AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2
485APOS, 1999-08-30
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             As filed with the Securities and Exchange Commission on


                                 August 30, 1999


                            Registration No. 33-98848

  =============================================================================

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

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  [ ]

                      Pre-Effective Amendment No. ____              [ ]


                       Post-Effective Amendment No. 8               [X]


           REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940  [ ]


                              Amendment No. 8                       [X]



                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                           (EXACT NAME OF REGISTRANT)
                              ---------------------

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

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


                                DONALD R. STADING

                          Secretary and General Counsel
                    Ameritas Variable Life Insurance Company
                                 5900 "O" Street
                             Lincoln, Nebraska 68510


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



      It is proposed that this filing will become effective:
      [ ] immediately upon filing pursuant to paragraph b
      |X| on November 1, 1999  pursuant to paragraph a of Rule 485
      [ ] on ____________ pursuant to paragraph b of Rule 485
      If appropriate, check the following box:

      [ ] this post-effective amendment designates a new effective
          date for a previously filed post-effective amendment.

Title of Securities Being Registered: Securities of Unit Investment Trust

Omit from the  facing  sheet  reference  to the  other  Act if the  Registration
Statement  or  amendment  is filed  under  only  one of the  Acts.  Include  the
"Approximate  Date of Proposed Public  Offering" and "Title of Securities  Being
Registered"  only where securities are being registered under the Securities Act
of 1933.



<PAGE>


                             OVERTURE ANNUITY III-P
                  CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-4
<TABLE>
<CAPTION>

PART A
FORM N-4       ITEM                            HEADING IN PROSPECTUS
- --------       -----                           ----------------------
<S>             <C>                               <C>
Item 1.        Cover Page......................Cover Page
Item 2.        Definitions.....................Definitions
Item 3.        Synopsis or Highlights..........Fee Table; Fund  Expense Summary; Example
Item 4.        Condensed Financial Information Condensed Financial Information; Performance Data
Item 5.        General Description of Registrant,
               Depositor, and Portfolio Companies
               a) Depositor....................Ameritas Variable Life Insurance Company
               b) Registrant...................The Separate Account
               c) Portfolio Company............The Funds
               d) Prospectus...................The Funds
               e) Voting.......................Voting Rights
               f) Administrator................N/A
Item 6.        Deductions and Expenses
               a) Deductions...................Fee Table; Charges and Deductions
               b) Sales load...................Fee Table; Withdrawal Charge
               c) Special purchase plans.......Administrative Charges
               d) Commissions..................Distribution of the Policies
               e) Portfolio company deductions and
                expenses.......................The Funds; Fee Table: Fund Expense Summary
               f) Registrant's expenses........ N/A
Item 7.        General Description of Variable
               Annuity Contracts
               a) Rights ...................... The Policy; Distributions Under the Policy; General
                                                Provisions; Voting Rights
               b)  Provisions  and  limitations.The  Policy;  Allocation  of
                                                Premium; Transfers
               c) Changes in contracts or
                   operations.................. Addition, Deletion, or Substitution of Investments;
                                                The Policy; Voting Rights
               d) Contractowners inquiries..... Ameritas Variable Life Insurance Company
Item 8.        Annuity Period
               a) Level of benefits............ Allocation  of Premium; Annuity Income Options
               b) Annuity commencement date.... Annuity Date
               c) Annuity payments............. Annuity Income Options
               d) Assumed investment return.... N/A
               e) Minimums..................... Annuity Income Options
               f) Rights to change options or
                  transfer investment base..... Annuity Income Options
Item 9.        Death Benefit
               a) Death benefit calculation    Death of Annuitant Prior to Annuity Date: Death of Owner;
                                               Annuity Income Options
               b) Forms of benefits............Death of Annuitant Prior to Annuity Date: Death of Owner;
                                               Annuity Income Options
Item 10.       Purchases and Contract Values
               a) Procedures for purchases.....Cover Page;  Policy Application and Premium Payment;
                                               Allocation of Premium
               b) Accumulation   unit   value..Accumulation   Value
               c) Calculation of accumulation
                  unit value...................Accumulation Value
               d) Principal underwriter........Distribution of the Policies


<PAGE>

Item 11.       Redemptions
               a) Redemption procedures........ Full and Partial Withdrawals
               b) Texas Optional Retirement
                   Program.....................N/A
               c) Delay........................Full and Partial Withdrawals; Deferment of Payment
               d) Lapse........................N/A
               e) Revocation rights............ Refund Privilege
Item 12.       Taxes
               a) Tax consequences.............Federal Tax Matters
               b) Qualified plans..............Federal Tax Matters
               c) Impact of taxes..............Taxes
Item 13.       Legal Proceedings ..............Legal Proceedings
Item 14.       Table of Contents for Statement of
               Additional Information..........Statement of Additional Information

PART B
FORM N-4       ITEM                            HEADING IN STATEMENT OF ADDITIONAL  INFORMATION
- -------        ----                            ------------------------------------------------
Item 15.       Cover page......................Cover page
Item 16.       Table of Contents...............Table of Contents
Item 17.       General Information and History
               a) Name change/Suspended Sales..N/A
               b) Attribution of Assets........N/A
               c) Control of Depositor.........General Information and History
Item 18.       Services
               a) Fees, expenses and costs.....N/A
               b) Management-related services..AVLIC
               c) Custodian and independent public
                   accountant..................Safekeeping of Separate Account Assets; Experts
               d) Other custodianship..........N/A
               e) Administrative servicing
                   agenT.......................N/A
               f) Depositor as  principal
                  underwriter..................N/A
Item 19.       Purchase of Securities Being Offered
               a) Manner of Offering...........N/A
               b) Sales load...................N/A
Item 20.       Underwriters
               a) Depositor or affiliate as  principal
                  underwriter..................Distribution of the Policy
               b)  Continuous  offering........Distribution  of the  Policy c)
               Underwriting   commissions......Distribution   of  the  Policy  d)
               Payments of underwriter.........N/A
Item 21.       Calculation of Performance Data.Calculation of Performance Data
Item 22.       Annuity Payments................N/A
Item 23.       Financial Statements
               a) Registrant...................Financial Statements
               b) Depositor....................Financial Statements

</TABLE>


<PAGE>


                    P R O F I L E   O F   T H E   O V E R T U R E
                            A N N U I T Y   I I I-P
                  V A R I A B L E    A N N U I T Y   C O N T R A C T


                                NOVEMBER 1, 1999


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

1.  THE ANNUITY CONTRACT

   The variable  annuity  Policy  offered by Ameritas  Variable  Life  Insurance
Company  (AVLIC) is a Policy  between  you, the Owner,  and AVLIC,  an insurance
company. The Policy provides a means for investing on a tax-deferred basis in 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  which are  listed in  Section  4. These
Subaccounts  are  designed  to offer a better  return  than the  Fixed  Account.
However, this is NOT guaranteed. You can also lose your money.

   The Fixed  Account  offers  an  interest  rate  guaranteed  by the  insurance
company, AVLIC. This interest rate is set 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, 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."  There are  restrictions on the Fixed
Account.

   The  Policy,  like  all  deferred  annuity  policies,  has  two  phases:  the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate  on a  tax-deferred  basis and are  taxed as  income  when you make a
withdrawal.  The income phase occurs when you begin receiving  regular  payments
from your Policy.
   The money you can accumulate during the accumulation phase will determine the
income payments during the income phase.

2.  ANNUITY PAYMENTS
   (THE INCOME PHASE)
   If you want to receive  regular income from your annuity,  you can choose one
of five options: (1) monthly 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
options are fixed only. Once you begin receiving  regular  payments,  you cannot
change your payment plan.

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

4.  INVESTMENT OPTIONS
   You can put your  money in any or all of these  Subaccounts  which  invest in
Portfolios described in the Fund prospectuses. Depending upon market conditions,
you can make or lose money in any of these Subaccounts.


