $3,310, $2,260 and $659 for
the years ended December 31, 1998, 1997 and 1996, respectively.

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

The Company's variable life and annuity products are distributed through
Ameritas Investment Corp., a wholly-owned subsidiary of AMAL Corporation. The
Company received $93 and $54 for the years ended December 31, 1997 and 1996,
respectively, from this affiliate to partially defray the costs of materials and
prospectuses. The Company received no recovery to defray these cost for the year
ended December 31, 1998. Policies placed by this affiliate generated commission
expense of $28,353, $23,232 and $20,373 for the years ended December 31, 1998,
1997 and 1996, 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 1, 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 multiple employer noncontributory defined benefit
plan that covers substantially all full-time employees of Ameritas Life
Insurance Corp. and its subsidiaries and AMAL Corporation and its 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 years ended December 31, 1998 and 1997 were $163 and $29,
respectively. The Company had no full time employees during 1996.

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 years ended December 31, 1998 and 1997 were $47 and $24, respectively. The
Company had no full time employees during 1996.

The Company is also included in the postretirement benefit plan providing group
medical coverage to retired employees of AMAL Corporation and its 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

                                    F-II- 13
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

5. BENEFIT PLANS -- (CONTINUED)
employees, interest cost, and gains and losses arising from differences between
actuarial assumptions and actual experience. Total Company contributions for the
years ended December 31, 1998 and 1997 were $12 and $5, respectively. The
Company had no full time employees during 1996.

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.

6. INSURANCE REGULATORY MATTERS

Net income (loss), as determined in accordance with statutory accounting
practices, was $321, $2,048 and $855 for 1998, 1997 and 1996, respectively. The
Company's statutory surplus was $44,589, $45,265 and $44,100 at December 31,
1998, 1997 and 1996, respectively. Effective January 1, 1996 the Company changed
reserving methods used for most existing products resulting in an increase in
statutory surplus of approximately $20,601. 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, 1998 and 1997. 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

                                    F-II- 14
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 -- (CONTINUED)
                                 (IN THOUSANDS)

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

          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.

Estimated fair values are as follows:

<TABLE>
<CAPTION>
                                                                          DECEMBER 31
                                                        ------------------------------------------------
                                                                 1998                      1997
                                                        ----------------------    ----------------------
                                                        CARRYING                  CARRYING
                                                         AMOUNT     FAIR VALUE     AMOUNT     FAIR VALUE
                                                        --------    ----------    --------    ----------
<S>                                                     <C>         <C>           <C>         <C>
Financial assets:
  Fixed maturity securities, available for sale.....    $150,462     $150,462     $115,955     $115,955
  Equity securities, available for sale.............       2,020        2,020        4,135        4,135
  Loans on insurance policies.......................      10,949       10,286        7,482        6,657
  Other invested assets.............................      10,020       10,020        2,206        2,206
  Cash and cash equivalents.........................      12,011       12,011       13,711       13,711
  Accrued investment income.........................       2,425        2,425        1,801        1,801
  Reinsurance recoverable -- affiliates.............         455          455          514          514
Financial liabilities:
  Accumulated contract values excluding amounts held
     under insurance contracts......................     199,585      199,585      144,109      144,109
</TABLE>

8. SEPARATE ACCOUNTS

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

Amounts in the Separate Accounts are:

<TABLE>
<CAPTION>
                                                                           DECEMBER 31
                                                                   ---------------------------
                                                                      1998             1997
                                                                   ----------       ----------
<S>                                                                <C>              <C>
Separate Account V..........................................       $  282,653       $  197,729
Separate Account VA-2.......................................        1,426,795        1,067,619
                                                                   ----------       ----------
                                                                   $1,709,448       $1,265,348
                                                                   ==========       ==========
</TABLE>

9. COMMITMENTS AND CONTINGENCIES

The Company has a $15,000 unsecured line of credit entered into in September,
1998. No balance was outstanding at any time during 1998.

                                    F-II- 15


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