AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2
485APOS, 1999-08-30
Previous: AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2, 485APOS, 1999-08-30
Next: AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2, 485APOS, 1999-08-30



             As filed with the Securities and Exchange Commission on


                                 August 30, 1999


                           Registration No. 333-46675

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

                       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. 3               [X]


           REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940  [ ]


                              Amendment No. 3                      [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>

<TABLE>
<CAPTION>

                                OVERTURE ACCENT!
                  CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-4

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 agenN/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>
                                   AMERITAS VARAIBLE LIFE INSURANCE COMPANY LOGO


             P R O F I L E   O F   T H E    O V E R T U R E   A C C E N T !
                 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 below.  These Subaccounts
are designed to offer a better return than the Fixed Account,  however,  this is
NOT guaranteed. You can also lose your money.

    The Fixed  Account  offers an  interest  rate  guaranteed  by the  insurance
company, AVLIC. This interest rate is set as declared effective for the month of
issue,  and is  guaranteed  for the  remainder of the Policy Year. In subsequent
Policy Years, amounts in the Fixed Account earn interest at the rate declared in
the  month of the last  Policy  anniversary.  While  your  money is in the Fixed
Account, your principal and all interest earned is guaranteed by AVLIC.

You can put money into any or all of the Subaccounts and the Fixed Account.  You
can transfer between Subaccounts up to 15 times a year without charge.  After 15
transfers,  the charge is $10 for each additional transfer. If you have money in
the Calvert Variable Series, Inc. Ameritas Portfolios ("Ameritas Portfolios") as
a result of the substitution  which occurred at the close of business on October
29, 1999, 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 payments of interest only; (2) monthly payments for
a fixed amount until depleted;  (3) monthly  payments for a certain period up to
20 years (as you select);  (4) monthly  payments for your life (assuming you are
the annuitant) that may include a guaranteed  period;  and (5) monthly  payments
for your life and for the life of another  person  (usually  your  spouse).  The
annuity options are fixed only. Once you begin receiving regular  payments,  you
cannot change your payment plan.

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

4.  INVESTMENT OPTIONS
    Besides  the Fixed  Account,  you can put your  money in any or all of these
Subaccounts  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 AMERITAS           MANAGED BY
INVESTMENT CORP.              FIDELITY MANAGEMENT
- ------------------            & RESEARCH COMPANY
Ameritas Money Market         -----------------------
Ameritas Index 500
Ameritas Growth               VIP(1) Equity-Income: Service Class
Ameritas Income & Growth      VIP Growth: Service Class
Ameritas Small Capitalion     VIP High Income: Service Class
Ameritas MidCap Growth        VIP Overseas: Service Class
Ameritas Emerging Growth      VIP II(2) Asset Manager: Service Class
Ameritas Research             VIP II Investment Grade Bond
Ameritas Growth With In       VIP II Asset Manager: Growth: Service Class

                              VIP II Contrafund: Service Class
                              (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
New Discovery
Leveraged AllCap



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  does not deduct a policy  fee each year from your  Policy
(guaranteed to be no more than $40 per year). AVLIC deducts insurance charges of
an annualized .95% of the daily value of your Policy.  Investment  charges range
from .28% to 1.95% of the average daily value of the Subaccounts  depending upon
the Subaccounts.
     If you take your  money  out,  AVLIC may assess a charge of up to 8% 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 .95% insurance  charges
and the  investment  charge for each  Subaccount.  The next two columns show you
examples of the charges,  in dollars,  you would pay on a $1,000 investment in a
Policy that earns 5% annually if you withdraw your money: (1) at the end of year
1, and (2) at the end of year  10.  For year 1, the  Total  Annual  Charges  are
assessed  as well as the  Contingent  Deferred  Sales  Charge.  For year 10, the
example shows the aggregate of all the annual charges  assessed for the first 10
years, but there is no withdrawal charge.

                                 POLICY EXPENSES

The premium tax is assumed to be 0% in both examples.
<TABLE>
<CAPTION>

                                                    TOTAL ANNUAL
                                                      PORTFOLIO                    EXAMPLES:
                                       TOTAL ANNUAL    CHARGES        TOTAL      TOTAL ANNUAL
                                         INSURANCE  (REFLECTS ANY    ANNUAL   EXPENSES AT END OF
                                          CHARGES  REIMBURSEMENT)    CHARGES   1 YEAR   10 YEARS
                                          -------  --------------   --------  --------- ---------

<S>                                        <C>          <C>          <C>       <C>        <C>
SUBACCOUNT MANAGED BY
Ameritas Investment Corp.
  Ameritas Money Market                    .95%         0.30%        1.25%     $ 93       $148
  Ameritas Index 500                       .95%         0.28%        1.23%     $ 92       $146
  Ameritas Growth                          .95%         0.79%        1.74%     $ 97       $202
  Ameritas Income & Growth                 .95%         0.70%        1.65%     $ 97       $192
  Ameritas Small Capitalization            .95%         0.89%        1.84%     $ 98       $212
  Ameritas MidCap Growth                   .95%         0.84%        1.79%     $ 98       $207
  Ameritas Emerging Growth                 .95%         0.85%        1.80%     $ 98       $208
  Ameritas Research                        .95%         0.86%        1.81%     $ 98       $209
  Ameritas Growth With Income              .95%         0.88%        1.83%     $ 98       $211

Fidelity Management & Research Company


 VIP Equity-Income: Service Class          .95%         0.67%        1.62%     $ 96       $189
 VIP Growth: Service Class                 .95%         0.75%        1.70%     $ 97       $198
 VIP High Income: Service Class            .95%         0.82%        1.77%     $ 98       $205
 VIP Overseas: Service Class               .95%         0.97%        1.92%     $ 99       $221
 VIP II Asset Manager: Service Class       .95%         0.77%        1.72%     $ 97       $200
 VIP II Investment Grade Bond              .95%         0.57%        1.52%     $ 95       $178
 VIP II Asset Manager: Growth:
    Service Class                          .95%         0.88%        1.83%     $ 98       $211
 VIP II Contrafund: Service Class          .95%         0.75%        1.70%     $ 97       $198

Fred Alger Management, Inc. Alger American:

 Balanced                                  .95%         0.92%        1.87%     $ 99       $216
 Leveraged AllCap                          .95%         0.96%        1.91%     $ 99       $220

Massachusetts Financial Services Company

 Utilities                                 .95%         1.01%        1.96%     $100       $225
 Global Governments                        .95%         1.00%        1.95%     $100       $224
 New Discovery                             .95%         1.15%        2.10%     $101       $240
Morgan Stanley Dean Witter Investment

 Management Inc.
 Emerging Markets Equity                   .95%         1.95%        2.90%     $109       $319
 Global Equity                             .95%         1.15%        2.10%     $101       $240
 International Magnum                      .95%         1.15%        2.10%     $101       $240
 Asian Equity                              .95%         1.21%        2.16%     $102       $246
 U.S. Real Estate                          .95%         1.10%        2.05%     $101       $234

 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.  There is no
withdrawal  charge. Of course,  you may have to pay income tax and a tax penalty
on any money you take out

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

                             HISTORICAL PERFORMANCE


SUBACCOUNT MANAGED BY:           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           4.49%   4.36%  4.40%  4.82%  3.29%   2.27%   2.90% 5.13%  7.07% 8.15%
  Ameritas Index 500             27.10%  31.44% 21.65%     --     --      --      --    --     --    --
  Ameritas Growth                46.68%  24.56% 12.27% 35.08%  0.49%  21.31%      --    --     --    --
  Ameritas Income & Growth       31.14%  35.00% 18.54% 33.86% -9.15%   9.30%      --    --     --    --
  Ameritas Small Capitalization  14.44%  10.34%  3.19% 42.95% -5.28%  12.21%      --    --     --    --
  Ameritas MidCap Growth         29.07%  13.92% 10.83% 43.09% -2.47%      --      --    --     --    --
  Ameritas Emerging Growth       32.90%  20.75% 15.91%     --     --      --      --    --     --    --
  Ameritas Research              22.22%      --     --     --     --      --      --    --     --    --
  Ameritas Growth With Income    21.17%      --     --     --     --      --      --    --     --    --
 Fidelity Management & Research Company
  VIP Equity-Income:
    Service Class                10.48%  26.84% 13.19% 33.82%  6.05%  17.18%  15.78% 30.17%-16.09%16.24%
  VIP Growth:  Service  Class    38.04%  22.28% 13.61% 34.09% -0.96%  18.24%   8.28% 44.14%-12.57%30.28%
  VIP High Income: Service Class -5.34%  16.47% 11.92% 19.58% -2.66%  19.26%  22.00% 33.80% -3.18%-5.09%
  VIP Overseas: Service Class    11.56%  10.38% 11.56%  9.00%  0.32%  36.05% -11.57%  6.98% -2.60%25.09%
  VIP II  Asset Manager:
    Service Class                13.70%  19.38% 13.51% 15.85% -6.98%  20.09%  10.65% 21.40%  5.71%   --
  VIP II Investment  Grade Bond   7.80%   8.03%  2.20% 16.22% -4.66%   9.89%   5.64%   --      --    --
  VIP II Asset Manager:
     Growth: Service Class       15.97%  23.81% 18.89%    --     --      --      --    --      --    --
  VIP  II  Contrafund:
     Service Class               28.66%  22.91% 20.07%    --     --      --      --    --      --    --

Fred Alger Management, Inc.