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



                                        i

<PAGE>


5.  EXPENSES
   The Policy has  insurance  features and  investment  features,  and there are
costs related to each.
   AVLIC  currently  deducts a $36 Policy fee each year from your  Policy.  This
charge is guaranteed  to be no more than $40 per year.  AVLIC  currently  waives
this charge if the Accumulation Value of your Policy is at least $50,000.  AVLIC
also  deducts  insurance  charges of 1.40% of the  average  daily  value of your
Policy.  Investment  charges range from .28% to 1.95% 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.

   The following chart is to help you understand the charges in the Policy.  The
column  "Total Annual  Charges"  shows the total of the $36 Policy fee (which we
represent as .12% below,  based on an assumed average contract size of $30,000),
the 1.40% insurance charges and the investment  charge for each subaccount.  The
next two columns show you two examples of the charges, in dollars, you would pay
under a  Policy.  The  examples  show the  expenses  you  would  pay on a $1,000
investment in a Policy that earns 5% annually if you withdraw your money: (1) at
the end of year 1, and (2) at the end of year 10.  For year 1, the total  annual
charges are assessed as well as the withdrawal charges. For year 10, the example
shows the  aggregate of all the annual  charges  assessed for the 10 years,  but
there is no withdrawal charge.
<TABLE>
<CAPTION>

                                 POLICY EXPENSES

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

                                                                                     EXAMPLES:
                                                   TOTAL ANNUAL                    TOTAL ANNUAL
                                                     PORTFOLIO                       EXPENSES
                                    TOTAL ANNUAL      CHARGES        TOTAL          AT END OF:
                                      INSURANCE    (REFLECTS ANY    ANNUAL        (1)         (2)

SUBACCOUNT                             CHARGES    REIMBURSEMENT)    CHARGES     1 YEAR     10 YEARS
- ----------                             -------    --------------    -------     ------     --------
<S>                                       <C>            <C>          <C>         <C>         <C>
Ameritas Investment Corp.
  Ameritas Money Market                   1.52%          0.30%        1.82%       $78         $209
  Ameritas Index 500                      1.52%          0.28%        1.80%       $78         $206
  Ameritas Growth                         1.52%          0.79%        2.31%       $83         $260
  Ameritas Income & Growth                1.52%          0.70%        2.22%       $82         $250
  Ameritas Small Capitalization           1.52%          0.89%        2.41%       $84         $270
  Ameritas MidCap Growth                  1.52%          0.84%        2.36%       $84         $265
  Ameritas Emerging Growth                1.52%          0.85%        2.37%       $84         $266
  Ameritas Research                       1.52%          0.86%        2.38%       $84         $267
  Ameritas Growth With Income             1.52%          0.88%        2.40%       $84         $269

Managed by Fidelity
  Management & Research Company
  VIP Equity-Income                       1.52%          0.57%        2.09%       $81         $237
  VIP Growth                              1.52%          0.66%        2.18%       $82         $246
  VIP High Income                         1.52%          0.70%        2.22%       $82         $250
  VIP Overseas                            1.52%          0.89%        2.41%       $84         $270
  VIP II Asset Manager                    1.52%          0.63%        2.15%       $82         $243
  VIP II Investment Grade Bond            1.52%          0.57%        2.09%       $81         $237
  VIP II Asset Manager: Growth            1.52%          0.72%        2.24%       $82         $252
  VIP II Contrafund                       1.52%          0.66%        2.18%       $82         $246
Managed by Fred Alger Management, Inc.
Alger American:
  Balanced                                1.52%          0.92%        2.44%       $84         $273
  Leveraged AllCap                        1.52%          0.96%        2.48%       $85         $277
Managed by Massachusetts
  Financial Services Company
  Utilities                               1.52%          1.01%        2.53%       $85         $282
  Global Governments                      1.52%          1.00%        2.52%       $85         $281

  New Discovery                           1.52%          1.15%        2.67%       $87         $296

Managed by Morgan Stanley
  Dean Witter Investment Management Inc.
  Emerging Markets Equity                 1.52%          1.95%        3.47%       $95         $371
  Global Equity                           1.52%          1.15%        2.67%       $87         $296
  International Magnum                    1.52%          1.15%        2.67%       $87         $296
  Asian Equity                            1.52%          1.21%        2.73%       $87         $301
  U.S. Real Estate                        1.52%          1.10%        2.62%       $86         $291

For more detailed information, see the Fee Table in the prospectus.
</TABLE>

                                       ii

<PAGE>

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

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

8.  PERFORMANCE
     The value of the Policy will vary up or down  depending upon the investment
performance of the Subaccounts you choose. The Policy has been offered since May
1, 1996. The following chart shows  historical total returns for each Subaccount
for the periods shown as if the Policy had been in force since the Portfolio was
added to the Separate Account.  These numbers reflect the insurance charges, the
Policy fee, the  investment  charges and all other  expenses of the  Subaccount.
These  numbers do not reflect any  withdrawal  charges.  If  withdrawal  charges
applied,  it would reduce such performance.  This chart is based upon an average
contract size of $30,000. Past performance is not a guarantee of future results.

<TABLE>
<CAPTION>
                             HISTORICAL PERFORMANCE


SUBACCOUNT                      1998   1997   1996   1995    1994   1993    1992   1991   1990   1989
- ----------                      ----   ----   ----   ----    ----   ----    ----   ----   ----   ----
<S>                            <C>    <C>    <C>    <C>    <C>     <C>     <C>    <C>    <C>   <C>
Ameritas Investment Corp.
  Ameritas Money Market        3.89%  3.90%  3.83%  4.27%  2.71%   1.69%   2.31%  4.54%  6.46% 7.53%
  Ameritas Index 500          26.43% 30.75% 20.98%     --     --      --      --     --     --    --
  Ameritas Growth             45.91% 23.88% 11.64% 34.34% -0.10%  20.63%      --     --     --    --
  Ameritas Income & Growth    30.44% 34.28% 17.89% 33.13% -9.68%   8.68%      --     --     --    --
  Ameritas Small
   Capitalization             13.80%  9.72%  2.60% 42.17% -5.83%  11.57%      --     --     --    --
  Ameritas MidCap Growth      28.38% 13.29% 10.21% 42.30% -3.07%      --      --     --     --    --
  Ameritas Emerging Growth    32.19% 20.10% 15.24%     --     --      --      --     --     --    --
  Ameritas Research           21.56%     --     --     --     --      --      --     --     --    --
  Ameritas Growth With Income 20.51%     --     --     --     --      --      --     --     --    --
Managed by Fidelity Management
& Research Company
  VIP Money Market             3.89%  3.90%  3.83%  4.27%  2.71%   1.69%   2.31%  4.54%  6.46% 7.53%
  VIP Equity-Income            9.96% 26.22% 12.56% 33.10%  5.45%  16.52%  15.12% 29.47%-16.63%15.59%
  VIP Growth                  37.45% 21.65% 12.98% 33.36% -1.53%   7.58%   7.67% 43.36%-13.10%29.52%
  VIP High Income             -5.78% 15.92% 12.32% 18.88% -3.12%  18.60%  21.32% 33.07% -3.73%-5.63%
  VIP Overseas                11.07%  9.89% 11.52%  8.03%  0.19%  35.31% -12.10%  6.36% -3.17%23.89%
  VIP II Asset Manager        13.34% 18.86% 12.89% 15.21% -7.52%  19.41%  10.00% 20.67%  5.04%    --
  VIP II Investment Grade Bond 7.22%  7.43%  1.63% 15.57% -5.22%   9.25%   5.03%     --     --    --
  VIP II Asset  Manager:
   Growth                     15.82% 23.29% 19.00%     --     --      --      --     --     --    --
  VIP II Index 500            26.43% 30.75% 20.98%     --     --      --      --     --     --    --
  VIP II Contrafund           28.07% 22.31% 19.49%     --     --      --      --     --     --    --
Managed by Fred Alger
 Management, Inc.
Alger American:
  Growth                      45.91% 23.88% 11.64% 34.34% -0.10%  20.63%      --     --     --    --
  Income and Growth           30.44% 34.28% 17.89% 33.13% -9.68%   8.68%      --     --     --    --
  Small Capitalization        13.80%  9.72%  2.60% 42.17% -5.83%  11.57%      --     --     --    --
  Balanced                   153.09% 18.04%  8.51% 26.71% -5.73%      --      --     --     --    --
  MidCap Growth               28.38% 13.29% 10.21% 42.30% -3.07%      --      --     --     --    --
  Leveraged AllCap            55.54% 17.90% 10.37%     --     --      --      --     --     --    --
Managed by Massachusetts
 Financial
Services Company
  Emerging Growth             32.19% 20.10% 15.24%     --     --      --      --     --     --    --
  Utilities                   16.31% 29.77% 16.74%     --     --      --      --     --     --    --
  Global Governments           6.29% -2.62%  2.45%     --     --      --      --     --     --    --
  Research                    21.56%     --     --     --     --      --      --     --     --    --
  Growth With Income          20.51%     --     --     --     --      --      --     --     --    --
New Discovery                     --     --     --     --     --      --      --     --     --    --
Managed by Morgan Stanley Dean
Witter Investment Management Inc.
  Emerging Markets
    Equity                   -25.36%     --     --     --     --      --      --     --     --    --
  Global Equity               11.78%     --     --     --     --      --      --     --     --    --
  International Magnum         7.34%     --     --     --     --      --      --     --     --    --
  Asian Equity                -7.86%     --     --     --     --      --      --     --     --    --
  U.S. Real Estate           -12.22%     --     --     --     --      --      --     --     --    --
</TABLE>


                                       iii

<PAGE>


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

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

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

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

ADDITIONAL FEATURES.

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

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

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

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

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

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

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

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




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

                                       iv

<PAGE>

                                   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                                          Asset Manager
  Ameritas Index 500              Equity-Income                  Investment Grade Bond
  Ameritas Growth                 Growth                         Asset Manager: Growth
  Ameritas Income & Growth        High Income                    Contrafund
  Ameritas Small Capitalization   Overseas
  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.
Alger American Balanced            Utilities                ("MSDW 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-P
                                        1

<PAGE>


TABLE OF CONTENTS
                                                                            PAGE

DEFINITIONS.................................................................   3
FEE TABLE...................................................................   5
FUND EXPENSE SUMMARY........................................................   6
CONDENSED FINANCIAL INFORMATION.............................................  12
PERFORMANCE DATA............................................................  14
YEAR 2000...................................................................  14
AVLIC, THE SEPARATE ACCOUNT AND THE FUNDS...................................  14
  Ameritas Variable Life Insurance Company..................................  14
  The Separate Account......................................................  15
  The Funds.................................................................  16
  Addition, Deletion, or Substitution of Investments........................  17
THE FIXED ACCOUNT...........................................................  17
THE POLICY..................................................................  18
  Control of Policy.........................................................  18
  Policy Application and Premium Payment....................................  18
  Allocation of Premium.....................................................  18
  Accumulation Value........................................................  19
  Transfers.................................................................  19
  Systematic Programs.......................................................  20
DISTRIBUTIONS UNDER THE POLICY..............................................  20
  Full and Partial Withdrawals..............................................  20
  Critical Needs Withdrawals................................................  21
  Refund Privilege..........................................................  21
  Policy Loans..............................................................  21
CHARGES AND DEDUCTIONS......................................................  22
  Administrative Charges....................................................  22
  Mortality and Expense Risk Charge.........................................  22
  Contingent Deferred Sales Charge..........................................  23
  Taxes ....................................................................  23
  Fund Investment Advisory Fees and Expenses................................  24
ANNUITY PERIOD..............................................................  24
  Annuity Date..............................................................  24
  Annuity Income Options....................................................  24
FEDERAL TAX MATTERS.........................................................  25
  Introduction..............................................................  25
  Taxation of Annuities in General..........................................  25
GENERAL PROVISIONS..........................................................  27
  Annuitant's Beneficiary...................................................  27
  Change of Beneficiary.....................................................  27
  Death of Annuitant Prior to Annuity Date..................................  27
  Guaranteed Minimum Death Benefit (GMDB) Rider.............................  28
  Death of Owner............................................................  28
  Deferment of Payment......................................................  29
  Contestability............................................................  29
  Misstatement of Age or Sex................................................  29
  Reports and Records.......................................................  29
DISTRIBUTION OF THE POLICIES................................................  29
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS................................  30
THIRD PARTY SERVICES........................................................  30
VOTING RIGHTS...............................................................  30
LEGAL PROCEEDINGS...........................................................  30
STATEMENT OF ADDITIONAL INFORMATION.........................................  31

        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-P
                                        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, plus any interest  credited based on the
Money Market Portfolio value as of the Policy Date.


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


ANNUITANT'S BENEFICIARY - The person 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.

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.


                                  ANNUITY III-P
                                        3


<PAGE>



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.

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.

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

SEPARATE  ACCOUNT  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-P
                                        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 $40, currently $36, $30 in North Dakota,
        may be reduced or eliminated)........................................$36

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


                                  ANNUITY III-P
                                        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 FUNDS
VIP Equity-Income            .49%         .09%      .58%            .01%          .57%(2)
VIP Growth                   .59%         .09%      .68%            .02%          .66%(2)
VIP High Income              .58%         .12%      .70%            -             .70%
VIP Overseas                 .74%         .17%      .91%            .02%          .89%(2)
VIP II Asset Manager         .54%         .10%      .64%            .01%          .63%(2)
VIP II Investment Grade Bond .43%         .14%      .57%            -             .57%
VIP II Asset Manager: Growth .59%         .14%      .73%            .01%          .72%(2)
VIP II Contrafund            .59%         .11%      .70%            .04%          .66%(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  October  29,
     1999 ("Substitution Date"). 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.

(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


                                  ANNUITY III-P
                                        6


<PAGE>


      custodian whereby credits realized as a result of uninvested cash balances
      were used to reduce  custodian  expenses.  The  total  operating  expenses
      reflect these reductions.

(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)   For the fiscal  year ended  December  31,  1998  portfolio  expenses  were
      voluntarily reduced by the Fund's investment adviser. After reduction, the
      total expenses were as stated.





                                  ANNUITY III-P
                                        7
<PAGE>



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-P
                                        8


<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                $78         $116         $137         $209
Ameritas Index 500                   $78         $116         $136         $206
Ameritas Growth                      $83         $131         $162         $260
Ameritas Income & Growth             $82         $128         $157         $250
Ameritas Small Capitalization        $84         $134         $167         $270
Ameritas MidCap Growth               $84         $133         $164         $265
Ameritas Emerging Growth             $84         $133         $165         $266
Ameritas Research                    $84         $133         $165         $267
Ameritas Growth With Income          $84         $134         $166         $269

VIP Equity-Income                    $81         $124         $150         $237
VIP Growth                           $82         $127         $155         $246
VIP High Income                      $82         $128         $157         $250
VIP Overseas                         $84         $134         $167         $270
VIP II Asset Manager                 $82         $126         $153         $243
VIP II Investment Grade Bond         $81         $124         $150         $237
VIP II Asset Manager:  Growth        $82         $129         $158         $252
VIP II Contrafund                    $82         $127         $155         $246
Alger American Balanced              $84         $135         $168         $273
Alger American Leveraged AllCap      $85         $136         $170         $277
MFS Utilities                        $85         $138         $173         $282
MFS Global Governments               $85         $137         $172         $281

MFS New Discovery                    $87         $142         $180         $296

MSDW Emerging Markets Equity         $95         $166         $219         $371
MSDW Global Equity                   $87         $142         $180         $296
MSDW International Magnum            $87         $142         $180         $296
MSDW Asian Equity                    $87         $144         $183         $301
MSDW U.S. Real Estate                $86         $140         $177         $291


                                  ANNUITY III-P
                                        9


<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              $78        $  56           $  97       $209
Ameritas Index 500                 $78        $  56           $  96       $206
Ameritas Growth                    $83        $  71           $122        $260
Ameritas Income and Growth         $82        $  68           $117        $250
Ameritas Small Capitalization      $84        $  74           $127        $270
Ameritas MidCap Growth             $84        $  73           $124        $265
Ameritas Emerging Growth           $84        $  73           $125        $266
Ameritas Research                  $84        $  73           $125        $267
Ameritas Growth With Income        $84        $  74           $126        $269