  Balanced                      30.27%   18.68%  9.12% 27.41% -5.17%      --     --     --     --    --

  Leveraged AllCap              56.34%   18.55% 11.00%     --     --      --     --     --     --    --

Massachusetts Financial Services Company

  Utilities                     16.96%   30.46% 17.38%     --     --      --     --     --     --    --
  Global Governments             6.88%   -2.06%  3.04%     --     --      --     --     --     --    --


  New Discovery                     --       --     --     --     --      --     --     --     --    --

Morgan Stanley Dean
Witter Investment Management Inc.
  Emerging Markets Equity      -24.93%       --     --     --     --      --     --     --     --    --
  Global Equity                 12.40%       --     --     --     --      --     --     --     --    --
  International Magnum           7.56%       --     --     --     --      --     --     --     --    --
  Asian Equity                  -7.94%       --     --     --     --      --     --     --     --    --
  U.S. Real Estate             -12.89%       --     --     --     --      --     --     --     --    --

</TABLE>

                                       iii

<PAGE>


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

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

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

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

ADDITIONAL OPTIONAL FEATURES.

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

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

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

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

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

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

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

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

                                       iv

<PAGE>
                                   AMERITAS VARAIBLE LIFE INSURANCE COMPANY LOGO

PROSPECTUS

OVERTURE ACCENT!                                 5900 "O" STREET, P.O. BOX 82550
FLEXIBLE PREMIUM VARIABLE ANNUITY                              LINCOLN, NE 68501

This Prospectus  describes a flexible  premium  variable annuity policy contract
("Policy")  offered by Ameritas Variable Life Insurance Company  ("AVLIC").  The
Policy provides a vehicle for individuals to invest on a tax-deferred  basis for
retirement savings or other long-term purposes.

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

You may direct that premiums  accumulate  on a variable  basis in one or more of
the 26 Subaccounts  of the Ameritas  Variable Life  Insurance  Company  Separate
Account VA-2 ("Separate Account 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:


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: Service Class
  Ameritas Index 500              Equity-Income: Service Class   Investment Grade Bond
  Ameritas Growth                 Growth: Service Class          Asset Manager: Growth: Service Class
  Ameritas Income & Growth        High Income: Service Class
  Ameritas Small Capitalization   Overseas: Service Class        Contrafund: Service Class
  Ameritas MidCap Growth
  Ameritas Emerging Growth        *  VIP and VIP II are collectively referred to as "Fidelity Funds"
  Ameritas Research
  Ameritas Growth With Income


THE ALGER AMERICAN FUND            MFS VARIABLE INSURANCE  MORGAN STANLEY DEAN WITTER
("ALGER AMERICAN FUND")            TRUST ("MFS TRUST")     UNIVERSAL FUNDS, INC. ("MSDW
                                                           UNIVERSAL FUNDS" OR "MSDW")

                                   Utilities                Emerging Markets Equity
                                   Global Governments       Global Equity
  Alger American Balanced                                   International Magnum
                                                             Asian Equity
  Alger American Leveraged AllCap   New Discovery            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 is it 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


                                     ACCENT!
                                        1


<PAGE>



TABLE OF CONTENTS

                                                                            PAGE

DEFINITIONS...................................................................3
FEE TABLE.................................................................... 5
FUND EXPENSE SUMMARY..........................................................6
CONDENSED FINANCIAL INFORMATION..............................................12
PERFORMANCE DATA.............................................................12
YEAR 2000  ..................................................................13
AVLIC, THE SEPARATE ACCOUNT AND THE FUNDS....................................13

    Ameritas Variable Life Insurance Company.................................13
    The Separate Account.....................................................14
    The Funds................................................................14
    Addition, Deletion or Substitution of Investments........................16
THE FIXED ACCOUNT............................................................16
POLICY FEATURES..............................................................16
    Control of the Policy....................................................16
    Policy Purchase and Premium Payment......................................17
    Allocation of Premium....................................................17
    Accumulation Value.......................................................17
    Transfers Among the Portfolios and the Fixed Account.....................18
    Systematic Programs......................................................18
    Withdrawals and Surrenders...............................................19
    Free Look Privilege......................................................19
CHARGES AND DEDUCTIONS.......................................................19
    Administrative Charges...................................................20
    Mortality and Expense Risk Charge........................................20
    Contingent Deferred Sales Charge.........................................20
    Tax Charges..............................................................21
    Fund Investment Advisory Fees and Expenses...............................21
ANNUITY PERIOD...............................................................22
    Annuity Date.............................................................22
    Annuity Income Options...................................................22
FEDERAL TAX MATTERS..........................................................23
    Introduction.............................................................23
    Taxation of Annuities in General.........................................23
GENERAL PROVISIONS...........................................................25
    Annuitant's Beneficiary..................................................25
    Death of Annuitant.......................................................25
    Guaranteed Minimum Death Benefit (GMDB) Rider............................25
    Death of Owner...........................................................26
    Deferment of Payment.....................................................26
    Contestability...........................................................26
    Misstatement of Age or Sex...............................................26
    Reports and Records......................................................27
DISTRIBUTION OF THE POLICIES.................................................27
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS.................................27
THIRD PARTY SERVICES.........................................................27
VOTING RIGHTS................................................................28
LEGAL PROCEEDINGS............................................................28
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.....................28


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

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



                                     ACCENT!
                                        2


<PAGE>


DEFINITIONS

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

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

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

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

ANNUITANT'S BENEFICIARY - The person who will receive any benefits paid upon the
Annuitant's death.

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  paid to the  Annuitant  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 Contingent  Deferred Sales Charge, any
applicable premium taxes and, in the case of a full withdrawal,  less the annual
policy fee.

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

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

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

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


FUNDS - Ameritas  Portfolios,  Fidelity Funds,  Alger American Funds, 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.

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

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

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

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

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


                                     ACCENT!
                                        3


<PAGE>


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

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


PORTFOLIO  - One of the  separate  investment  Portfolios  of the Funds in which
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:  Service  Class,
Growth: Service Class, High Income: Service Class, and Overseas:  Service Class.
VIP II offers the following Portfolios: Asset Manager: Service Class, Investment
Grade Bond, Asset Manager: Growth: Service Class, and Contrafund: Service Class.
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-Ameritas Variable Life Insurance Company Separate Account VA-2,
an account  established  by AVLIC to receive and invest  premiums paid under the
Policy. Assets in the Separate Account are segregated from the general assets of
AVLIC.

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

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

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


                                     ACCENT!
                                        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.

OWNER TRANSACTION EXPENSES

Sales Load Imposed......................................................... None
Contingent Deferred Sales Charge-on premiums paid only (Maximum)...........   8%

        YEAR                 %                     YEAR                 %

        1                    8                       6                  6
        2                    8                       7                  5
        3                    8                       8                  4
        4                    7                       9                  2
        5                    7                     10                   0






Transfer Fee (after 15 free transfers per Policy year).....................  $10
ANNUAL POLICY FEE (maximum of $40).........................................   $0

SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)
        Mortality and Expense Risk Fees (M&E)..............................0.80%
        Daily Administrative Fee (as a percentage of average
           account value)..................................................0.15%
        Total Separate Account Annual Expenses.............................0.95%



                                     ACCENT!
                                        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>


                            INVESTMENT                                     WAIVERS         TOTAL
                             ADVISORY      12B-1      OTHER                 AND/OR      (REFLECTING
PORTFOLIO                 & MANAGEMENT    EXPENSE   EXPENSES    TOTAL   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:
  Service Class                .49%      .10%       .09%         .68%        .01%         .67%(2)
VIP Growth: Service Class      .59%      .10%       .11%         .80%        .05%         .75%(2)
VIP High Income: Service Class  58%      .10%       .14%         .82%           -         .82%
VIP Overseas: Service Class    .74%      .10%       .17%        1.01%        .04%         .97%(2)
VIP II Asset Manager:
  Service Class                 54%      .10%       .14%         .78%        .01%         .77%(2)
VIP II Investment Grade Bond   .43%         -       .14%         .57%           -         .57%
VIP II Asset Manager: Growth:
  Service Class                .59%      .10%       .20%         .89%        .01%         .88%(2)
VIP II Contrafund:
  Service Class                .59%      .10%       .11%         .80%        .05%         .75%(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 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.


                                     ACCENT!
                                        6


<PAGE>



(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.



                                             ACCENT!
                                              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.