VIP Equity-Income                  $81        $  64           $110        $237
VIP Growth                         $82        $  67           $115        $246
VIP High Income                    $82        $  68           $117        $250
VIP Overseas                       $84        $  74           $127        $270
VIP II Asset Manager               $82        $  66           $113        $243
VIP II Investment Grade Bond       $81        $  64           $110        $237
VIP II Asset Manager:  Growth      $82        $  69           $118        $252
VIP II Contrafund                  $82        $  67           $115        $246
Alger American Balance             $84        $  75           $128        $273
Alger American Leveraged AllCap    $85        $  76           $130        $277
MFS Utilities                      $85        $  78           $133        $282
MFS Global Governments             $85        $  77           $132        $281

MFS New Discovery                  $85        $  77           $132        $281

MSDW Emerging Markets Equity       $95        $ 106           $179        $371
MSDW Global Equity                 $87        $  82           $140        $296
MSDW International Magnum          $87        $  82           $140        $296
MSDW Asian Equity                  $87        $  84           $143        $301
MSDW U.S. Real Estate              $86        $  80           $137        $291

                                  ANNUITY III-P
                                        10


<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                 $18         $  56     $  97         $209
Ameritas Index 500                    $22         $  67     $115          $246
Ameritas Growth                       $23         $  71     $122          $260
Ameritas Income and Growth            $22         $  68     $117          $250
Ameritas Small Capitalization         $24         $  74     $127          $270
Ameritas MidCap Growth                $24         $  73     $124          $265
Ameritas Emerging Growth              $24         $  73     $125          $266
Ameritas Research                     $24         $  73     $125          $267
Ameritas Growth With Income           $24         $  74     $126          $269

VIP Equity-Income                     $21         $  64     $110          $237
VIP Growth                            $22         $  67     $115          $246
VIP High Income                       $22         $  68     $117          $250
VIP Overseas                          $24         $  74     $127          $270
VIP II Asset Manager                  $22         $  66     $113          $243
VIP II Investment Grade Bond          $21         $  64     $110          $237
VIP II Asset Manager: Growth          $22         $  69     $118          $252
VIP II Contrafund                     $22         $  67     $115          $246
Alger American Balance                $24         $  75     $128          $273
Alger American Leveraged AllCap       $25         $  76     $130          $277
MFS Utilities                         $25         $  78     $133          $282
MFS Global Governments                $25         $  77     $132          $281

MFS New Discovery                     $25         $  77     $132          $281

MSDW Emerging Markets Equity          $35         $106      $179          $371
MSDW Global Equity                    $27         $  82     $140          $296
MSDW International Magnum             $27         $  82     $140          $296
MSDW Asian Equity                     $27         $  84     $143          $301
MSDW U.S. Real Estate                 $26         $  80     $137          $291

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-P
                                       11


<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 as of May 3, 1996
(when contracts offered by this prospectus were first sold),  December 31, 1998,
1997 and 1996. The number of outstanding  Accumulation  Units in each Subaccount
as of December 31, 1998, 1997 and 1996 are also shown.
<TABLE>
<CAPTION>

                                   ACCUMULATION     ACCUMULATION       NUMBER OF
                                    UNIT VALUE       UNIT VALUE      ACCUMULATION
                                       AS OF            AS OF         UNITS AS OF
         FUND                       MAY 3, 1996      DECEMBER 31      DECEMBER 31       YEAR
         ----                       -----------      -----------      -----------       ----

<S>                                                     <C>          <C>                <C>
AMERITAS PORTFOLIOS

  Ameritas Money Market                                 1.110        24,591,229         1998

  Ameritas Index 500                                  146.284           408,438         1998

  Ameritas Growth                                      63.377           551,015         1998

  Ameritas Income & Growth                             37.024           535,380         1998

  Ameritas Small Capitalization                        50.905           395,921         1998

  Ameritas MidCap Growth                               31.413           590,446         1998

  Ameritas Emerging Growth                             21.046         1,652,222         1998

  Ameritas Research                                    19.036           512,797         1998

  Ameritas Growth With Income                          20.138           656,150         1998


FIDELITY FUNDS

  VIP Equity-Income                                    28.981         1,857,148         1998
                                                       26.327         1,335,963         1997
                                     19.14             20.839           551,719         1996

  VIP Growth                                           51.691           631,785         1998
                                                       37.575           466,990         1997
                                     29.37             30.857           226,024         1996

  VIP High Income                                      13.583         1,283,883         1998
                                                       14.397           794,776         1997
                                     11.49             12.407           299,530         1996

  VIP Overseas                                         22.836           476,692         1998
                                                       20.538           364,157         1997
                                     17.65             18.670           172,406         1996

  VIP II Asset Manager                                 22.650           956,683         1998
                                                       19.963           695,593         1997
                                     15.18             16.778           258,707         1996

  VIP II Investment Grade Bond                         14.004         1,129,151         1998
                                                       13.046           535,604         1997
                                     11.45             12.130           172,451         1996

</TABLE>

                                  ANNUITY III-P
                                       12


<PAGE>

<TABLE>
<CAPTION>


                                   ACCUMULATION     ACCUMULATION       NUMBER OF
                                    UNIT VALUE       UNIT VALUE      ACCUMULATION
                                       AS OF            AS OF         UNITS AS OF
             FUND                   MAY 3, 1996      DECEMBER 31      DECEMBER 31       YEAR
             ----                   -----------      -----------      -----------       ----
<S>                                   <C>               <C>             <C>             <C>
  VIP II Asset Manager: Growth                         19.475           500,213         1998
                                                       16.797           325,264         1997
                                        12.01          13.611            86,483         1996

  VIP II Contrafund                                    25.754         1,725,859         1998
                                                       20.091         1,224,466         1997
                                        14.54          16.411           519,665         1996
ALGER AMERICAN FUND

  Balanced                                             22.821           424,683         1998
                                                       17.595           213,057         1997
                                        14.19          14.891           82,766          1996

  Leveraged AllCap                                     35.553           275,362         1998
                                                       22.840           211,221         1997
                                        19.53          19.353           134,999         1996
MFS TRUST

  Utilities                                            22.328           941,103         1998
                                                       19.176           479,485         1997
                                        12.56          14.768           162,086         1996

  Global Governments                                   10.888           160,418         1998
                                                       10.233           120,701         1997
                                         9.96          10.495            45,205         1996


New Discovery                                             --               --           1998


MSDW UNIVERSAL FUNDS
  Emerging Markets Equity                               7.265           216,617         1998
                                                        9.718           190,098         1997
                                          --              --               --           1996

</TABLE>


                                  ANNUITY III-P
                                       13


<PAGE>

<TABLE>
<CAPTION>



                                   ACCUMULATION     ACCUMULATION       NUMBER OF
                                    UNIT VALUE       UNIT VALUE      ACCUMULATION
                                       AS OF            AS OF         UNITS AS OF
             FUND                   MAY 3, 1996      DECEMBER 31      DECEMBER 31       YEAR
             ----                   -----------      -----------      -----------       ----
<S>                                     <C>            <C>              <C>             <C>
  Global Equity                                        13.309           400,665         1998
                                                       11.894           178,203         1997
                                        --               --                --           1996

  International Magnum                                 11.429           258,907         1998
                                                       10.636           110,996         1997
                                        --               --                --           1996

  Asian Equity                                          5.160           136,011         1998
                                                        5.595            65,672         1997
                                        --               --                --           1996



  U.S. Real Estate                                     10.276           193,872         1998
                                                       11.690           122,379         1997
                                        --               --                --           1996
</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.

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.


                                  ANNUITY III-P
                                       14


<PAGE>



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.

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.

                                  ANNUITY III-P
                                       15


<PAGE>


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

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


                                  ANNUITY III-P
                                       16


<PAGE>

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 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


                                  ANNUITY III-P
                                       17


<PAGE>

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.

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.


                                  ANNUITY III-P
                                       18


<PAGE>


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 plus any interest
credited  based on the  Money  Market  Portfolio  value as of the  Policy  Date.
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 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.