                                     ACCENT!
                                        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 a 5% annual return on assets. The example reflects expenses
of Separate  Account VA-2 and the Portfolio,  but does not reflect premium taxes
which may apply.
<TABLE>
<CAPTION>

                                           1 YEAR       3 YEARS       5 YEARS     10 YEARS
                                           ------       -------       -------     --------

<S>                                          <C>           <C>           <C>          <C>
Ameritas Money Market                        $ 93          $119          $137         $148
Ameritas Index 500                           $ 92          $118          $136         $146
Ameritas Growth                              $ 97          $134          $163         $202
Ameritas Income & Growth                     $ 97          $131          $158         $192
Ameritas Small Capitalization                $ 98          $137          $168         $212
Ameritas MidCap Growth                       $ 98          $135          $165         $207
Ameritas Emerging Growth                     $ 98          $136          $166         $208
Ameritas Research                            $ 98          $136          $166         $209
Ameritas Growth With Income                  $ 98          $137          $167         $211
VIP Equity-Income: Service Class             $ 96          $130          $157         $189
VIP Growth: Service Class                    $ 97          $133          $161         $198
VIP High Income: Service Class               $ 98          $135          $164         $205
VIP Overseas: Service Class                  $ 99          $139          $172         $221
VIP II Asset Manager: Service Class          $ 97          $133          $162         $200
VIP II Investment Grade Bond                 $ 95          $127          $151         $178
VIP II Asset Manager: Growth: Service Class  $ 98          $137          $167         $211
VIP II Contrafund: Service Class             $ 97          $133          $161         $198
Alger American Balanced                      $ 99          $138          $170         $216
Alger American Leveraged AllCap              $ 99          $139          $172         $220
MFS Utilities                                $100          $141          $174         $225
MFS Global Governments                       $100          $140          $174         $224
MFS New Discovery                            $101          $145          $181         $240
MSDW Emerging Markets Equity                 $109          $169          $221         $319
MSDW Global Equity                           $101          $145          $181         $240
MSDW International Magnum                    $101          $145          $181         $240
MSDW Asian Equity                            $102          $147          $184         $246
MSDW U.S. Real Estate                        $101          $143          $179         $234


</TABLE>

                                     ACCENT!
                                        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 on assets. The example reflects expenses of
Separate  Account VA-2 and the  Portfolio,  but does not reflect  premium  taxes
which may apply.
<TABLE>
<CAPTION>

                                             1 YEAR     3 YEARS      5 YEARS      10 YEARS
                                             ------     -------      -------      --------

<S>                                          <C>         <C>          <C>            <C>
Ameritas Money Market                        $  93       $  39        $  67          $148
Ameritas Index 500                            $  92       $  38        $  66          $146
Ameritas Growth                               $  97       $  54        $  93          $202
Ameritas Income & Growth                      $  97       $  51        $  88          $192
Ameritas Small Capitalization                 $  98       $  57        $  98          $212
Ameritas MidCap Growth                        $  98       $  55        $  95          $207
Ameritas Emerging Growth                      $  98       $  56        $  96          $208
Ameritas Research                             $  98       $  56        $  96          $209
Ameritas Growth With Income                   $  98       $  57        $  97          $211
VIP Equity-Income: Service Class              $  96       $  50        $  87          $189
VIP Growth: Service Class                     $  97       $  53        $  91          $198
VIP High Income: Service Class                $  98       $  55        $  94          $205
VIP Overseas: Service Class                   $  99       $  59         $102          $221
VIP II Asset Manager: Service Class           $  97       $  53        $  92          $200
VIP II Investment Grade Bond                  $  95       $  47        $  81          $178
VIP II Asset Manager: Growth: Service Class   $  98       $  57        $  97          $211
VIP II Contrafund: Service Class              $  97       $  53        $  91          $198
Alger American Balanced                       $  99       $  58         $100          $216
Alger American Leveraged AllCap               $  99       $  59         $102          $220
MFS Utilities                                  $100       $  61         $104          $225
MFS Global Governments                         $100       $  60         $104          $224
MFS New Discovery                              $101       $  65         $111          $240
MSDW Emerging Markets Equity                   $109       $  89         $151          $319
MSDW Global Equity                             $101       $  65         $111          $240
MSDW International Magnum                      $101       $  65         $111          $240
MSDW Asian Equity                              $102       $  67         $114          $246
MSDW U.S. Real Estate                          $101       $  63         $109          $234

</TABLE>



                                     ACCENT!
                                       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 a 5% annual return on assets.  The example reflects
expenses  of  Separate  Account  VA-2 and the  Portfolio,  but does not  reflect
premium taxes which may apply.

                                 1 YEAR      3 YEARS      5 YEARS      10 YEARS
                                 ------      -------      -------      --------

Ameritas Money Market              $ 13         $ 39        $  67          $148
Ameritas Index 500                 $ 12         $ 38        $  66          $146
Ameritas Growth                    $ 17         $ 54        $  93          $202
Ameritas Income & Growth           $ 17         $ 51        $  88          $192
Ameritas Small Capitalization      $ 18         $ 57        $  98          $212
Ameritas MidCap Growth             $ 18         $ 55        $  95          $207
Ameritas Emerging Growth           $ 18         $ 56        $  96          $208
Ameritas Research                  $ 18         $ 56        $  96          $209
Ameritas Growth With Income        $ 18         $ 57        $  97          $211
VIP Equity-Income: Service Class   $ 16         $ 50        $  87          $189
VIP Growth: Service Class          $ 17         $ 53        $  91          $198
VIP High Income: Service Class     $ 18         $ 55        $  94          $205
VIP Overseas: Service Class        $ 19         $ 59         $102          $221
VIP II Asset Manager:
  Service Class                    $ 17         $ 53        $  92          $200
VIP II Investment Grade Bond       $ 15         $ 47        $  81          $178
VIP II Asset Manager: Growth:
  Service Class                    $ 18         $ 57        $  97          $211
VIP II Contrafund: Service Class   $ 17         $ 53        $  91          $198
Alger American Balanced            $ 19         $ 58         $100          $216
Alger American Leveraged AllCap    $ 19         $ 59         $102          $220
MFS Utilities                      $ 20         $ 61         $104          $225
MFS Global Governments             $ 20         $ 60         $104          $224
MFS New Discovery                  $ 21         $ 65         $111          $240
MSDW Emerging Markets Equity       $ 29         $ 89         $151          $319
MSDW Global Equity                 $ 21         $ 65         $111          $240
MSDW International Magnum          $ 21         $ 65         $111          $240
MSDW Asian Equity                  $ 22         $ 67         $114          $246
MSDW U.S. Real Estate              $ 21         $ 63         $109          $234


The examples assume an average $60,000 annuity investment. These examples should
not be considered a representation  of past or future  expenses,  performance or
return. Actual expenses and/or returns may be greater or less than those shown.
Please refer to the Funds' prospectuses for more information.



                                     ACCENT!
                                       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.  The
Separate  Account  also funds  variable  annuity  contracts  not offered by this
prospectus  which have unit values not  applicable to the  contracts  offered by
this prospectus.

ACCUMULATION UNIT VALUES.

Following are the  Accumulation  Unit values for the  Subaccounts  as of June 4,
1998 (when contracts  offered by this prospectus were first sold),  and December
31, 1998. The number of outstanding  Accumulation Units in each Subaccount as of
December 31, 1998, is also shown.
<TABLE>
<CAPTION>

                                    ACCUMULATION    ACCUMULATION      NUMBER OF
                                     UNIT VALUE      UNIT VALUE     ACCUMULATION
                                        AS OF           AS OF        UNITS AS OF
          FUND                      JUNE 4, 1998     DECEMBER 31     DECEMBER 31        YEAR
          ----                      ------------     -----------     -----------        ----

<S>                                      <C>            <C>             <C>            <C>
AMERITAS PORTFOLIOS                      1.00           1.025           9,402,958      1998
  Ameritas Money Market                124.70         140.524            42,430        1998
  Ameritas Index 500                    42.18          52.949            62,664        1998
  Ameritas Growth                       11.02          13.056           133,409        1998
  Ameritas Income & Growth              40.06          43.744            27,291        1998
  Ameritas Small Capitalization         24.72          28.729            27,713        1998
  Ameritas MidCap Growth                24.72          28.729            27,713        1998
  Ameritas Emerging Growth              18.28          21.360            88,085        1998
  Ameritas Research                     17.67          18.956            72,744        1998
  Ameritas Growth With Income           18.61          20.010            97,716        1998

FIDELITY FUNDS

  VIP Equity-Income: Service Class      24.85          25.259           138,593        1998
  VIP Growth: Service Class             35.97          44.598            52,036        1998
  VIP High Income: Service Class        12.64          11.453           174,141        1998
  VIP Overseas: Service Class           20.86          19.938            36,912        1998
  VIP II Asset Manager: Service Class   16.91          18.013           112,100        1998
  VIP II Investment Grade Bond          12.27          12.896           233,594        1998
  VIP II Asset Manager: Growth:
    Service Class                       15.72          16.877            38,758        1998
  VIP II Contrafund: Service Class      20.81          24.301           111,984        1998

ALGER AMERICAN FUND

  Balanced                              10.97          12.919            81,208        1998
  Leveraged AllCap                      25.40          34.730            36,085        1998

MFS TRUST

   Utilities                            18.46          19.724           258,781        1998
   Global Governments                   10.34          10.826            48,031        1998
   New Discovery                            -               -                 -        1998

MSDW UNIVERSAL FUNDS
  Emerging Markets Equity                8.69           7.114            22,649        1998
  Global Equity                         13.32          13.258            80,734        1998
  International Magnum                  12.40          11.221            40,629        1998
  Asian Equity                           4.43           5.219             8,540        1998
  U.S. Real Estate                      10.98           9.988            27,623        1998
</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

                                     ACCENT!
                                       12


<PAGE>



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 Separate
Account VA-2 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.