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.

                                  ANNUITY III-P
                                       19


<PAGE>

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

Transfers may be subject to additional  limitations 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.)

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
withdrawal  or full  withdrawal  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


                                  ANNUITY III-P
                                       20


<PAGE>

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  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.

                                  ANNUITY III-P
                                       21


<PAGE>


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 $40.00  (currently  $36.00,
$30.00 in North  Dakota) is  deducted  from the  Accumulation  Value on the last
Valuation  Date of each  Policy  Year or  upon a full  withdrawal.  This  charge
reimburses  AVLIC for the  administrative  costs of  maintaining  the  Policy on
AVLIC's system.  AVLIC currently waives this charge if the Accumulation Value of
your Policy is at least $50,000.

From time to time AVLIC may reduce the amount of the annual  Policy  fee.  AVLIC
may do so when  annuities are sold to individuals or a group of individuals in a
manner that reduces the administrative costs of Policy maintenance.  AVLIC would
consider  such  factors  as:  (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.

ADMINISTRATIVE  FEE.  AVLIC imposes a charge to reimburse it for  administrative
expenses in connection  with issuing,  servicing,  and maintaining the Policies.
These  expenses  include  the cost of  processing  the  application  and Premium
Payments,   establishing   Policy   records,   processing  and  servicing  Owner
transactions and Policy changes,  recordkeeping,  preparing and mailing reports,
processing Death Benefit claims and overhead.  This charge is assessed daily and
is equal to an annual rate of .15% of the  average  daily net assets of Separate
Account VA-2. This charge is subtracted when determining the daily  Accumulation
Unit value. No administrative fee is imposed on the Fixed Account.

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

TRANSFER CHARGE. Transfer charges may be levied. (See 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,  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,  or, where available,  the
guaranteed minimum Death Benefit.

                                  ANNUITY III-P
                                       22


<PAGE>


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.)

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  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




                                  ANNUITY III-P
                                       23


<PAGE>


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.

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.
                                ANNUITY III-P
                                       24


<PAGE>


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.

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

                                  ANNUITY III-P
                                       25


<PAGE>



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
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



                                  ANNUITY III-P
                                       26


<PAGE>


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  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 Satisfactory  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



                                  ANNUITY III-P
                                       27

<PAGE>


Satisfactory  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  Satisfactory  Proof of Death  includes a  "Claimant's  Statement,"  which
specifies how the Annuitant's  Beneficiary wishes to receive the benefit (unless
the Owner previously selected an 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.

GUARANTEED MINIMUM DEATH BENEFIT (GMDB) RIDER
This rider provides for payment of the GMDB in lieu of the Death Benefit payable
prior to Annuity Date if the GMDB is greater than such Death  Benefit.  The GMDB
depends on the Annuitant's issue age, and when the company receives Satisfactory
Proof of Death.  The GMDB is  calculated  based upon the 7 year  period in which
Satisfactory Proof of Death is received. Each 7 year period begins with a 7 year
Policy anniversary,  i.e. the 7th, 14th, 21st, etc. Policy anniversary. The GMDB
applies only for Annuitants who are issue age 0-70.

If  satisfactory  proof of the  Annuitant's  death is received  prior to the 7th
Policy anniversary, or after the Policy anniversary nearest the annuitant's 85th
birthday, the GMDB is zero, and the Death Benefit payable will equal the greater
of the Accumulation Value, or total premiums paid less partial  withdrawals,  on
the date Satisfactory Proof of Death is received.

If satisfactory  proof of the Annuitant's  death is received on or after the 7th
Policy  anniversary  and before the Policy  anniversary  nearest the Annuitant's
75th  birthday,  the GMDB is  calculated  based upon the greater of (1) and (2),
where  (1)  is the  Accumulation  Value  as of the  most  recent  7 year  Policy
anniversary  and (2) is the GMDB  immediately  preceding  the most recent 7 year
Policy anniversary. The GMDB is increased by premiums paid since the most recent
7 year Policy anniversary,  decreased by any partial withdrawals and any partial
withdrawal  charges  since  the  most  recent  7 year  Policy  anniversary,  and
decreased by an additional adjustment for each partial withdrawal made since the
most recent 7 year Policy  anniversary.  However,  if satisfactory  proof of the
Annuitant's  death is  received on or after the Policy  anniversary  nearest the
Annuitant's  75th  birthday  and  before  the  Policy  anniversary  nearest  the
Annuitant's 85th birthday, the most recent 7 year Policy anniversary on or prior
to the Policy anniversary  nearest the Annuitant's 75th birthday will be used in
determining the GMDB.

For Annuitants issue age 68 to 70, the  Accumulation  Value as of the 7th Policy
anniversary will be used in calculating the GMDB prior to the Policy anniversary
nearest the Annuitant's  85th birthday.  For annuitants issue age 69 and 70, the
references to "75th birthday" in the preceding  paragraph  should be replaced by
"76th  birthday"  (when issue age is 69) and "77th  birthday" (when issue age is
70).

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

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.

                                  ANNUITY III-P
                                       28


<PAGE>



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.

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.

                                  ANNUITY III-P
                                       29

<PAGE>

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 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.

                                  ANNUITY III-P
                                       30


<PAGE>



STATEMENT OF ADDITIONAL INFORMATION

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


GENERAL INFORMATION AND HISTORY..............................................2
THE POLICY...................................................................2
GENERAL MATTERS..............................................................7
FEDERAL TAX MATTERS..........................................................8
DISTRIBUTION OF THE POLICY...................................................9
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS......................................10
AVLIC.......................................................................10
STATE REGULATION............................................................10
LEGAL MATTERS...............................................................10
EXPERTS.....................................................................10
OTHER INFORMATION...........................................................10
FINANCIAL STATEMENTS........................................................10


                                  ANNUITY III-P
                                       31


<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-12
           403(b) ERISA Plans
           403(b) Tax Sheltered Annuity (TSA) Plans-Withdrawal
               Restrictions


                                  AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO



<PAGE>



 AMERITAS VARIABLE 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-P (Form 4786), 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-P 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.

        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.


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

<PAGE>



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

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

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

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


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

                                     <PAGE>

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.

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" 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).

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

<PAGE>



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 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

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

<PAGE>


    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.

    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.

     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.

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

<PAGE>



     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  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

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

<PAGE>


     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").

     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.

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

<PAGE>



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 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 591/2; (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  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

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

<PAGE>

     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 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-P (Form
4786),  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-P (Form 4786)
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.

                                      QD-9
                               IRA/SEP/SIMPLE/ROTH
                              ANNUITY III-P; 8/99
<PAGE>

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

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

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

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

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 $40 and may be reduced or
eliminated.

DAILY  ADMINISTRATIVE  FEE:  A daily  charge  at an  annual  rate of .15% of the
accumulation  value.  This  charge  is  subtracted  when  determining  the daily
accumulation unit value.  This charge,  which is guaranteed not to be increased,
is designed to reimburse  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.

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.

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

<PAGE>
               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-11
                               IRA/SEP/SIMPLE/ROTH
                               ANNUITY III-P; 8/99

<PAGE>


                             EMPLOYEE BENEFIT PLAN
                             INFORMATION STATEMENT
                             401(A) PENSION/PROFIT SHARING PLANS
                             403(B) ERISA PLANS


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

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

COMMISSIONS, FEES AND CHARGES

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

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

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

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

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+
                                    PENSION
                                      QD-12

<PAGE>


In the case of a partial  withdrawal or annuitization,  the contingent  deferred
sales charge will be deducted from the amounts  remaining under the policy.  The
charge will be allocated  pro rata among the  Subaccounts  or the Fixed  Account
based on the accumulation value in each prior to the withdrawal or annuitization
unless an owner requests a partial  withdrawal or annuitization  from particular
Subaccounts  or the Fixed  Account,  in which case the charge will be  allocated
among  those  Subaccounts  or the  Fixed  Account  in  the  same  manner  as the
withdrawal.  In the case of a full withdrawal or  annuitization,  the contingent
deferred sales charge is deducted from the amount paid to the owner.  Contingent
deferred sales charges will not be imposed on certain withdrawals if the amounts
withdrawn are applied under 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 591/2,  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 591/2, 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.



                                     PENSION
                                      QD-13

<PAGE>


PART B                                                 REGISTRATION NO. 33-98848




                    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...............................................................6

 GENERAL MATTERS............................................................7
       The Policy...........................................................7
       Non-Participating....................................................7
       Assignment...........................................................7
       Annuity Data.........................................................7
       Ownership............................................................7
       Joint Annuitant......................................................8
       IRS Required Distribution............................................8
FEDERAL TAX MATTERS.........................................................8
       Taxation of AVLIC....................................................8
       Tax Status of the Policies...........................................8
       Qualified Policies...................................................8
DISTRIBUTION OF THE POLICY..................................................9
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS.....................................10
AVLIC......................................................................10
STATE REGULATION...........................................................10
LEGAL MATTERS..............................................................10
EXPERTS....................................................................10
OTHER INFORMATION..........................................................10
FINANCIAL STATEMENTS.......................................................10


                                  ANNUITY III-P
                                      SA1 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 policyowners, the ratings and
other information  assigned it by one or more independent  rating services.  The
purpose  of  the  ratings  are  to  reflect  the   financial   strength   and/or
claims-paying ability of AVLIC.

THE POLICY

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

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

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

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

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

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

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

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

(2)     a daily  charge of .003415%  (equivalent  to an annual rate of 1.25% of
        the average daily net assets) for mortality and expense risks; minus

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

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

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

CALCULATION OF PERFORMANCE DATA

As disclosed in the prospectus,  premium  payments will be allocated to 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


                                  ANNUITY III-P
                                      SA1 2

<PAGE>

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  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),  daily administrative fee at
an annual rate of .15% and the annual policy fee. The following  table shows the
average annual total return on a

                                  ANNUITY III-P
                                      SA1 3

<PAGE>

hypothetical  investment in the subaccounts  for the last year, five years,  and
ten years if applicable (or from the date that the subaccount  began  operations
if less),  for the period  ending  December  31,  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
 PORTFOLIO                     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     16.95%    22.95%       NA       NA        22.69%     23.57%
Ameritas Growth(2)                05-01-92     36.43%    42.44%     18.72%   19.12%      19.88%     19.98%
Ameritas Income and Growth(2)     05-01-92     20.96%    26.96%     16.39%   16.82%      14.87%     15.01%
Ameritas Small Capitalization(2)  05-01-92      4.32%    10.32%      7.72%    8.31%      11.00%     11.16%
Ameritas MidCap Growth(2)         05-01-93     18.91%    24.90%     13.80%   14.28%      19.33%     19.56%
Ameritas Emerging Growth(2)       08-01-95     22.71%    28.71%      NA       NA         21.41%     22.32%
Ameritas Research(2)              05-01-97     12.08%    18.08%      NA       NA         18.06%     21.25%
Ameritas Growth With Income(2)    05-01-97     11.03%    17.03%      NA       NA         20.26%     23.41%
Fidelity VIP
Equity-Income                     10-23-87      0.48%     6.48%     13.78%   14.25%      11.32%*    11.32%*
Growth                            10-23-87     27.97%    33.97%     16.53%   16.96%      15.44%*    15.44%*
High Income                       10-23-87    -15.26%    -9.26%      3.27%    3.96%       6.63%*     6.63%*
Overseas                          10-23-87      1.59%     7.59%      4.04%    4.72%       5.56%*     5.56%*
Fidelity VIP II
Asset Manager                     12-01-89      3.86%     9.86%      6.12%    6.74%       8.92%      8.92%
Inv. Grade Bond                   06-01-91     -2.26%     3.74%      0.84%    1.60%       3.65%      3.65%
Asset Manager: Growth             08-01-95      6.34%    12.34%      NA        NA        15.30%     16.32%
Index 500                         08-01-95     16.95%    22.95%      NA        NA        22.69%     23.57%
Contrafund                        08-01-95     18.59%    24.59%      NA        NA        17.77%     18.74%
Alger American Fund
Growth                            05-01-92     36.43%    42.44%     18.72%   19.12%      19.88%     19.98%
Income and Growth                 05-01-92     20.96%    26.96%     16.39%   16.82%      14.87%     15.01%
Small Capitalization              05-01-92      4.32%    10.32%      7.72%    8.31%      11.00%     11.16%
Balanced                          05-01-93     20.10%    26.10%     10.93%   11.45%      11.54%     11.86%
MidCap Growth                     05-01-93     18.91%    24.90%     13.80%   14.28%      19.33%     19.56%
Leveraged AllCap                  08-01-95     46.06%    52.06%      NA        NA        22.36%     23.25%
MFS Variable Ins.  Trust
Utilities                         08-01-95      6.83%    12.83%      NA        NA        19.11%     20.06%
Global Governments                08-01-95     -3.19%     2.81%      NA        NA        -2.34%     -0.82%
New Discovery                     11-01-99        NA       NA        NA        NA           NA         NA
Morgan Stanley Dean Witter
  Universal Funds, Inc.
Emerging Markets Equity           05-01-97    -34.84%   -28.84%      NA        NA       -27.50%    -23.13%
Global Equity                     05-01-97      2.30%     8.30%      NA        NA        10.70%     13.39%
International Magnum              05-01-97     -2.14%     3.86%      NA        NA         1.93%      4.84%
Asian Equity                      05-01-97    -17.34%   -11.34%      NA        NA       -39.40%    -34.50%
U.S. Real Estate                  05-01-97    -21.70%   -15.70%      NA        NA         -0.77%     2.80%

*  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.

(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.


                                  ANNUITY III-P
                                      SA1 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
in which that subaccount invests.  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            Life of Fund
                                       Surrender            Surrender              Surrender
   Portfolios               Inception  Contracts Continue   Contracts  Continue    Contracts  Continue
   ----------               ---------  --------- --------   ---------  ---------    --------  --------
<S>                            <C>        <C>        <C>        <C>         <C>       <C>       <C>
Ameritas Portfolios
Ameritas Index 500            10/29/99      NA       NA         NA        NA        NA      NA
Ameritas Growth               10/29/99      NA       NA         NA        NA        NA      NA
Ameritas Income and Growth    10/29/99      NA       NA         NA        NA        NA      NA
Ameritas Small Capitalization 10/29/99      NA       NA         NA        NA        NA      NA
Ameritas MidCap Growth        10/29/99      NA       NA         NA        NA        NA      NA
Ameritas Emerging Growth      10/29/99      NA       NA         NA        NA        NA      NA
Ameritas Research             10/29/99      NA       NA         NA        NA        NA      NA
Ameritas Growth With Income   10/29/99      NA       NA         NA        NA        NA      NA
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%
Research                       7/26/95    15.56%   21.56%       NA        NA      19.83%  20.76%
Growth With Income             10/9/95    14.51%   20.51%       NA        NA      23.17%  24.14%
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>


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), daily administration fee at an annual rate of
 .15%,  and the annual policy fee.  Since the contract is intended as a long-term
product, the table shows the cumulative total returns assuming that no money was
withdrawn from  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.