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

                                     ACCENT!
                                       13


<PAGE>



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
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,  earnings sweep,
diversification,  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 transfer assets from one Portfolio to another,
or to the Fixed Account, as requested by the Owner. Any dividend or capital gain
distribution   received  is  automatically   reinvested  in  the   corresponding
Subaccount.

All obligations  arising under the Policies are liabilities of AVLIC. AVLIC will
always keep assets in 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 that 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
practices or policies of Separate Account VA-2.

THE FUNDS

Each  Fund is  registered  with the SEC  under  the  1940  Act as an  open-ended
diversified  management  investment  company  or a  series  thereof.  There  are
currently 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.

Separate  Account  VA-2 will  purchase  and redeem  shares from the Funds at net
asset  value.  Shares  will be  redeemed  to the extent  necessary  for AVLIC to
collect charges,  pay the accumulation  values,  partial  withdrawals,  and make
policy  loans or to transfer  assets  among  Investment  Options as requested by
Owners. Any dividend or capital gain distribution received

                                     ACCENT!
                                       14


<PAGE>



from a Portfolio of the Funds will be reinvested  immediately at net asset value
in  shares  of that  Portfolio  and  retained  as  assets  of the  corresponding
Subaccount.

The Funds may be made available for variable  annuity or variable life insurance
contracts  of  various  insurance  companies.   Though  unlikely,   there  is  a
possibility  that a material  conflict  could arise between the interests of the
Separate  Account  and  one  or  more  of  the  separate   accounts  of  another
participating  insurance  company.  In the  event of a  material  conflict,  the
affected  insurance  companies  agree to take  any  necessary  steps,  including
removing  separate  accounts  from the Funds,  to resolve  the  matter.  See the
prospectuses of the Funds for more information.

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

FUND                         INVESTMENT ADVISERS                ELIGIBLE PORTFOLIOS

<S>                            <C>                              <C>
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: Service Class
                                                                VIP Growth: Service Class
                                                                VIP High Income: Service Class
                                                                VIP Overseas: Service Class
                                                                VIP II Asset Manager: Service Class
                                                                VIP II Investment Grade Bond
                                                                VIP II Asset Manager: Growth: Service Class
                                                                VIP II  Contrafund: Service Class

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

MFS Trust                    Massachusetts Financial Services
                             Company                            Utilities
                                                                Global Governments
                                                                New Discovery


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


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

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



                                     ACCENT!
                                       15


<PAGE>



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%. 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  Account 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 Securities and Exchange  Commission has not reviewed the disclosures in this
Prospectus  relating  to the Fixed  Account  portion of the  Contract;  however,
disclosures  regarding the Fixed Account  portion of the Contract may be subject
to generally applicable  provisions of the Federal Securities Laws regarding the
accuracy and completeness of statements made.

POLICY FEATURES

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

CONTROL OF THE POLICY
The  Owner  is the  person  or  entity  named as such in the  application  or in
subsequent written changes shown in AVLIC's records. While living, the Owner has
the sole right to receive all benefits  and  exercise all rights  granted by the
Policy or AVLIC.  The Owner may name both primary and contingent  beneficiaries.
Subject to the rights of any irrevocable beneficiary and any assignee of record,
all rights,  options, and privileges belong to the Owner, if living; the Owner's
Designated Beneficiary,  if living; otherwise to the estate of the last Owner to
die.

                                     ACCENT!
                                       16


<PAGE>



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

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

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

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

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

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

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

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

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

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

When a portion of the Accumulation Value is allocated to a Portfolio,  a certain
number  of  Accumulation  Units  are  credited  to your  Policy.  The  number of
Accumulation Units is determined by dividing the dollar amount

                                     ACCENT!
                                       17


<PAGE>



allocated to the Portfolio by the Accumulation  Unit Price for that Portfolio as
of the end of the Valuation Period in which the allocation is made.

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

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

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  at the  close  of the  NYSE  on  each
Valuation  Date and  ending  at the  close  of the  NYSE on the next  succeeding
Valuation Date.

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


If you have amounts 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 amounts out of
the  Ameritas  Portfolios  to any other  subaccount  available  under the Policy
without any  administrative  charge and without the transfer  counting as one of
your "free transfers."


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

Transfers may be subject to additional  limitations by the Funds.  Specifically,
fund  managers may have the right to refuse  sales,  or suspend or terminate the
offering of Portfolio shares, if they determine that such action is necessary in
the best interests of the Portfolio's shareholders.  If a fund manager refuses a
transfer  for any reason,  the transfer  will not be allowed.  AVLIC will not be
able to process the transfer if the fund manager refuses.

SYSTEMATIC PROGRAMS
AVLIC may offer  systematic  programs  as  discussed  below.  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. There is no separate charge for participation in these programs at this
time. All other normal transfer restrictions, as described above, may apply.

PORTFOLIO  REBALANCING.  Portfolio  rebalancing  is a method  to  maintain  your
original allocation  proportions among Portfolios.  Under this program,  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

                                     ACCENT!
                                       18


<PAGE>



Account,  if no more than  1/36th of the value of the Fixed  Account at the time
dollar cost averaging is established is transferred each month.

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

You  can  request  participation  in  the  available  systematic  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  death  of the
Annuitant.  Use of  systematic  programs may not be  advantageous,  and does not
guarantee success.

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

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

In the absence of specific  direction from the Owner,  amounts will be withdrawn
from the  Subaccounts  and the Fixed  Account on a pro rata  basis.  The minimum
withdrawal  amount is $250.  Any  withdrawal  request that would reduce the Cash
Surrender  Value to less than  $1,000  will be  considered  a request for policy
surrender.

Since you have the entire  investment risk for amounts allocated to the Separate
Account,  the total amount paid upon  withdrawal  under the Policy  (taking into
account  any  prior  withdrawals)  may be more or less  than the  total  Premium
Payments made. The surrender  value may be paid in a lump sum to the Owner,  or,
if elected, all or any part may be paid out under an Annuity Income Option. (See
the section on Annuity Income Options.)

Your proceeds  will be paid within seven days of receipt of written  request for
withdrawal or surrender, 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 the check has cleared
the payor's bank.

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

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

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

CHARGES AND DEDUCTIONS

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


                                     ACCENT!
                                       19


<PAGE>



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.

ADMINISTRATIVE CHARGES
ANNUAL  POLICY  FEE.  An annual  policy  fee of up to $40.00  (currently  $0) is
deducted from the  Accumulation  Value on the last Valuation Date of each Policy
Year  or  upon a  surrender.  This  charge  reimburses  AVLIC  for  part  of the
administrative costs of maintaining the Policy on AVLIC's system and the cost of
reporting to Owners.

Any  change to 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, record keeping,  preparing and mailing reports,
processing  death benefit claims and overhead.  The charge is assessed daily and
is equal to an annual rate of .15% of the  average  daily net assets of Separate
Account VA-2. This charge is subtracted when determining the daily  Accumulation
Unit Price. This charge is guaranteed not to be increased. No administrative fee
is imposed on the Fixed Account.

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

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

MORTALITY AND EXPENSE RISK CHARGE
AVLIC imposes a charge as compensation for bearing certain mortality and expense
(M&E) risks under the Policies.  The charge is assessed daily and is equal to an
annual  rate of .80% of the value of the  average  daily net assets of  Separate
Account VA-2. This charge is subtracted when determining the daily  Accumulation
Unit Price.  AVLIC  guarantees  that this charge will never exceed .80%. If this
charge is  insufficient  to cover  assumed  risks,  the loss will fall on AVLIC.
Conversely, if the charge proves more than sufficient,  any excess will be added
to AVLIC's surplus. No M&E charge is imposed on the Fixed Account.

The mortality risk borne by AVLIC, assuming the selection of one of the forms of
life annuities,  is to make monthly Annuity  Payments  (determined in accordance
with  the  annuity  tables  and  other  provisions  contained  in the  Policies)
regardless of how long all annuitants may live.  This  undertaking  assures that
neither an  Annuitant's  own longevity,  nor an  improvement in life  expectancy
greater  than  expected,  will have any adverse  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,  in that 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.

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

If the annual policy fee and daily  administrative fee are insufficient to cover
the  administration  expenses,  the deficiency  will be met from AVLIC's General
Account funds, including the amount derived from the charge levied for mortality
and expense risks.

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

                                     ACCENT!
                                       20


<PAGE>



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 8% of the Premium
Payment  withdrawn  and grades to 0% after the ninth  year  after the  withdrawn
premiums were deposited.

Where a partial or full  withdrawal  is taken or amounts are  applied  under any
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                  %
                             ----                 --
                             1                     8
                             2                     8
                             3                     8
                             4                     7
                             5                     7
                             6                     6
                             7                     5
                             8                     4
                             9                     2
                             10                    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 up to 6 months from the date of written request.

Tax Charges
The Owner will pay  premium  taxes that  currently  range from 0% to 3.5% of the
premium  paid,  where  such taxes are  imposed  by the state law of the  Owner's
residence. States impose premium taxes either upon receipt, by the company, of a
premium payment,  or upon  annuitization  or withdrawals.  AVLIC will charge and
deduct  premium  taxes as  required  by  state  law and in  accordance  with any
applicable company election. Applicable premium tax rates are subject to change.
The Owner will be notified of any applicable  premium taxes. You are responsible
for informing AVLIC in writing of changes of residence.

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

AVLIC does not expect to incur any federal income tax liability  attributable to
investment  income or capital gains  retained as part of the reserves  under the
Policies.  Based upon these  expectations,  no charge is being made currently to
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 we
currently  believe it to be, if there are changes made in the federal income tax
treatment  of  annuities  at the  corporate  level,  or if there is a change  in
AVLIC's tax status.  In the event that AVLIC should incur  federal  income taxes
attributable  to  investment  income or capital  gains  retained  as part of the
reserves under the Policy,  the Accumulation Unit Price would be correspondingly
adjusted. (See the section on Federal Tax Matters.)

FUND INVESTMENT ADVISORY FEES AND EXPENSES
The value of the  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.


                                     ACCENT!
                                       21


<PAGE>



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

ANNUITY PERIOD

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

An Annuity Date may only be changed by written  request  during the  Annuitant's
lifetime.  Written  request to change the  Annuity  Date must be received at the
AVLIC Home Office at least 30 days before the currently  scheduled Annuity Date.
The Annuity Date and Annuity Income Options available for Qualified 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  Accumulation
Value as of the Annuity Date less any premium taxes, if applicable.  Thereafter,
the monthly Annuity Payment will not change,  except in the event 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  Accumulation  Value may be
placed under one or more Annuity Income Options.  If annuity  payments are to be
paid  under  more  than  one  option,  AVLIC  must  be  told  what  part  of the
Accumulation Value is to be paid under each option.

The Annuity  Income  Options are shown below.  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 $100, AVLIC reserves the right to pay the Accumulation Value as a lump sum
payment or to change the frequency. If you choose an Annuity Income Option which
depends on the continuation of life of the Annuitant, proof of birth date may be
required  before Annuity  Payments begin.  For Annuity Income Options  involving
life income,  the actual age of the Annuitant or joint Annuitant will affect the
amount of each payment.  Since  payments to older  Annuitants are expected to be
fewer in number, the amount of each Annuity Payment may be greater.  For Annuity
Income Options that do not involve life income, the length of the payment period
may affect the amount of each payment:  the shorter the period,  the greater the
amount of each Annuity Payment.

The following Annuity Income Options are currently available:

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

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

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

          LIFE  ANNUITY.  Monthly  annuity  payments are paid for the life of an
          Annuitant,  ceasing with the last Annuity  Payment due prior to his or
          her death.  Variations provide for guaranteed payments for a period of
          time.

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

                                     ACCENT!
                                       22


<PAGE>


The rate of interest  payable  under the  Interest  Payment,  Designated  Amount
Annuity or Designated  Period  Annuity  Options will be guaranteed to be no less
than 3% compounded  yearly.  Payments  under the Life Annuity and Joint and Last
Survivor Annuity Options will be based on the 1983 Table "a" Individual  Annuity
Table,  projected for  seventeen  years,  at 3% interest.  AVLIC may, at time of
election of an Annuity Income Option,  offer more favorable rates in lieu of the
guaranteed  rates specified in the Annuity  Tables.  These rates may be based on
Annuity Tables which distinguish between males and females.

Under current administrative  practice, AVLIC allows the beneficiary to transfer
amounts  applied under the Interest  Payment,  Designated  Amount  Annuity,  and
Designated  Period Annuity  Options to either the Life Annuity or Joint and Last
Survivor Annuity Option after the Annuity Date.  However,  there is no guarantee
that  AVLIC  will  continue  this  practice  which can be changed at any time at
AVLIC's discretion.

FEDERAL TAX MATTERS

INTRODUCTION
The following discussion is general in nature and is not intended as tax advice.
It is not  intended to address the tax  consequences  resulting  from all of the
situations  in which a person may be entitled  to or may receive a  distribution
under  a  contract.  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.)

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


Section  72 of  the  Internal  Revenue  Code  (the  Code)  governs  taxation  of
annuities.  In general,  the owner is not taxed on  increases  in the value of a
policy until some form of distribution  is made under the policy.  The exception
to this rule is the treatment  generally  applied to owners that are not natural
persons. Generally, an owner that is not a natural person must include in income
any increase in excess of the owner's cash value over the owner's "investment in
the policy" during the taxable year, even if no distribution  occurs. There are,
however,  exceptions  to this rule which you may wish to  discuss  with your tax
counsel. The following discussion applies to Policies owned by natural persons.


The  taxable  portion of a  distribution  (in the form of an annuity or lump sum
payment)  is taxed as ordinary  income,  subject to any income  averaging  rules
applicable to taxpayers generally. For this purpose, the assignment,  pledge, or
agreement to assign or pledge any portion of the  accumulation  value  generally
will be treated as a distribution. A transfer of ownership of the policy without
full and adequate consideration will also be treated as a distribution under the
Internal  Revenue  Code,  unless the  transfer  falls  within an  exception  for
transfers  between  spouses.  Generally,  in the  case of a  withdrawal  under a
nonqualified policy,  amounts received which are allocable to "investment in the
policy"  made after August 13, 1982 are first  treated as taxable  income to the
extent that the accumulation value immediately before the withdrawal exceeds the
"investment in the policy" at that time.  Any additional  amount is not taxable.
If a withdrawal is allocable to  "investment in the policy" made prior to August
14, 1982, it is taxed under the "cost  recovery  rule" so that  withdrawals  are
treated as a recovery of  "investment  in the policy" until such  investment has
been fully  recovered.  Thereafter,  withdrawals  are fully  taxable as ordinary
income. Where a policy contains "investment in the policy" both before and after
the above referenced dates, special ordering rules apply.


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.


                                     ACCENT!
                                       23


<PAGE>



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

Roth IRA  contributions  are not  deductible  and may be limited 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

                                     ACCENT!
                                       24


<PAGE>



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) are  subject to income tax  withholding  at a
rate of 20% unless the Owner elects to have the  distribution  paid  directly by
AVLIC  to an  eligible  retirement  plan  (another  plan of the  same  type or a
rollover  IRA) in a direct  rollover.  If the  distribution  is not an "eligible
rollover distribution," it is generally subject to the same withholding rules as
distributions  from  nonqualified  policies.  However,  Section 457 nonqualified
deferred compensation plan distributions are generally subject to withholding as
wages and are not eligible for rollover to an IRA .

GENERAL PROVISIONS

ANNUITANT'S BENEFICIARY

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


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

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

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

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

Since  Satisfactory  Proof of Death  includes a  "Claimant's  Statement",  which
specifies how the  beneficiary  wishes to receive the benefit  (unless the Owner
previously selected an option), the amount of the Death Benefit will continue to
reflect  the  investment   performance  of  Separate  Account  VA-2  until  that
information is supplied to AVLIC.  Upon receipt of this proof, the Death Benefit
will  be paid to the  Annuitant's  Beneficiary  within  seven  days,  or as soon
thereafter as AVLIC has sufficient information about the Annuitant's Beneficiary
to make the payment.  In order to take  advantage of the favorable tax treatment
accorded  to  receiving  the  Death  Benefit  as  an  annuity,  the  Annuitant's
Beneficiary must elect to receive the benefits under an Annuity Option within 60
days  "after the day on which such lump sum became  payable,"  as defined in the
Internal Revenue Code.

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

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


                                     ACCENT!
                                       25


<PAGE>



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 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.

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

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

(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 withdrawals from the Fixed Account may be deferred by
AVLIC for up to 6 months from the date of written request.