                                  ANNUITY III-P
                                      SA1 5

<PAGE>

<TABLE>
<CAPTION>



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

                                                                                  10 YEARS OR
      PORTFOLIOS                   INCEPTION        ONE YEAR        FIVE YEAR    LIFE OF FUND
      ----------                   ---------        --------        ---------    ------------

<S>                                  <C>               <C>             <C>            <C>
AMERITAS PORTFOLIOS
Ameritas Index 500                 10/29/99             NA             NA              NA
Ameritas Growth                    10/29/99             NA             NA              NA
Ameritas Income and Growth         10/29/99             NA             NA              NA
Ameritas Small Capitalization      10/29/99             NA             NA              NA
Ameritas MidCap Growth             10/29/99             NA             NA              NA
Ameritas Emerging Growth           10/29/99             NA             NA              NA
Ameritas Research                  10/29/99             NA             NA              NA
Ameritas Growth With Income        10/29/99             NA             NA              NA

FIDELITY VIP
Equity-Income                       10/9/86          10.08%          120.42%        271.07%*
Growth                              10/9/86          37.57%          149.35%        412.31%*
High Income                         9/19/85          -5.66%          42.10%         148.55%*
Overseas                            1/28/87          11.19%          48.15%         126.23%*
FIDELITY VIP II
Asset Manager                        9/6/89          13.46%          62.94%         173.96%
Inv. Grade Bond                     12/5/88           7.34%          28.99%          93.73%*
Asset Manager: Growth                1/3/95          15.94%            NA           107.04%

Contrafund                           1/3/95          28.19%            NA           158.54%
ALGER AMERICAN FUND

Balanced                             9/5/89          29.70%          99.34%         153.09%

Leveraged AllCap                    1/25/95          55.66%            NA           249.24%
MFS VARIABLE INS.  TRUST

Utilities                            1/3/95          16.43%            NA           133.53%
Global Governments                  6/14/94           6.41%            NA            20.08%


New Discovery                        5/1/98            NA              NA             NA

MORGAN STANLEY DEAN WITTER
    UNIVERSAL FUNDS, INC.
Emerging Markets Equity             10/1/96         -25.24%            NA           -27.93%
Global Equity                        1/2/97          11.90%            NA            32.48%
International Magnum                 1/2/97           7.46%            NA            13.73%
Asian Equity                         3/3/97          -7.74%            NA           -48.53%
U.S. Real Estate                     3/3/97         -12.10%            NA             2.53%


*  10 Year Figure
</TABLE>


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.


                                  ANNUITY III-P
                                      SA1 6

<PAGE>



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



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 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.

                                  ANNUITY III-P
                                      SA1 7

<PAGE>



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.


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

                                  ANNUITY III-P
                                      SA1 8

<PAGE>



        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.

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

                                  ANNUITY III-P
                                      SA1 9

<PAGE>



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
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-P
                                     SA1 10

<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
<PAGE>


PART C

OTHER INFORMATION

Item 24.   Financial Statements and Exhibits

    a)   Financial Statements:

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

    Ameritas Variable Life Insurance Company Separate Account VA-2:
    -  Report of Deloitte & Touche LLP, independent auditors.
    -  Statement of Net Assets as of December 31, 1998.
    -  Statements of Operations for the years ended December 31, 1998 and 1997.
    -  Statements of Changes in Net Assets for the years ended December 31,
       1998, and 1997.
    -  Notes to Financial Statements for the years ended December 31, 1998,
       and 1997.

    Ameritas Variable Life Insurance Company:
    -  Report of Deloitte & Touche LLP, independent auditors.
    -  Balance Sheets as of December 31, 1998 and 1997.
    -  Statements of Operations for the years ended  December 31, 1998, 1997 and
       1996.
    -  Statements of Comprehensive  Income for the years ended December 31,
       1998,  1997,  and 1996.
    -  Statements of  Stockholder's  Equity for the years ended December 31,
       1998,  1997, and 1996.
    -  Statements of Cash Flows for the years  ended  December  31,  1998, 1997,
       and  1996.
    -  Notes to  Financial Statements for the years ended December 31, 1998,
       1997, and 1996.

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

There are no financial statements included in Part A.




                                       -1-

<PAGE>

    b) Exhibits

    Exhibit
    Number        Description of Exhibit
   ----------     -----------------------
    (1)           Resolution of Board of Directors of Ameritas Variable Life
                  Insurance Company establishing Ameritas Variable Life
                  Insurance Company Separate Account VA-2.*
    (2)           Not applicable.
    (3)(a)        Principal Underwriting Agreement.*
    (3)(b)        Form of Selling Agreement.**
    (4)           Form of Variable Annuity Contract.*****
    (5)           Form of Application for Variable Annuity Contract.*****
    (6)(a)        Articles of Incorporation of Ameritas Variable Life Insurance
                  Company.***
    (6)(b)        Bylaws of Ameritas Variable Life Insurance Company.****

    (7)           Not applicable.
    (8)(a)        Participation Agreement (MFS).**
    (8)(b)        Participation Agreement (Fidelity).***
    (8)(c)        Participation Agreement (Alger American).***
    (8)(d)        Participation Agreement (Morgan Stanley).**
    (8)(e)        Form of Participation Agreement (Calvert Variable Series,
                  Inc. Ameritas Portfolios).******
    (9)           Opinion and consent of Donald R. Stading.
    (10)(a)       Independent Auditors' Consent
    (11)          No financial statements are omitted from Item 23.
    (12)          Not applicable
    (13)          Not applicable


*       Incorporated  by reference  to the initial  registration  statement  for
        Ameritas Variable Life Insurance Company Separate Account VA-2 (File No.
        333-36507), filed on September 26, 1997.
**      Incorporated by reference to initial registration statement for Ameritas
        Variable Life Insurance Company,  Separate Account V File No. 333-15585,
        filed on November 5, 1996.
***     Incorporated  by reference to  pre-effective  amendment to  registration
        statement for Ameritas Variable Life Insurance Company, Separate Account
        V File No. 333-15585, filed on January 17, 1997.
****    Incorporated  by  reference  to  Pre-Effective  Amendment  No.  1 to the
        registration  statement for Ameritas  Variable Life  Insurance  Company,
        Separate Account VA-2, File No. 333-36507, filed on February 20, 1998.
*****   Incorporated  by  reference  to  Post-Effective  Amendment  No. 5 to the
        registration  statement for Ameritas  Variable Life  Insurance  Company,
        Separate Account VA-2, File No. 33-98848, filed on February 27, 1998.

******  Incorporated  by  reference  to  Post-Effective  Amendment  No. 5 to the
        Registration  Statement  for Ameritas  Variable Life  Insurance  Company
        Separate Account V, File No. 333-15585, filed August 30, 1999.



                                      - 2 -

<PAGE>


Item 25.   Directors and Officers of the Depositor.

    Name and Principal      Position and Offices
    Business Address        with Depositor
    -------------------     ------------------------

    Lawrence J. Arth*       Director, Chairman of the Board,
                            and Chief Executive Officer

    William J. Atherton*    Director, President, and Chief Operating Officer

    Kenneth C. Louis*       Director and Executive Vice President

    Gary R. McPhail**       Director and Executive Vice President

    Thomas C. Godlasky**    Director, Senior Vice President, and
                            Chief Investment Officer

    JoAnn M. Martin*        Director, Controller


    Michael G. Fraizer**    Director

    Charles J. Cavanaugh*   Senior Vice President, National Sales Manager

    Brian J. Clark**        Vice President - Fixed Annuity Product Development

    Joseph K. Haggerty**    Assistant General Counsel


    William W. Lester*      Treasurer


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

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

    Donald R. Stading*      Secretary and General Counsel


    Cynthia J. Lavelle*     Vice President - Product, Operations and Technology

    Sheila Sandy**          Assistant Secretary

    Kevin Wagoner**         Assistant Treasurer

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

**   Principal  business address:  AmerUs  Life  Insurance  Company,  611 Fifth
     Avenue, Des Moines, Iowa 50309.


                                       -3-

<PAGE>

Item 26

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

The following chart indicates the persons  controlled by or under common control
with Ameritas Variable Life Insurance Company:

OMITTED CHART SHOWS  AMERITASACACIA  MUTUAL  HOLDING  COMPANY DETAIL OF AMERITAS
LIFE COMPONENT.

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

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

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

Item 27.   Number of Contractowners

       As of December 31, 1998, there were 14,224 contractowners.

Item 28.   Indemnification

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

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

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

   In a case of a derivative action, no indemnification shall be made in respect
of any claim,  issue or matter as to which such person shall have been  adjudged
to be liable for negligence or misconduct in the performance of his or

                                       -4-

<PAGE>

her duty to the  corporation,  unless a court in which the  action  was  brought
shall determine that such person is fairly and reasonably  entitled to indemnify
for such expenses which the Court shall deem proper.