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

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


                                     ACCENT!
                                       26


<PAGE>



If AVLIC made any  overpayments,  interest at the rate of 6% per year compounded
yearly  will  be  added  and  charged  against  future  payments.   If  we  made
underpayments,  the  balance  due  plus  interest  at the  rate  of 6% per  year
compounded yearly will be paid in a lump sum.

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

DISTRIBUTION OF THE POLICIES

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


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 are not expected to
exceed 7% of premiums paid. From time to time,  additional  sales incentives may
be provided to broker-dealers.

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


                                     ACCENT!
                                       27


<PAGE>


VOTING RIGHTS

To the extent required by law, AVLIC will vote the Portfolio  shares held in the
Separate  Account  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.

Prior to the Annuity Date, the Owner holds a voting  interest in each Subaccount
to which the Accumulation  Value is allocated.  The number of votes available to
an Owner will be calculated  separately for each Subaccount of Separate  Account
VA-2.  The number of votes  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 state established by the
Portfolio.  Voting instructions will be solicited by written communication prior
to the meeting, in accordance with procedures established by the Funds.

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

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

On and after the Annuity Date, there are no voting rights because amounts are no
longer held in Separate Account VA-2.

LEGAL PROCEEDINGS

There are no legal  proceedings to which Separate  Account VA-2 is a party or to
which the assets of Separate Account VA-2 are subject.  AVLIC is not involved in
any litigation that is of material importance in relation to its ability to meet
its obligations  under the Policies,  or that relates to Separate  Account VA-2.
AIC is not involved in any litigation that is of material importance in relation
to its ability to perform under its underwriting agreement.

STATEMENT OF ADDITIONAL INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION

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


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



                                     ACCENT!
                                       28


<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-14
                  403(b) ERISA Plans
                  403(b) Tax Sheltered Annuity (TSA) Plans-Withdrawal
                      Restrictions


                                   AMERITAS VARAIBLE LIFE INSURANCE COMPANY LOGO

<PAGE>


AMERITAS VARAIBLE LIFE INSURANCE COMPANY LOGO

                              INFORMATION STATEMENT
                408(b) Individual Retirement Annuity (IRA) Plans
                408(k) Simplified Employee Pension (SEP IRA) Plans
                408(p) Savings Incentive Match (SIMPLE IRA)
                408A ROTH IRA

For  purchasers of a 408(b)  Individual  Retirement  Annuity (IRA) Plan,  408(k)
Simplified  Employee  Pension (SEP IRA) Plan,  408(p)  Savings  Incentive  Match
(SIMPLE IRA) Plan or a 408A Roth IRA, please review the following:

PART 1.  PROCEDURE FOR REVOKING THE IRA PLAN:

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

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

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

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

PART II.  PROVISIONS OF THE IRA LAW:

The Company's  OVERTURE ACCENT!  Variable Annuity (Form 4880), can be used for a
Regular IRA, a Rollover IRA, a Spousal IRA  Arrangement,  a Simplified  Employee
Pension Plan (SEP IRA), 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 ACCENT! Variable
Annuity is available  for use as a ROTH IRA.  State income tax treatment of IRAs
varies,  so this  disclosure  only  discusses the federal tax treatment of IRAs.
Please discuss state income tax treatment of an IRA with your tax advisor.

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

A.      ELIGIBILITY:

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

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

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

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

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


                                      QD 1
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



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

        1.  A  REGULAR  ROTH IRA is a Roth IRA  established  to  receive  annual
            contributions and/or qualified rollover contributions (including IRA
            conversion contributions) from other Roth IRAs or from other IRAs if
            permitted by the policy and endorsement.

            Roth IRAs are  available  beginning in 1998.  Unlike  Regular  IRAs,
            contributions  to a Roth IRA are not  deductible  for tax  purposes.
            However,  any  gain  accumulated  in a Roth  IRA may be  nontaxable,
            depending upon how and when withdrawals are made.

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

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

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

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

            SAVINGS  INCENTIVE  MATCH  PLAN FOR  EMPLOYEES  OF  SMALL  EMPLOYERS
            (SIMPLE IRA):An  employee is eligible to participate in a SIMPLE IRA
            Plan based on eligibility requirements set forth in Form 5304-SIMPLE
            or other plan document  provided by the employer.  A SIMPLE IRA must
            be established as such,  thus some policies may not be available for
            use with a SIMPLE IRA Plan.

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

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

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

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

                                      QD 2
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



     participant  and your  deductions  for  contributions  subject to phase-out
     because of your spouse's participation in an employer- sponsored retirement
     plan, if your combined  adjusted  gross income exceeds  $150,000.  SEE PART
     III. C., DEDUCTIBLE IRA CONTRIBUTIONS.

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

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

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

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

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

Certain  distributions  are NOT  considered  to be  eligible  for  Rollover  and
include:  (1)  distributions  which are part of a series of substantially  equal
periodic   payments  (made  at  least  annually)  for  10  years  or  more;  (2)
distributions  attributable  to  after-tax  employee  contributions  to a 401(a)
Qualified Retirement Plan or TSA; (3) required minimum distributions made during
or after the year you reach age 70 1/2 or, if later and applicable,  the year in
which you retire; and (4) amounts in excess of the cash (except for certain loan
offset  amounts)  or in  excess  of the  proceeds  from  the  sale  of  property
distributed.  Also, under the Internal Revenue Service  Restructuring and Reform
Act of 1998 (IRSRRA"98), hardship distributions made from 401(k) or 403(b) plans
on or  after  January  1,  1999,  are no  longer  considered  eligible  rollover
distributions.  However,  the Internal Revenue Service has announced  transition
relief from this rule for 1999. Under this relief, if a distribution made during
1999 would have been considered an eligible  rollover  distribution  immediately
before that Code definition was amended by IRSRRA"98,  the  distribution  may be
rolled  over  to  an  eligible   retirement  plan.  In  other  words,   hardship
distributions from a 401(k) or 403(b) plan may still be eligible for rollover in
1999, except as otherwise permitted by the Internal Revenue Service.

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

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,

                                      QD 3
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



(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).

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

                                      QD 4
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



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.


                                      QD 5
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



2.  ROTH IRA DISTRIBUTION REQUIREMENTS:

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

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

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

    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.

                                      QD 6
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



     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.

     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.

                                      QD 7
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>


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
     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

                                      QD 8
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



     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.

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

                                      QD 9
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



     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

                                      QD 10
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



     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  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.


                                      QD 11
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



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 not received approval
from the Internal  Revenue Service as to the form of OVERTURE  ACCENT!  Variable
Annuity (Form 4880), for use in funding Regular IRA plans nor 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 ACCENT! Variable Annuity
(Form 4880) offered by AVLIC, hereafter referred to as the policy.

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

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

Premium  payments and subsequent  allocations to the Fixed Account are placed in
the  general  account  of the  Company  which  supports  insurance  and  annuity
obligations.  Policyowners  are paid interest on the amounts placed in the Fixed
Account at guaranteed rates (3.5%) or at higher rates declared by the Company.

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

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,

                                      QD 12
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



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 $0 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 designated 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 .80% 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. 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  deferral 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,  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.


                                      QD 13
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 8/99

<PAGE>



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

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


               CHARGE AS A % OF EACH               YEARS SINCE RECEIPT OF
                  PREMIUM PAYMENT                   EACH PREMIUM PAYMENT
               ---------------------               ----------------------
                        8                                       1
                        8                                       2
                        8                                       3
                        7                                       4
                        7                                       5
                        6                                       6
                        5                                       7
                        4                                       8
                        2                                       9
                        0                                     10+

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 7% 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 14
                               IRA/SEP/SIMPLE/ROTH
                                  ACCENT!; 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 ACCENT! Variable Annuity
Policy being purchased from the Sales Representative.

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

COMMISSIONS, FEES AND CHARGES

The following commissions,  fees and charges apply to OVERTURE ACCENT!  Variable
Annuity (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 7% 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 $0 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 80% 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 only on an 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.


                                     PENSION
                                      QD-15
                                  ACCENT!; 8/99

<PAGE>



Where a partial or full  withdrawal  is taken or amounts  are  applied  under an
ACCENT!  Variable  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
          ---------------------                   ----------------------
                  8                                            1
                  8                                            2
                  8                                            3
                  7                                            4
                  7                                            5
                  6                                            6
                  5                                            7
                  4                                            8
                  2                                            9
                  0                                          10+


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   ACCENT!   VARIABLE   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:


                                     PENSION
                                      QD-16
                                  ACCENT!; 8/99

<PAGE>


        (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-17
                                  ACCENT!; 8/99

<PAGE>


PART B                                                REGISTRATION NO. 333-46675




                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                       STATEMENT OF ADDITIONAL INFORMATION
                                       FOR
                    FLEXIBLE PREMIUM VARIABLE ANNUITY POLICY

                                   OFFERED BY

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
              (FORMERLY BANKERS LIFE ASSURANCE COMPANY OF NEBRASKA)
                           (A NEBRASKA STOCK COMPANY)
                                 5900 "O" STREET
                             LINCOLN, NEBRASKA 68510


This Statement of Additional  Information expands upon subjects discussed in the
current  Prospectus for the Flexible Premium Variable Annuity Policy  ("Policy")
offered by Ameritas Variable Life Insurance Company ("AVLIC").  You may obtain a
copy of the Prospectus dated 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, 1999



<PAGE>



TABLE OF CONTENTS

                                                                           PAGE

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





                                     ACCENT!
                                      SAI 1


<PAGE>



GENERAL INFORMATION AND HISTORY:

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

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

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

THE POLICY

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

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

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

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

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

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

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

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

(2)     a daily charge of .002185%  (equivalent to an annual rate of .80% 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
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.