   Insofar as indemnification  for liability arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


Item 29.   Principal Underwriters



   a)Ameritas Investment Corp. which will serve as the principal underwriter for
     the variable  annuity  contracts  issued  through  Ameritas  Variable  Life
     Insurance  Company  Separate  Account  VA-2,  also serves as the  principal
     underwriter for variable life insurance  contracts  issued through Ameritas
     Variable  Life  Insurance  Company  Separate  Account  V, and serves as the
     principal  underwriter for variable life insurance contracts issued through
     Ameritas Life Insurance Corp.  Separate  Account LLVL and variable  annuity
     contracts  issued through  Ameritas Life  Insurance  Corp Separate  Account
     LLVA. AIC is the underwriter for the Ameritas Portfolios and also serves as
     its investment adviser.


   b)The following table sets forth certain  information  regarding the officers
     and directors of the principal underwriter, Ameritas Investment Corp.

     Name and Principal          Positions and Offices
     Business Address            with Underwriter
   --------------------         ----------------------

     Lawrence J. Arth*           Director and Chairman of the Board


     Kenneth C. Louis*           Director, Senior Vice President


     Gary R. McPhail**           Director, Senior Vice President



     Donald R. Stading*          Secretary and General Counsel


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

     Michael G. Fraizer          Director

     Thomas C. Godlasky**        Director

     Billie B. Beavers***        Senior Vice President

     Thomas C. Bittner*          Vice President-Marketing and Administration

     Alan R. Eveland*            Vice President-Public Finance

     James R. Fox***             Senior Vice President


     William W. Lester*          Treasurer


     Michael P. Heaton***        Senior Vice President

                                    -5-

<PAGE>

     William J. Janssen             Vice President - Retail Sales Manager


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

     Bruce D. Lefler***             Vice President

     Robert W. Morrow*              Vice President

     John V. Scheer                 Vice President Sales Manager - AIC/Ameritas

     Michael E. Shoemaker           Vice President - Fixed Income Trading and
                                    Underwriting

     Michael VanHorne***            Senior Vice President

     Janell D. Winsor*              Vice President

*       Principal business address:  Ameritas Investment Corp., 5900 "O" Street,
        Lincoln, Nebraska 68510.
**      Principal  business address:  AmerUs Life Insurance  Company,  611 Fifth
        Avenue, Des Moines, Iowa 50309.
***     Principal  business  address:  Ameritas  Investment  Corp.,  440 Regency
        Parkway Drive, Suite 222, Omaha, Nebraska 68114.
<TABLE>
<CAPTION>

   c)
                                   Net Underwriting    Compensation
            Name of Principal       Discounts and          on            Brokerage
              Underwriter (1)       Commissions (2)    Redemption (3)   Commissions (4)  Compensation (5)
          ----------------------- ------------------  ---------------  ----------------  ------------
<S>                                 <C>                         <C>        <C>             <C>
          Ameritas Investment       $16,155,328                 $ 0        $26,502         $345,657
          Corp. ("AIC")
</TABLE>

     (2)+(4)+(5) = Gross variable annuity compensation received by AIC.
     (2) = Sales compensation received and paid out by AIC as underwriter,
           AIC retains 0.
     (4) = Sales compensation received by AIC for retail sales.
     (5) = Sales compensation received by AIC and retained as underwriting fee.


Item 30.   Location of Separate Account and Records

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

Item 31.   Management Services

   Not applicable.

Item 32.   Undertakings

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

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

                                      - 6 -

<PAGE>


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

   d)The  Registrant  is relying  upon the  Division  of  Investment  Management
     (Division)  no-action letter of November 28, 1988 concerning annuities sold
     in 403(b)  plans and  represents  that the  requirements  of the  no-action
     letter have been, are and/or will be complied with.

   e)Ameritas  Variable  Life  Insurance  Company  represents  that the fees and
     charges  deducted under the contract,  in the aggregate,  are reasonable in
     relation to the services  rendered,  the expenses  expected to be incurred,
     and the risks assumed by the insurance company.


                                      - 7 -

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Ameritas Variable Life Insurance  Company Separate Account VA-2,  certifies that
it meets all the requirements for effectiveness of this Post-Effective Amendment
No. 8 to the Registration Statement pursuant to Rule 485(a) under the Securities
Act of 1933 and has caused this  Amendment to the  Registration  Statement to be
signed on its behalf by the undersigned thereunto duly authorized in the City of
Lincoln,  County of  Lancaster,  State of  Nebraska  on this 26th day of August,
1999.


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

                           AMERITAS VARIABLE LIFE INSURANCE COMPANY, Depositor



Attest: /s/Donald R. Stading                By: /s/ Lawrence J. Arth
       ---------------------------             --------------------------
          Secretary                             Chairman of the Board

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



         SIGNATURE                 TITLE                            DATE
      --------------              --------                        ---------

/s/ Lawrence J. Arth         Director, Chairman of the Board    August 26, 1999
- ------------------------     and Chief Executive Officer
    Lawrence J. Arth


/s/ William J. Atherton      Director, President and            August 26, 1999
- -------------------------    Chief Operating Officer
    William J. Atherton


/s/ Kenneth C. Louis         Director, Executive Vice President  August 26, 1999
- -------------------------
    Kenneth C. Louis


/s/ Gary R. McPhail          Director, Executive Vice President  August 26, 1999
- -------------------------
    Gary R. McPhail


/s/ Thomas C. Godlasky       Director, Senior Vice President     August 26, 1999
- -------------------------    and Chief Investment Officer
    Thomas C. Godlasky


/s/ JoAnn M. Martin          Director, Controller                August 26, 1999
- -------------------------
    JoAnn M. Martin



<PAGE>



         SIGNATURE                 TITLE                            DATE
      --------------              --------                        ---------

/s/ Michael G. Fraizer
- -------------------------           Director                     August 26, 1999
    Michael G. Fraizer


/s/ William W. Lester
- -------------------------           Treasurer                    August 26, 1999
    William W. Lester


/s/ Donald R. Stading
- -------------------------      Secretary and General Counsel     August 26, 1999
    Donald R. Stading





<PAGE>



     As filed with the Securities and Exchange Commission on August 30, 1999
                                                     Registration No. 33-98848






                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


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


                                    EXHIBITS


                                       TO

                             REGISTRATION STATEMENT

                                       ON

                                    FORM N-4


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2





<PAGE>


                                  Exhibit Index


Exhibit
- ----------

      9       Opinion and Consent of Donald R. Stading

     10(a)    Consent of Deloitte & Touche LLP






                                    EXHIBIT 9

                    Opinion and Consent of Donald R. Stading




<PAGE>
                                   AMERITAS VARAIBLE LIFE INSURANCE COMPANY LOGO


August 30, 1999




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

Gentlemen:

With reference to Post-Effective  Amendment No. 8 to the Registration  Statement
on Form N-4,  filed by Ameritas  Variable  Life  Insurance  Company and Ameritas
Variable Life  Insurance  Company  Separate  Account VA-2 with the  Securities &
Exchange Commission covering flexible premium annuity policies,  I have examined
such documents and such laws as I considered  necessary and appropriate,  and on
the basis of such examination, it is my opinion that:

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

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

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

I  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  said
Post-Effective  Amendment No. 8 to the Registration Statement on Form N-4 and to
the use of my name under the caption "Legal Matters" in the Prospectus contained
in the Registration Statement.


Sincerely,


/s/ Donald R. Stading
Donald R. Stading
Secretary and General Counsel





                                    EXHIBIT  10(a)

                             Consent of Deloitte & Touche LLP

<PAGE>


INDEPENDENT AUDITORS' CONSENT


We consent to the use in this  Post-Effective  Amendment  No. 8 to  Registration
Statement No. 33- 98848 of Ameritas  Variable Life  Insurance  Company  Separate
Account VA-2 on Form N-4 of our reports dated February 5, 1999, on the financial
statements of Ameritas  Variable Life  Insurance  Company and Ameritas  Variable
Life  Insurance  Company  Separate  Account VA-2,  appearing in the Statement of
Additional Information,  which is a part of such Registration Statement,  and to
the reference to us under the heading  "Experts" in such Statement of Additional
Information.



/s/ Deloitte & Touche LLP

Lincoln, Nebraska
August 27, 1999



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