                                     ACCENT!
                                      SAI 2

<PAGE>




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.  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. Total return data may
be advertised  based on the period of time that the underlying  portfolios  have
been in  existence.  The  Fidelity  Service  Class of some  portfolios  has been
offered since November 3, 1997.  However,  performance  will be advertised based
upon the  performance of the Initial Class of the  portfolios.  The results will
reflect  Initial  Class  Expenses  for periods  prior to  November 3, 1997;  and
Service Class Expenses  (including  12b-1 Expense) for periods after November 2,
1997.  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 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. There is no surrender  charge,  so the average annual total return will be
the same for the relevant time periods if the contract is continued.

                                     ACCENT!
                                      SAI 3

<PAGE>
<TABLE>
<CAPTION>


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


                                                                                       TEN YEARS OR SINCE
                                                                                           OFFERED IN
                                               ONE YEAR               FIVE YEAR          SEPARATE ACCOUNT
                                               --------               ---------          ----------------
                               SUBACCOUNT   SURRENDER             SURRENDER            SURRENDER
      PORTFOLIOS             INCEPTION DATE CONTRACTS CONTINUE    CONTRACTS   CONTINUE CONTRACTS  CONTINUE
      ----------            --------------  --------- --------    ---------   -------- ---------  --------
<S>                             <C>          <C>        <C>          <C>       <C>       <C>        <C>
AMERITAS PORTFOLIOS
Ameritas Index 500(1)            8/1/95      19.10%    27.10%         NA          NA    25.58%     26.74%
Ameritas Growth(2)               5/1/92      38.68%    46.68%      22.11%      22.73%   22.74%     22.97%
Ameritas Income & Growth(2)      5/1/92      23.14%    31.14%      19.94%      20.61%   18.13%     18.42%
Ameritas Small Capitalization(2) 5/1/92       6.44%    14.44%      11.12%      12.02%   13.89%     14.25%
Ameritas MidCap Growth(2)        5/1/93      21.07%    29.07%      17.13%      17.86%   21.91%     22.33%
Ameritas Emerging Growth(2)      8/1/95      24.90%    32.90%         NA          NA    24.29%     25.49%
Ameritas Research(2)             5/1/97      14.22%    22.22%         NA          NA    19.54%     23.74%
Ameritas Growth With Income(2)   5/1/97      13.16%    21.17%         NA          NA    21.75%     25.91%
FIDELITY VIP
Equity-Income                  10/23/87       2.48%    10.48%      16.88%      17.62%   14.50%*    14.50%*
Growth                         10/23/87      30.04%    38.04%      19.89%      20.56%   18.26%*    18.26%*
High Income                    10/23/87     -13.34%    -5.34%       6.67%       7.73%   10.00%*    10.00%*
Overseas                       10/23/87       3.56%    11.56%       7.60%       8.63%    9.02%*     9.02%*
FIDELITY VIP II
Asset Manager                   12/1/89       5.70%    13.70%       9.73%      10.67%   12.12%     12.12%
Inv.  Grade Bond                 6/1/91      -0.20%     7.80%       4.54%       5.69%    6.78%      7.12%
Asset Manager: Growth            8/1/95       7.97%    15.97%         NA          NA    17.77%     19.13%
Contrafund                       8/1/95      20.66%    28.66%         NA          NA    20.80%     22.08%
ALGER AMERICAN FUND
 Balanced                        5/1/93      22.27%    30.27%      14.50%      15.31%   14.75%     15.30%
Leveraged AllCap                 8/1/95      48.34%    56.34%         NA          NA    25.53%     26.70%
MFS VARIABLE INS. TRUST
Utilities                        8/1/95       8.96%    16.96%         NA          NA    22.04%     23.29%
Global Governments               8/1/95      -1.12%     6.88%         NA          NA     0.99%      2.94%
New Discovery                   11/1/99         NA        NA          NA          NA       NA         NA
MORGAN STANLEY DEAN
  WITTER UNIVERSAL
  FUNDS, INC.
Emerging Markets Equity          5/1/97     -32.93%   -24.93%         NA          NA   -17.55%    -13.17%
Global Equity                    5/1/97       4.40%    12.40%         NA          NA    12.13%     15.66%
International Magnum             5/1/97      -0.44%     7.56%         NA          NA     3.13%      6.95%
Asian Equity                     5/1/97     -15.94%    -7.95%         NA          NA   -38.09%    -31.70%
U.S. Real Estate                 5/1/97     -20.89%   -12.89%         NA          NA    -0.43%      4.30%

*       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.



                                     ACCENT!
                                      SAI 4

<PAGE>



PERFORMANCE
Quotations of average annual total return may also be shown for a subaccount for
periods  prior  to the date the  portfolio  was  offered  through  the  Separate
Account,  based  upon the  actual  historical  performance  of the  mutual  fund
portfolio in which that subaccount invests. This information reflects all actual
charges and  deductions of the mutual fund  portfolio  and all Separate  Account
charges and deductions, with respect to the Contracts, that hypothetically would
have been made had the Separate  Account,  with respect to the  Contracts,  been
invested in these portfolios for all the periods  indicated.  This is calculated
in a manner similar to standardized average annual total return except the total
return is based on an initial  investment of $60,000.  The following table shows
the historical  average annual total return on an investment in the  subaccounts
for the last year, five years, and ten years (or, if less, up to the life of the
portfolio) for the period ending December 31, 1998.

<TABLE>
<CAPTION>

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

                                                                                    TEN YEARS OR SINCE
                                                                                      OFFERED IN
                                          ONE YEAR               FIVE YEAR          SEPARATE ACCOUNT
                                          --------               ---------          -----------------
                        SUBACCOUNT   SURRENDER             SURRENDER            SURRENDER
      PORTFOLIOS      INCEPTION DATE CONTRACTS CONTINUE    CONTRACTS   CONTINUE CONTRACTS  CONTINUE
      ----------      -------------- --------- --------    ---------   -------- ---------  --------
<S>            <C>            <C>        <C>       <C>         <C>         <C>      <C>        <C>
AMERITAS PORTFOLIOS
Ameritas Index 500            8/27/92   19.10%    27.10%      21.92%      22.55%   19.71%     20.01%
Ameritas Growth                1/9/89   38.68%    46.68%      22.11%      22.73%   20.92%     20.92%
Ameritas Income & Growth     11/15/88   23.14%    31.14%      19.94%      20.61%   14.52%*    14.52%*
Ameritas Small Capitalization 9/21/88    6.44%    14.44%      11.12%      12.02%   18.70%*    18.70%*
Ameritas MidCap Growth         5/3/93   21.07%    29.07%      17.13%      17.86%   21.91%     22.33%
Ameritas Emerging Growth      7/24/95   24.90%    32.90%         NA          NA    24.15%     25.34%
Ameritas Research             7/26/95   14.22%    22.22%         NA          NA    20.05%     21.34%
Ameritas Growth With Income   10/9/95   13.17%    21.17%         NA          NA    23.43%     24.76%

FIDELITY VIP
Equity-Income                 10/9/86    2.48%    10.48%      16.88%      17.62%   14.50%*    14.50%*
Growth                        10/9/86   30.04%    38.04%      19.89%      20.56%   18.26%*    18.26%*
High Income                   9/19/85  -13.34%    -5.34%       6.67%       7.73%   10.00%*    10.00%*
Overseas                      1/28/87    3.56%    11.56%       7.60%       8.63%    9.02%*     9.02%*
FIDELITY VIP II

Asset Manager                  9/6/89    5.70%    13.70%       9.73%      10.67%   11.87%     11.87%
Inv.  Grade Bond              12/5/88   -0.20%     7.80%       4.54%       5.69%    7.31%*     7.31%*
Asset Manager: Growth          1/3/95    7.97%    15.97%         NA          NA    19.11%     20.14%
Contrafund                     1/3/95   20.66%    28.66%         NA          NA    26.51%     27.37%
ALGER AMERICAN FUND
Balanced                       9/5/89   22.27%    30.27%      14.50%      15.31%   10.96%     10.96%
Leveraged AllCap              1/25/95   48.34%    56.34%         NA          NA    37.34%     38.03%
MFS VARIABLE INS.  TRUST
Utilities                      1/3/95    8.96%    16.96%         NA          NA    23.27%     24.20%
Global Governments            6/14/94   -1.12%     6.88%         NA          NA     3.23%      4.57%
  New Discovery                5/1/98     NA        NA           NA          NA       NA         NA
Morgan Stanley Dean Witter

    Universal Funds, Inc.
Emerging Markets Equity       10/1/96  -32.93%   -24.93%         NA          NA   -17.55%    -13.17%
Global Equity                  1/7/97    4.40%    12.40%         NA          NA    12.13%     15.66%
International Magnum           1/7/92   -0.44%     7.56%         NA          NA     3.13%      6.95%
Asian Equity                   3/3/97  -15.94%    -7.94%         NA          NA   -36.48%    -30.35%
U.S. Real Estate               3/3/97  -20.89%   -12.89%         NA          NA    -3.34%      1.08%

*  10 Year Figure
</TABLE>

In addition to average annual returns,  the subaccounts may quote  unaveraged or
cumulative total returns reflecting the

                                     ACCENT!
                                      SAI 5

<PAGE>



simple change in value of an investment  over a stated  period.  The  cumulative
total return on an investment in the subaccount  will be shown for the period of
one,  five and ten years (or,  if less,  up to the life of the  portfolio).  The
returns  will reflect the  mortality  and expense risk charge (.80% on an annual
basis),  daily  administration  fee at an annual  rate of .15%,  and the  annual
policy fee.  Cumulative  total  returns do not reflect the  Contingent  Declared
Sales Charge.

The  following  table  shows  the  historical  cumulative  total  return  on  an
investment  of $60,000 in the  subaccounts  for the last year,  five years,  ten
years (or,  if less,  up to the life of the  portfolio)  for the  period  ending
December 31, 1998.
<TABLE>
<CAPTION>

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

                                                                                       10 YEARS OR

              PORTFOLIO             INCEPTION         ONE YEAR         FIVE YEAR      LIFE OF FUND
              ---------             ---------         --------         ---------      ------------
<S>            <C>                      <C>              <C>            <C>              <C>
AMERITAS PORTFOLIOS
Ameritas Index 500                    8/27/92            27.10%         176.44%          218.24%
Ameritas Growth                        1/9/89            46.68%         178.45%          565.90%
Ameritas Income& Growth              11/15/88            31.14%         155.22%          288.12%*
Ameritas Small Capitalization         9/21/88            14.44%          76.42%          455.97%*
Ameritas MidCap Growth                 5/3/93            29.07%         127.43%          213.27%
Ameritas Emerging Growth              7/24/95            32.90%             NA           117.51%
Ameritas Research                     7/26/95            22.22%             NA            94.38%
Ameritas Growth With Income           10/9/95            21.17%             NA           104.36%

FIDELITY VIP
Equity-Income                         10/9/86            10.48%         125.13%          287.76%*
Growth                                10/9/86            38.04%         154.67%          435.31%*
High Income                           9/19/85            -5.34%          45.08%          159.54%*
Overseas                              1/28/87            11.56%          51.24%          137.18%*
FIDELITY VIP II

Asset Manager                          9/6/89            13.70%          66.05%          184.64%
Inv.  Grade Bond                      12/5/88             7.80%          31.88%          102.60%*
Asset Manager: Growth                  1/3/95            15.97%             NA           108.09%

Contrafund                             1/3/95            28.66%             NA           162.83%
ALGER AMERICAN FUND
Balanced                               9/5/89            30.27%         103.84           163.87%
Leveraged AllCap                      1/25/95            56.34%             NA           255.40%
MFS VARIABLE INS.  TRUST
Utilities                              1/3/95            16.96%             NA           137.67%
Global Governments                    6/14/94             6.88%             NA            22.55%
New Discovery                          5/1/98                NA             NA               NA
MORGAN STANLEY DEAN

  WITTER UNIVERSAL
  FUNDS, INC.
Emerging Markets Equity               10/1/96           -24.93%             NA           -27.22%
Global Equity                          1/2/97            12.40%             NA            33.66%
International Magnum                   1/2/97             7.56%             NA            14.35%
Asian Equity                           3/3/97            -7.94%             NA           -48.41%
U.S. Real Estate                       3/3/97           -12.89%             NA             1.98%

*  10 Year Figure
</TABLE>


                                     ACCENT!
                                      SAI 6

<PAGE>



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

Current  yield for Money Market  subaccount  reflects the income  generated by a
subaccount  over a 7 day period.  Current yield is calculated by determining the
net  change,  exclusive  of capital  changes  and income  other than  investment
income,  in the value of a hypothetical  account having one Accumulation Unit at
the beginning of the period adjusting for the maintenance  charge,  and dividing
the  difference  by the value of the  subaccount  at the  beginning  of the base
period to obtain the base period return,  and multiplying the base period return
by (365/7).  The resulting yield figure is carried to the nearest hundredth of a
percent.  Effective  yield for the Money Market  subaccount  is  calculated in a
similar manner to current yield except that  investment  income is assumed to be
reinvested throughout the year at the 7 day rate. Effective yield is obtained by
taking the base period returns as computed above,  and then compounding the base
period  return by adding 1,  raising  the sum to a power  equal to  (365/7)  and
subtracting one from the result, according to the formula:

              Effective Yield = [(Base Period Return + 1)365/7]-1.

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

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

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

                                     ACCENT!
                                      SAI 7

<PAGE>



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

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


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

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

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

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

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

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

FEDERAL TAX MATTERS

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

TAX STATUS OF THE POLICIES

Section  817(h) of the Code  provides in  substance  that Section 72 of the Code
will not apply  and  AVLIC  will not be  treated  as the owner of the  assets of
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.


                                     ACCENT!
                                      SAI 8

<PAGE>


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

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

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

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


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


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

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

DISTRIBUTION OF THE POLICY


Ameritas  Investment  Corp.,  the  principal  underwriter  of the  Policies,  is
registered with the Securities and Exchange  Commission under the Securities and
Exchange  Act of  1934  as a  broker-dealer  and  is a  member  of the  National
Association of Securities  Dealers,  Inc.  Ameritas  Investment  Corp. is wholly
owned by AMAL  Corporation,  which also owns AVLIC. AIC also serves as principal
underwriter  for AVLIC's  variable  universal  life  policies,  and for Ameritas
Life's  variable  life and  variable  annuity.  AIC is the  underwriter  for the
Ameritas  Portfolios  and also  serves as its  investment  advisor.  It also has
executed  selling  agreements  with a variety of mutual funds,  unit  investment
trusts, and direct participation programs.

The  Policies  are offered to the public  through  brokers,  licensed  under the
federal  securities laws and state insurance laws, and properly licensed banking
institutes  that have  entered  into  agreements  with AIC.  The offering of the
Policies is


                                     ACCENT!
                                      SAI 9

<PAGE>



continuous and Ameritas  Investment Corp. does not anticipate  discontinuing the
offering of this policy.  However,AIC  does reserve the right to discontinue the
offering of the policies.


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.

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

There are no financial statements included in Part A.




                                      - 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 in the 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 V. File No.
        333-15585, filed November 5, 1996.

**      Incorporated  by  reference  to  the  Pre-Effective   Amendment  to  the
        Registration  Statement  for Ameritas  Variable Life  Insurance  Company
        Separate Account V. File No. 333-15585, filed January 17, 1997.

***     Incorporated by reference to initial Registration Statement for Ameritas
        Variable  Life  Insurance Company Separate Account VA-2, File No. 36507,
        filed September 26, 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 February 20, 1998.


*****   Incorporated  by  reference  to  Post-Effective  Amendment  No. 1 to the
        Registration  Statement  for Ameritas  Variable Life  Insurance  Company
        Separate Account V, File No. 333-36507, filed February 26, 1999.

******  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  addrAmeritas  Variable Life Insurance Company,  5900
        "O" Street, Lincoln, Nebraska 68510.

**      Principal business addrAmerUs Life Insurance Company,  611 Fifth Avenue,
        Des Moines, Iowa 50309.


                                      - 3 -


<PAGE>





Item 26

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

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

OMITTED CHART SHOWS  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 639 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

                                      - 4 -


<PAGE>


incurred by him or her in connection with an action,  suit or proceeding,  if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to the best interest of the corporation,  and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

   In a case of a derivative action, no indemnification shall be made in respect
of any claim,  issue or matter as to which such person shall have been  adjudged
to be liable for negligence or misconduct in the  performance of his or her duty
to the  corporation,  unless a court in  which  the  action  was  brought  shall
determine  that such person is fairly and  reasonably  entitled to indemnify for
such expenses which the Court shall deem proper.

   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.


     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
     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.

                                      - 5 -
<PAGE>




**      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")


     (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.
</TABLE>
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.

   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.

                                      - 6 -


<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. 3 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. 333-46675






                       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 VARIABLE 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. 3 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. 3 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. 3 to  Registration
Statement No. 333- 46675 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




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission