AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2, 485APOS, 1999-02-26

AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2
485APOS, 1999-02-26

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FEBRUARY 26, 1999

REGISTRATION NO. 333-36507
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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. 1 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940 [ ]
Amendment No. 1 [X]
AMERITAS VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-2
AMERITAS VARIABLE LIFE INSURANCE COMPANY
DEPOSITOR

5900 "O" STREET
LINCOLN, NEBRASKA 68510

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

NORMAN M. KRIVOSHA
SECRETARY AND GENERAL COUNSEL
AMERITAS VARIABLE LIFE INSURANCE COMPANY
5900 "O" STREET
LINCOLN, NEBRASKA 68510

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

<TABLE>
<S> <C>
It is proposed that this filing will become effective:

[ ] immediately upon filing pursuant to paragraph b

[X] on May 1, 1999 pursuant to paragraph a of Rule 485

[ ] on ____________ pursuant to paragraph b of Rule 485

If appropriate, check the following box:
</TABLE>

[ ] 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> 2

OVERTURE ACCLAIM!

CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-4

<TABLE>
<CAPTION>
PART A
FORM N-4 ITEM HEADING IN PROSPECTUS
- -------- ---- ---------------------
<S> <C> <C>
Item 1. Cover Page............................... Cover Page
Item 2. Definitions.............................. Definitions
Item 3. Synopsis or Highlights................... Fee Table; Fund Expense Summary; Example
Item 4. Condensed Financial Information.......... Condensed Financial Information;
Performance Data
Item 5. General Description of Registrant,
Depositor, and Portfolio Companies

a) Depositor........................... Ameritas Variable Life Insurance Company

b) Registrant.......................... The Separate Account

c) Portfolio Company................... The Funds

d) Prospectus.......................... The Funds

e) Voting.............................. Voting Rights

f) Administrator....................... N/A
Item 6. Deductions and Expenses

a) Deductions.......................... Fee Table; Charges and Deductions

b) Sales load.......................... Fee Table; Withdrawal Charge

c) Special purchase plans.............. Administrative Charges

d) Commissions......................... Distribution of the Policies

e) Portfolio company deductions and
expenses............................ The Funds; Fee Table: Fund Expense
Summary

f) Registrant's expenses............... N/A
Item 7. General Description of Variable
Annuity Contracts

a) Rights.............................. Policy Features; Annuity Period; General
Provisions; Voting Rights
b) Provisions and limitations.......... Policy Features; Allocation of Premium;
Transfers Among the Portfolios and the
Fixed Account
c) Changes in contracts or
operations.......................... Addition, Deletion, or Substitution of
Investments; Policy Features; 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; Death of Owner;
Annuity Income Options

b) Forms of benefits................... Death of Annuitant; Death of Owner;
Annuity Income Options
</TABLE>

<PAGE> 3

<TABLE>
<CAPTION>
PART A
FORM N-4 ITEM HEADING IN PROSPECTUS
- -------- ---- ---------------------
<S> <C> <C>
Item 10. Purchases and Contract Values
a) Procedures for purchases............ Cover Page; Policy Purchase and Premium
Payment; Allocation of Premium

b) Accumulation unit value............. Accumulation Value

c) Calculation of accumulation unit
value............................... Accumulation Value; Policy Purchase and
Premium Payment

d) Principal underwriter............... Distribution of the Policies
Item 11. Redemptions

a) Redemption procedures............... Withdrawals and Surrenders

b) Texas Optional Retirement Program... N/A

c) Delay............................... Withdrawals and Surrenders; Deferment of
Payment
d) Lapse............................... N/A

e) Revocation rights................... Free Look Privilege
Item 12. Taxes

a) Tax consequences.................... Federal Tax Matters

b) Qualified plans..................... Federal Tax Matters

c) Impact of taxes..................... Tax Charges
Item 13. Legal Proceedings........................ Legal Proceedings
Item 14. Table of Contents for Statement of
Additional Information................... Statement of Additional Information
PART B HEADING IN STATEMENT OF ADDITIONAL
FORM N-4 ITEM INFORMATION
- -------- ----------------------------------------- -----------------------------------------
Item 15. Cover page............................... Cover page
Item 16. Table of Contents........................ Table of Contents
Item 17. General Information and History
a) Name change/Suspended sales......... N/A
b) Attribution of Assets............... N/A
c) Control of Depositor................ General Information and History
Item 18. Services
a) Fees, expenses and costs............ N/A
b) Management-related services......... AVLIC
c) Custodian and independent public
accountant.......................... Safekeeping of Separate Account Assets;
Experts
d) Other custodianship................. N/A
e) Administrative servicing agent...... N/A
f) Depositor as principal
underwriter......................... N/A
Item 19. Purchase of Securities Being Offered
a) Manner of Offering.................. N/A
b) Sales load.......................... N/A
Item 20. Underwriters
a) Depositor or affiliate as principal
underwriter......................... Distribution of the Policy
b) Continuous offering................. Distribution of the Policy
c) Underwriting commissions............ Distribution of the Policy
d) Payments of underwriter............. N/A
Item 21. Calculation of Performance Data.......... Calculation of Performance Data
</TABLE>
<PAGE> 4

<TABLE>
<CAPTION>
PART B
FORM N-4 ITEM HEADING IN STATEMENT OF ADDITIONAL INFORMATION
- -------- ---- ----------------------------------------------
<S> <C> <C>
Item 22. Annuity Payments......................... N/A
Item 23. Financial Statements
a) Registrant.......................... Financial Statements
b) Depositor........................... Financial Statements
</TABLE>
<PAGE> 5

PROFILE OF THE
OVERTURE ACCLAIM!
VARIABLE ANNUITY CONTRACT

MAY 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 26 investment
subaccounts and a Fixed Account of AVLIC. The Policy is intended for retirement
savings or other long-term investment purposes and provides for a death benefit
and guaranteed income options.

This Policy offers 26 subaccounts which are listed below. These subaccounts are
designed to offer a better return than the Fixed Account, however, this is NOT
guaranteed. You can also lose your money.

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

You can put money into any or all of the subaccounts and the Fixed Account. You
can transfer between subaccounts up to 15 times a year without charge. After 15
transfers, the charge is $10 for each additional transfer. There are
restrictions on the Fixed Account.

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

The money you can accumulate during the accumulation phase will determine the
income payments during the income phase.

2. ANNUITY PAYMENTS (THE INCOME PHASE)

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

3. PURCHASE

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

i
<PAGE> 6

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.

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

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

(1) Variable Insurance Products Fund

(2) Variable Insurance Products Fund II

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

5. EXPENSES

The Policy has insurance features and investment features, and there are costs
related to each.

AVLIC currently deducts a $36 policy fee each year from your Policy (guaranteed
to be no more than $40 per year). AVLIC currently waives this charge if the
accumulation value of your Policy is at least $50,000. AVLIC also deducts
insurance charges of an annualized 1.40% of the daily value of your Policy.
Investment charges range from .28% to 1.75% of the average daily value of the
Subaccounts depending upon the Subaccount.

If required by state law, AVLIC will assess a state premium tax charge at the
time of premium receipt or when you make a complete withdrawal or begin
receiving regular income payments. State premium tax ranges from 0% to 3.5%,
depending upon the state.

The following chart is to help you understand the charges in the Policy. The
column "Total Annual Charges" shows no policy fee, based on an assumed average
contract size of $60,000, the 1.40% insurance charge and the investment charge
for each Subaccount. The next two columns show you examples of the charges, in
dollars, you would pay on a $1,000 investment in a Policy that earns 5% annually
if you withdraw your money: (1) at the end of year 1, and (2) at the end of year
10. For year 1, the Total Annual Charges are assessed. For year 10, the example
shows the aggregate of all the annual charges assessed for the first 10 years,
but there is no withdrawal charge.

ii
<PAGE> 7

POLICY EXPENSES

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

<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL
EXPENSES AT END
TOTAL ANNUAL TOTAL ANNUAL TOTAL OF:
INSURANCE PORTFOLIO ANNUAL ------------------
SUBACCOUNT MANAGED BY CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
- --------------------- ------------ ------------ ------- ------ --------
<S> <C> <C> <C> <C> <C>
Fidelity Management & Research Company
VIP Money Market 1.40% 0.31% 1.71% $17 $199
VIP Equity-Income 1.40% 0.57% 1.97% $20 $226
VIP Growth 1.40% 0.67% 2.07% $21 $237
VIP High Income 1.40% 0.71% 2.11% $21 $241
VIP Overseas 1.40% 0.90% 2.30% $23 $260
VIP II Asset Manager 1.40% 0.64% 2.04% $20 $233
VIP II Investment Grade Bond 1.40% 0.58% 1.98% $20 $227
VIP II Asset Manager: Growth 1.40% 0.76% 2.16% $22 $246
VIP II Index 500 1.40% 0.28% 1.68% $17 $195
VIP II Contrafund 1.40% 0.68% 2.08% $21 $238
Fred Alger Management Inc.
Alger American:
Growth 1.40% 0.79% 2.19% $22 $249
Income and Growth 1.40% 0.74% 2.14% $21 $244
Small Capitalization 1.40% 0.89% 2.29% $23 $259
Balanced 1.40% 1.01% 2.41% $24 $271
MidCap Growth 1.40% 0.84% 2.24% $22 $254
Leveraged AllCap 1.40% 1.00% 2.40% $24 $270
Massachusetts Financial Services Company
Emerging Growth 1.40% .87% 2.27% $23 $257
Utilities 1.40% 1.00% 2.40% $24 $270
Global Governments 1.40% 1.00% 2.40% $24 $270
Research 1.40% .88% 2.28% $23 $258
Growth With Income 1.40% 1.00% 2.40% $24 $270
Morgan Stanley Dean Witter Investment
Management Inc.
Emerging Markets Equity 1.40% 1.75% 3.15% $32 $343
Global Equity 1.40% 1.15% 2.55% $26 $285
International Magnum 1.40% 1.15% 2.55% $26 $285
Asian Equity 1.40% 1.20% 2.60% $26 $290
U.S. Real Estate 1.40% 1.10% 2.50% $25 $280
</TABLE>

The charges reflect any expense reimbursement or fee waiver. For more detailed
information, see the Fee Table in the Prospectus.

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.

iii
<PAGE> 8

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.

HISTORICAL PERFORMANCE

<TABLE>
<CAPTION>
SUBACCOUNT MANAGED BY: 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity Management & Research
Company
VIP Money Market............. 4.02% 4.02% 3.95% 4.35% 2.83% 1.81% 2.44% 4.66% 6.58% 7.66%
VIP Equity-Income............ 10.07% 26.34% 12.68% 33.22% 5.58% 16.65% 15.25% 29.59% -16.50% 15.72%
VIP Growth................... 37.44% 21.77% 13.10% 33.49% -1.41% 17.71% 7.80% 43.49% -12.97% 29.65%
VIP High Income.............. -5.67% 16.04% 12.44% 19.01% -3.00% 18.73% 21.45% 33.20% -3.61% -5.52%
VIP Overseas................. 11.45% 10.01% 11.63% 8.16% 0.31% 35.44% -11.97% 6.50% -3.04% 24.03%
VIP II Asset Manager......... 13.42% 18.98% 13.01% 15.34% -7.39% 19.55% 10.16% 20.86% 5.24% --
VIP II Investment Grade
Bond....................... 7.32% 7.55% 1.75% 15.70% -5.09% 9.38% 5.17% -- -- --
VIP II Asset Manager:
Growth..................... 15.84% 23.41% 19.13% -- -- -- -- -- -- --
VIP II Index 500............. 26.53% 30.87% 21.11% -- -- -- -- -- -- --
VIP II Contrafund............ 28.12% 22.43% 19.62% -- -- -- -- -- -- --
Fred Alger Management, Inc.
Alger American:
Growth....................... 45.80% 24.00% 11.76% 34.48% 0.04% 20.76% -- -- -- --
Income and Growth............ 30.54% 34.40% 18.01% 33.26% -9.55% 8.81% -- -- -- --
Small Capitalization......... 13.94% 9.84% 2.72% 42.31% -5.70% 11.70% -- -- -- --
Balanced..................... 29.69% 18.16% 8.62% 26.84% -5.60% -- -- -- -- --
MidCap Growth................ 28.50% 13.41% 10.33% 42.45% -2.90% -- -- -- -- --
Leveraged AllCap............. 55.64% 18.02% 10.50% -- -- -- -- -- -- --
Massachusetts Financial
Services Company
Emerging Growth.............. 32.30% 20.22% 15.38% -- -- -- -- -- -- --
Utilities.................... 16.42% 29.89% 16.87% -- -- -- -- -- -- --
Global Governments........... 6.59% 2.50% 2.57% -- -- -- -- -- -- --
Research..................... 21.67% -- -- -- -- -- -- -- -- --
Growth With Income........... 20.62% -- -- -- -- -- -- -- -- --
Morgan Stanley Dean Witter
Investment Management Inc.
Emerging Markets............. -25.33% -- -- -- -- -- -- -- -- --
Global Equity................ 11.42% -- -- -- -- -- -- -- -- --
International Magnum......... 6.95% -- -- -- -- -- -- -- -- --
Asian Equity................. -8.24% -- -- -- -- -- -- -- -- --
U.S. Real Estate............. -13.28% -- -- -- -- -- -- -- -- --
</TABLE>

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, 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

iv
<PAGE> 9

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:

- - 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.

- - 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.

- - 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.

- - 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:

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

v
<PAGE> 10

PROSPECTUS

[LOGO]

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

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

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:

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

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

* VIP and VIP 11 are collectively referred to as "Fidelity Funds"

THE ALGER AMERICAN FUND
("ALGER AMERICAN FUND")
Alger American Growth
Alger American Income and
Growth
Alger American Small
Capitalization
Alger American Balanced
Alger American MidCap
Growth
Alger American Leveraged
AllCap
MFS VARIABLE INSURANCE
TRUST ("MFS TRUST")
Emerging Growth
Utilities

Global Governments

Research
Growth With Income

MORGAN STANLEY DEAN WITTER

UNIVERSAL FUNDS, INC.

("MORGAN STANLEY FUNDS" OR "MSDW")

Emerging Markets Equity
Global Equity
International Magnum
Asian Equity
U.S. Real Estate

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.

ACCLAIM!
1
<PAGE> 11

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 then 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.

May 1, 1999

ACCLAIM!
2
<PAGE> 12

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS................................................. 5
FEE TABLE................................................... 6
CONDENSED FINANCIAL INFORMATION............................. 12
PERFORMANCE DATA............................................ 13
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............................................. 17
Control of the Policy..................................... 17
Policy Purchase and Premium Payment....................... 17
Allocation of Premium..................................... 18
Accumulation Value........................................ 18
Transfers Among the Portfolios and the Fixed Account...... 19
Systematic Programs....................................... 19
Withdrawals and Surrenders................................ 20
Free Look Privilege....................................... 20
CHARGES AND DEDUCTIONS...................................... 21
Administrative Charges.................................... 21
Mortality and Expense Risk Charge......................... 21
Tax Charges............................................... 22
Fund Investment Advisory Fees and Expenses................ 22
ANNUITY PERIOD.............................................. 23
Annuity Date.............................................. 23
Annuity Income Options.................................... 23
FEDERAL TAX MATTERS......................................... 24
Introduction.............................................. 24
Taxation of Annuities in General.......................... 24
GENERAL PROVISIONS.......................................... 26
Annuitant's Beneficiary................................... 26
Death of Annuitant........................................ 27
Guaranteed Minimum Death Benefit (GMDB) Rider............. 27
Death of Owner............................................ 28
Deferment of Payment...................................... 28
Contestability............................................ 28
Misstatement of Age or Sex................................ 28
Reports and Records....................................... 28
DISTRIBUTION OF POLICIES.................................... 29
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS................ 29
THIRD PARTY SERVICES........................................ 29
VOTING RIGHTS............................................... 29
LEGAL PROCEEDINGS........................................... 30
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.... 30
</TABLE>

ACCLAIM!
3
<PAGE> 13

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

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

ACCLAIM!
4
<PAGE> 14

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. A method of receiving Annuity Payments.

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

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

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

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

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

FUNDS. Fidelity Funds, Alger American Funds, MFS Trust, and 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 no sales load/no surrender charge variable annuity contract offered
by AVLIC and described in this prospectus.

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

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

ACCLAIM!
5
<PAGE> 15

PORTFOLIO. One of the separate investment Portfolios of the Funds in which the
Separate Account invests. Each Portfolio is a Subaccount of Separate Account
VA-2. In this Separate Account VA-2, VIP offers the following portfolios: Money
Market, Equity-Income, Growth, High Income and Overseas. VIP II offers the
following portfolios: Asset Manager, Investment Grade Bond, Asset Manager:
Growth, Index 500, and Contrafund. The Alger American Fund offers the following
portfolios: Alger American Growth, Alger American Income and Growth, Alger
American Small Capitalization, Alger American Balanced, Alger American MidCap
Growth, and Alger American Leveraged AllCap. The MFS Trust offers the following
portfolios or series in connection with this Policy: MFS Emerging Growth, MFS
Utilities, MFS Global Governments, MFS Research and MFS Growth With Income. 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, as amended, such as IRAs and Pension Trusts.

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

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

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

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

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

FEE TABLE

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

<TABLE>
<S> <C>
OWNER TRANSACTION EXPENSES
Sales Load Imposed........................................ None
Surrender Charge.......................................... None
Withdrawal Charge......................................... None
Transfer Fee (after 15 free transfers per Policy year).... $ 10
ANNUAL POLICY FEE (maximum of $40, currently $36, may be
reduced or eliminated).................................... $ 36
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average
account value)
Mortality and Expense Risk Fees (M&E)..................... 1.25%
Daily Administrative Fee (as a percentage of average
account value)......................................... 0.15%
Total Separate Account Annual Expenses.................... 1.40%
</TABLE>

ACCLAIM!
6
<PAGE> 16

FUND EXPENSE SUMMARY

Fee information about the Funds was provided to AVLIC by the Funds. AVLIC has
not independently verified such information. The amount of expenses borne by
each Portfolio for the fiscal year ended December 31, 1998, was as follows:

<TABLE>
<CAPTION>
TOTAL
INVESTMENT (REFLECTING
ADVISORY AND OTHER REIMBURSEMENTS,
PORTFOLIO MANAGEMENT EXPENSES TOTAL IF ANY)
--------- ------------ -------- ----- ---------------
<S> <C> <C> <C> <C>
FIDELITY FUNDS
VIP Money Market............................. .20% .10% .30% .30%
VIP Equity-Income............................ .49% .09% .58% .57%(1)
VIP Growth................................... .59% .09% .68% .66%(1)
VIP High Income.............................. .58% .12% .70% .70%
VIP Overseas................................. .74% .17% .91% .89%(1)
VIP II Asset Manager......................... .54% .10% .64% .63%(1)
VIP II Investment Grade Bond................. .43% .14% .57% .57%
VIP II Asset Manager: Growth................. .59% .14% 73% 72%(1)
VIP II Index 500............................. .24% .11% .35% .28%(2)
VIP II Contrafund............................ .59% .11% .70% .66%(1)
ALGER AMERICAN FUND(2)
Growth....................................... .75% .04% .79% .70%
Income and Growth............................ .625% .075% .70% .70%
Small Capitalization......................... .85% .04% .89% .89%
Balanced..................................... .75% .17% .92% .92%
MidCap Growth................................ .80% .04% .84% .84%
Leveraged AllCap............................. .85% .11% .96% .96%
MFS TRUST
Emerging Growth.............................. .75% .10%(3) .85% .85%
Utilities.................................... .75% .25%(3) 1.00% 1.00%
Global Governments........................... .75% .36%(3) 1.11% 1.01%(4)
Research..................................... .75% .11%(3) .86% .86%
Growth With Income........................... .75% .13%(3) .88% .88%
MSDW UNIVERSAL FUNDS
Emerging Markets Equity(6)................... 0% 1.75% 1.75%
Global Equity(7)............................. 0% 1.15% 1.15%
International Magnum(7)...................... 0% 1.15% 1.15%
Asian Equity(7).............................. 0% 1.20% 1.20%
U.S. Real Estate(7).......................... 0% 1.10% 1.10%
</TABLE>

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

(1) A portion of the brokerage commissions that certain Funds pay was used to
reduce Funds expenses. In addition, certain Funds, 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 and transfer agent expenses. Including these reductions, the total
operating expenses, after reimbursement for Index 500 Portfolio are
presented in the table.

(2) Fred Alger Management, Inc. ("Alger Management") has agreed to reimburse the
portfolios to the extent that the aggregate annual expenses (excluding
interest, taxes, fees for brokerage services and extraordinary expenses)
exceed respectively: Alger American Income and Growth, and Alger American
Balanced, 1.25%; Alger American Small Capitalization, Alger American MidCap
Growth, Alger

ACCLAIM!
7
<PAGE> 17

American Leveraged All Cap, and the Alger American Growth, 1.50%. Included
in "Other Expenses" of Leveraged AllCap is .03% of interest expense.

(3) Each series has an expense offset arrangement which reduces the series'
custodian fee based upon the amount of cash maintained by the series with
its custodian and dividend disbursing agent, and may enter into other such
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the series' expenses). Expenses do not take into account
these expense reductions and are therefore higher than the actual expense of
the series.

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

(6) For the fiscal year ended December 31, 1997 fund's expenses were voluntarily
reduced by the fund's investment adviser. Absent reimbursement the
management fee, other expenses and total expenses would have been 1.25%,
2.87% and 4.12%, respectively.

(7) The fund's expenses were voluntarily reduced by the fund's investment
adviser. Absent reimbursement the management fee, other expenses and total
expenses would have been as follows based on the annualized period January
2, 1997 through December 31, 1997 for Global Equity and International Magnum
portfolios. The U.S. Real Estate and Asian Equity portfolios were based on
the annualized period March 3, 1997 through December 31, 1997. Global
Equity: .80%; 1.63%; and 2.43%. International Magnum: .80%; 1.98%; and
2.78%. U.S. Real Estate: .80%; 1.52%; and 2.32%. Asian Equity: .80%; 2.30%;
and 3.10%.

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

ACCLAIM!
8
<PAGE> 18

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>
VIP Money Market
VIP Equity-Income
VIP Growth
VIP High Income
VIP Overseas
VIP II Asset Manager
VIP II Investment Grade Bond
VIP II Asset Manager: Growth
VIP II Index 500
VIP II Contrafund
Alger American Growth
Alger American Income and Growth
Alger American Small Capitalization
Alger American Balanced
Alger American MidCap Growth
Alger American Leveraged AllCap
MFS Emerging Growth
MFS Utilities
Global Governments
MFS Research
MFS Growth With Income
MSDW Emerging Markets Equity
MSDW Global Equity
MSDW International Magnum
MSDW Asian Equity
MSDW U.S. Real Estate
</TABLE>

ACCLAIM!
9
<PAGE> 19

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.

ACCLAIM!
10
<PAGE> 20

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.

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

ACCLAIM!
11
<PAGE> 21

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>
FIDELITY FUNDS
VIP Money Market................................ 1.00 1.020 1,731,157 1998
VIP Equity-Income............................... 24.86 25.252 21,525 1998
VIP Growth...................................... 35.99 44.573 16,465 1998
VIP High Income................................. 12.65 11.453 7,570 1998
VIP Overseas.................................... 20.87 20.030 8,130 1998
VIP II Asset Manager............................ 16.95 18.034 14,278 1998
VIP II Investment Grade Bond.................... 12.27 12.874 30,851 1998
VIP II Asset Manager: Growth.................... 15.77 16.915 9,676 1998
VIP II Index 500................................ 124.70 140.309 4,843 1998
VIP II Contrafund............................... 20.81 24.275 20,370 1998
ALGER AMERICAN FUND
Growth.......................................... 42.18 52.786 9,718 1998
Income and Growth............................... 11.02 13.030 9,081 1998
Small Capitalization............................ 40.06 43.725 6,525 1998
Balanced........................................ 10.97 12.904 24,516 1998
MidCap Growth................................... 24.72 28.722 5,224 1998
Leveraged AllCap................................ 25.40 34.667 1,689 1998
MFS TRUST
Emerging Growth................................. 18.28 21.327 7,248 1998
Utilities....................................... 18.46 19.686 24,988 1998
Global Governments.............................. 10.34 10.861 188 1998
Research........................................ 17.67 18.923 5,683 1998
Growth With Income.............................. 18.61 19.973 13,411 1998
MSDW UNIVERSAL FUNDS
Emerging Markets................................ 8.69 7.104 10,066 1998
Global Equity................................... 13.32 13.185 7,224 1998
International Magnum............................ 12.40 11.182 2,190 1998
Asian Equity.................................... 4.43 5.230 0 1998
U.S. Real Estate................................ 10.98 9.974 3,264 1998
</TABLE>

ACCLAIM!
12
<PAGE> 22

PERFORMANCE DATA

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

YEAR 2000

Like other insurance companies and their separate accounts, AVLIC and the
Separate Account could be adversely affected if the computer systems they rely
upon do not properly process date-related information and data involving the
years 2000 and after. 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.

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.

ACCLAIM!
13
<PAGE> 23

Ameritas Life and its subsidiaries had total assets at December 31, 1998 of over
$4.1 billion. AmerUs Life had total assets as of December 31, 1998 of over $10.4
billion.

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

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

Ameritas Investment Corp., the principal underwriter of the Policies, may
publish in advertisements and reports to the Owners, the ratings and other
information assigned to Ameritas Life and AVLIC by one or more independent
rating services. The purpose of the ratings is to reflect the financial strength
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 26 Subaccounts within Separate Account VA-2, each investing only in a
corresponding Portfolio of the Funds.

ACCLAIM!
14
<PAGE> 24

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

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

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

<TABLE>
<CAPTION>
FUND INVESTMENT ADVISERS ELIGIBLE PORTFOLIOS
---- ------------------- -------------------
<S> <C> <C>
Fidelity Funds Fidelity Management and VIP Money Market
Research Company VIP Equity-Income
VIP Growth
VIP High Income
VIP Overseas
VIP II Asset Manager
VIP II Investment Grade Bond
VIP II Asset Manager: Growth
VIP II Index 500
VIP II Contrafund
Alger American Fund Fred Alger Management, Inc Alger American Growth
Alger American Income and Growth
Alger American Small
Capitalization
Alger American Balanced
Alger American MidCap Growth
Alger American Leveraged AllCap
</TABLE>

ACCLAIM!
15
<PAGE> 25

<TABLE>
<CAPTION>
FUND INVESTMENT ADVISERS ELIGIBLE PORTFOLIOS
---- ------------------- -------------------
<S> <C> <C>
MFS Trust Massachusetts Financial Services Emerging Growth
Company Utilities
Global Governments
Research
Growth With Income
MSDW Universal Funds Morgan Stanley Emerging Markets Equity
Dean Witter Investment Global Equity
Management Inc. International Magnum
Asian Equity
U.S. Real Estate
</TABLE>

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.

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.

ACCLAIM!
16
<PAGE> 26

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; otherwise to
the Owner's Designated Beneficiary, if living; otherwise to the estate of the
last Owner to die.

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.

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

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

ALLOCATION OF PREMIUM

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

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

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

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

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

ACCUMULATION VALUE

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

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

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

Therefore, the Accumulation Value of your Policy will vary from Valuation Period
to Valuation Period, reflecting the investment experience of the selected
Portfolios of the Funds, the interest earned in the Fixed Account, additional
Premium Payments, withdrawals and the deduction of any charges.
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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 Policyowner is
invested. Each transfer must be at least $250, or the balance of the Portfolio,
if less. You may make unlimited transfers from the Portfolios to the Fixed
Account. During the 30 day period following the Policy anniversary date, you may
also transfer from the Fixed Account to the various Portfolios amounts up to the
greater of: 25% of the Accumulation Value of the Fixed Account; the amount of
any transfer from the Fixed Account during the prior thirteen months; or $1,000.
This provision is not available while dollar cost averaging from the Fixed
Account. The minimum amount that may remain in a Portfolio or the Fixed Account
after a transfer is $100.

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

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

SYSTEMATIC PROGRAMS

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

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

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

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

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The Owner can request participation in the available systematic programs when
purchasing the Policy or at a later date. The Owner can change the allocation
percentage or discontinue any program by sending written notice or calling the
Home Office. Other scheduled programs may be made available. AVLIC reserves the
right to modify, suspend or terminate such programs at any time. 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
Accumulation 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.

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CHARGES AND DEDUCTIONS

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

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

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

ADMINISTRATIVE CHARGES

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

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

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

ADMINISTRATIVE FEE. AVLIC imposes a charge to reimburse it for administrative
expenses in connection with issuing, servicing, and maintaining the Policies.
These expenses include the cost of processing the application and premium
payments, establishing policy records, processing and servicing owner
transactions and policy changes, recordkeeping, preparing and mailing reports,
processing death benefit claims and overhead. The charge is assessed daily and
is equal to an annual rate of .15% of the average daily net assets of 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 1.25% of the value of the average daily net assets of Separate
Account VA-2. This charge is subtracted when determining the daily Accumulation
Unit Price. AVLIC guarantees that this charge will never exceed 1.25%. If this
charge is insufficient to cover assumed risks, the loss will fall on AVLIC.
Conversely, if the charge proves more than sufficient, any excess will be added
to AVLIC's surplus. No M&E charge is imposed on the Fixed Account.

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

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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.

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.

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

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ANNUITY PERIOD

ANNUITY DATE

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

An Annuity Date may only be changed by written request during the Annuitant's
lifetime. Written request to change the Annuity Date must be received at the
AVLIC Home Office at least 30 days before the currently scheduled Annuity Date.
The Annuity Date and Annuity Income Options available for Qualified contracts
may also be controlled by endorsements, the plan, or applicable law.

ANNUITY INCOME OPTIONS

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

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

The Annuity Income Options are shown below. Election of an Annuity Income Option
must be made by written request to AVLIC at least thirty (30) days in advance of
the Annuity Date. If no election is made, payments will be made as a Life
Annuity as shown below. Subject to AVLIC's approval, the Owner (or after the
Annuitant's death, the Annuitant's Beneficiary) may select any other Annuity
Income Option AVLIC then offers. Annuity Income Options are not available to:
(1) an assignee; or (2) any other than a natural person except with AVLIC's
consent.

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

The following Annuity Income Options are currently available:

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

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

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

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

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

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

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

FEDERAL TAX MATTERS

INTRODUCTION

The following discussion is general in nature and is not intended as tax advice.
It is not intended to address the tax consequences resulting from all of the
situations in which a person may be entitled to or may receive a distribution
under a contract. 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 afforded to owners that are not natural persons.
Generally, an owner that is not a natural person must include in income any
increase in excess of the owner's cash value over the owner's "investment in the
policy" during the taxable year, even if no distribution occurs. There are,
however, exceptions to this rule which you may wish to discuss with your tax
counsel. The following discussion applies to Policies owned by natural persons.

The taxable portion of a distribution (in the form of an annuity or lump sum
payment) is taxed as ordinary income, subject to any income averaging rules
applicable to taxpayers generally. For this purpose, the assignment, pledge, or
agreement to assign or pledge any portion of the accumulation value generally
will be treated as a distribution. A transfer of ownership of the policy without
full and adequate consideration will also be treated as a distribution under the
Internal Revenue Code, unless the transfer falls within an exception for
transfers between spouses. Generally, in the case of a withdrawal under a
nonqualified policy, amounts received which are allocable to "investment in the
policy" made after August 13, 1982 are first treated as

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taxable income to the extent that the accumulation value immediately before the
withdrawal exceeds the "investment in the policy" at that time. Any additional
amount is not taxable. If a withdrawal is allocable to "investment in the
policy" made prior to August 14, 1982, it is taxed under the "cost recovery
rule" so that withdrawals are treated as a recovery of "investment in the
policy" until such investment has been fully recovered. Thereafter, withdrawals
are fully taxable as ordinary income. Where a policy contains "investment in the
policy" both before and after the above referenced dates, special ordering rules
apply.

Although the tax consequences may vary depending on the Annuity Income Option
elected under the Policy, in general, only the portion of 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.

In the case of a distribution from a nonqualified policy, a federal penalty tax
may be imposed equal to 10% of the amount treated as taxable income. In general,
however, there is no penalty tax on distributions: (1) made on or after the date
on which the owner is actual age 59 1/2, (2) made 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

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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 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) 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
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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.

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

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.
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DEATH OF OWNER

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

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

If the Owner's interest is payable to (or for the benefit of) the surviving
spouse of the Owner, the Policy may be continued with the surviving spouse
treated as the Owner for purposes of applying the rules described above.

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

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.

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

DISTRIBUTION OF THE POLICIES

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

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

The gross variable annuity compensation received by AIC on AVLIC's variable
annuities was $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.

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

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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 date established by the
Portfolio. Voting instructions will be solicited by written communication prior
to the meeting, in accordance with procedures established by the Funds.

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

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

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

LEGAL PROCEEDINGS

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

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GENERAL INFORMATION AND HISTORY............................. 2
THE POLICY.................................................. 2
GENERAL MATTERS............................................. 8
FEDERAL TAX MATTERS......................................... 9
DISTRIBUTION OF THE POLICY.................................. 11
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS...................... 11
STATE REGULATION............................................ 11
LEGAL MATTERS............................................... 12
OTHER INFORMATION........................................... 12
FINANCIAL STATEMENTS........................................ 12
</TABLE>

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APPENDIX A

QUALIFIED DISCLOSURES

* Information Statement For:

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

* Information Statement For:

401(a) Pension/Profit Sharing Plans

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

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

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

TABLE OF CONTENTS

<TABLE>
<S> <C>
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-
</TABLE>

[LOGO]

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<TABLE>
<S> <C>
INFORMATION STATEMENT
408(b) INDIVIDUAL RETIREMENT ANNUITY (IRA) PLANS
[LOGO] 408(k) SIMPLIFIED EMPLOYEE PENSION (SEP IRA) PLANS
408(p) SAVINGS INCENTIVE MATCH (SIMPLE IRA)
408A ROTH IRA
</TABLE>

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

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

PART 1. PROCEDURE FOR REVOKING THE IRA PLAN:

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

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

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

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

PART II. PROVISIONS OF THE IRA LAW:

AVLIC's OVERTURE ACCLAIM! Variable Annuity (Form 4880), can be used for a
Regular IRA, a Rollover IRA, a Spousal IRA Arrangement, a Simplified Employee
Pension Plan (SEP IRA), a salary reduction Simplified Employee Pension Plan
(SARSEP) or a SIMPLE IRA. A separate policy must be purchased for each
individual under each plan. In addition, AVLIC's Overture ACCLAIM! Variable
Annuity is also 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).

IRA/SEP/SIMPLE/ROTH
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<PAGE> 42

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

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

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

ROTH IRAS: A Roth IRA must be designated as such when it is established.
Eligibility to contribute to a Roth IRA (Regular, Spousal or Conversion) 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 from other Roth
IRAs or from other IRAs if permitted by the policy and endorsement.

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

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

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).

IRA/SEP/SIMPLE/ROTH
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<PAGE> 43

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

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

E. MAXIMUM CONTRIBUTIONS:

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

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

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

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

(2) DIRECT ROLLOVERS are available to participants, surviving spouses and
former spouses who receive eligible rollover distributions from 401(a)
Qualified Retirement Plans or TSAs. Direct Rollovers are made by
instructing the plan trustee, custodian or issuer to pay the eligible
portion of your

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distribution directly to the trustee, custodian or issuer of the
receiving IRA. Direct Rollover amounts are not subject to mandatory
federal income tax withholding.

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

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

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).

REGULAR 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). 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 Regular Roth IRAs (which are
available beginning in the 1998 tax year) this $2,000 limitation is phased
out for adjusted gross incomes between $150,000 and $160,000 for joint
filers; between $95,000 and $110,000 for single taxpayers; and between $0
and $10,000 for married individuals who file separate tax returns. AGI for
this purpose includes any deductible contribution to a Regular IRA, (i.e.,
the deduction is disregarded) but does not include any amount included in
income as a result of a rollover or conversion from a non-Roth IRA to a
Roth IRA.

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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).

CONVERSION ROTH IRA: Beginning in the 1998 tax year, rollovers or
conversions may be made from non-Roth IRAs to a Conversion Roth IRA. To be
eligible to make such a conversion or rollover from a non-Roth IRA, the
taxpayer's adjusted gross income ("AGI") for the taxable year cannot exceed
$100,000 (joint or individual) and he or she must not be married filing a
separate tax return (unless the taxpayer lives apart from his of her spouse
at all times during the year). A rollover from a non-Roth IRA to a
Conversion Roth IRA does not count toward the limit of one rollover per IRA
in any 12-month period under the normal 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 Conversion 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).

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

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considered an "active participant" for purposes of determining your
deduction limit. In addition to the above limits, if your annuity is
maintained under the rules for a SARSEP, the maximum amount of employee
pre-tax contributions which can be made is $7,000 (adjusted for cost of
living increases). After December 31, 1996, new SARSEP plans may not be
established. Employees may, however, continue to make salary reductions to
a SARSEP plan established prior to January 1, 1997. In addition, employees
hired after December 31, 1996 may participate in SARSEP plans established
by their employers prior to 1997.

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

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.

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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 under IRS regulations, unless your spouse is the
designated beneficiary.

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

2. ROTH IRA DISTRIBUTION REQUIREMENTS:

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

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

If you die before you have elected an annuity option or before
distribution of your entire interest in the policy has been made or
begun, your entire interest in your Roth IRA generally must be
distributed by the end of the calendar year which contains the fifth
anniversary of your death (the "five year payout rule"). However, if
there is a designated beneficiary, he or she may elect to receive
distributions over a period not longer than his or her life expectancy
provided the election is made and distributions commence by December 31
of the year following the year of your death. If the beneficiary does not
make this election, the entire benefit will be paid to him or her under
the "five year payout rule". If your designated beneficiary is your
surviving spouse, he or she may elect to delay distributions until the
later of the end of the calendar year following the year in which you
died or the end of the year in which you would have 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.

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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, AVLIC cannot monitor the required
distribution amounts from AVLIC IRAs. Please check with your tax advisor
to verify that you are receiving the proper amount from all of your IRAs.

PART III. RESTRICTIONS AND TAX CONSIDERATIONS:

A. TIMING OF CONTRIBUTIONS: Once you establish an IRA, (including a Regular
Roth or Spousal Roth IRA) contributions must be made by the due date, not
including extensions, for filing your tax return. (Participant Rollovers
must be made within 60 days of your receipt of the distribution.) A
CONTRIBUTION MADE BETWEEN JANUARY 1 AND THE FILING DUE DATE FOR YOUR
RETURN, MUST BE SUBMITTED WITH WRITTEN DIRECTION THAT IT IS BEING MADE FOR
THE PRIOR 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 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 CONVERSION ROTH IRA FOR THAT TAX YEAR. For example, if you wish to
convert a Regular IRA to a Conversion Roth IRA in 1998, the conversion 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.

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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:

<TABLE>
<CAPTION>
YEAR MARRIED FILING JOINTLY SINGLE/HEAD OF HOUSEHOLD
---- ---------------------- ------------------------
AGI AGI
<S> <C> <C> <C>
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
</TABLE>

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 AVLIC DOES NOT KEEP A RECORD OF THESE FOR
YOU. THIS INFORMATION WILL BE NECESSARY TO DOCUMENT THAT THE CONTRIBUTIONS
WERE MADE ON A NON-DEDUCTIBLE BASIS AND THEREFORE, ARE NOT TAXABLE UPON
DISTRIBUTION.

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

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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. 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

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deduction has been taken for the contribution to the first IRA; the
contribution to the first IRA was the result of a tax-free transfer or; the
original contribution was an employer contribution to a SIMPLE or SEP IRA.

RECONVERSION RULES:

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

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

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

EXCESS CONTRIBUTIONS TO A CONVERSION ROTH IRA: If you are ineligible and
convert a Regular IRA to a Conversion Roth IRA, all or a part of the amount
you convert may be an excess contribution. (Examples may include
conversions made when your Roth AGI exceeds $100,000 or because you fail to
timely make the rollover contribution from the Regular IRA to the
Conversion Roth IRA). In tax years after 1999,

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you may also have an excess contribution if your conversion is a "failed
conversion" that is not timely corrected. You will have an excess
contribution if the ineligible amounts you convert and the contributions
you make to all your IRAs for the tax year exceed your IRA contribution
limits for the year. To avoid the 6% excise tax on excess contributions,
you must withdraw the excess contributions plus earnings before the due
date of your tax return (plus extensions) or recharacterize the
contribution, if permitted (SEE PART III. F. RECHARACTERIZATION OF IRA AND
ROTH IRA CONTRIBUTIONS ABOVE).

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

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

J. TAXABILITY OF ROTH IRA DISTRIBUTIONS: "Qualified distributions" from a Roth
IRA are not included in the taxpayer's gross income and are not subject to
the additional ten percent (10%) early withdrawal penalty tax. To be a
"qualified distribution," the distribution must satisfy a five-year holding
period and meet one of the following four requirements: (1) be made on or
after the date on which the individual attains age 59 1/2; (2) be made to
a beneficiary or the individual's estate on or after the individual's
death; (3) be attributable to the individual being disabled; or (4) be a
distribution to pay for a "qualified" first-time home purchase (up to a
lifetime limit of $10,000). The five-year holding period for escaping
inclusion in income begins with the first day of the tax year in which any
contribution (including a conversion from a Regular IRA) is made to a Roth
IRA of the taxpayer. If the Roth IRA owner dies, this 5-taxable-year period
is not redetermined for the Roth IRA while it is held in the name of a
beneficiary or a surviving spouse who treats the decedent's Roth IRA as his
or her own. However, a surviving spouse who treats the Roth IRA as his or
her own, must receive any distributions as coming from the surviving
spouse's own Roth IRA, thus it cannot be treated as being received by a
beneficiary on or after the owner's death for purposes of determining
whether the distribution is a "qualified distribution".

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

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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 Conversion Roth 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 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, and if you receive a
distribution of conversion amounts within the five-year period beginning
with the year in which the conversion occurred, any amounts distributed
that were taxable as a conversion in the year of conversion) prior to the
attainment of age 59 1/2, except for: (1) distributions made to a
beneficiary on or after the owner's death; (2) distributions attributable
to the owner's being disabled as defined in Code Section 72(m)(7); (3)
distributions that are part of a series of substantially equal periodic
payments (made at least annually) for the life of the annuitant or the
joint lives of the annuitant and his or her beneficiary; (4) distributions
made on or after January 1, 1997 for medical expenses which exceed 7.5% of
the annuitant's adjusted gross income; (5) distributions made on or after
January 1, 1997, to purchase health insurance for the individual and/or his
or her spouse and dependents if he or she: (a) has received unemployment
compensation for 12 consecutive weeks or more; (b) the distributions are
made during the tax year that the unemployment compensation is paid or the
following tax year; and (c) the individual has not been re-employed for 60
days or more; (6) distributions made on or after January 1, 1998 for
certain qualified higher education expenses of the taxpayer, the taxpayer's
spouse, or any child or grandchild of the taxpayer or the taxpayer's
spouse; or (7) qualified first-time home buyer distributions made on or
after January 1, 1998 (up to a lifetime maximum of $10,000) used within 120
days of withdrawal to buy, build or rebuild a first home that is the
principal residence of the individual, his or her spouse, or any child,
grandchild, or ancestor of the individual or spouse. Generally, the part of
a distribution attributable to non-deductible contributions is not
includable in income and is not subject to the 10% penalty. (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.

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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.

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

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Service on Form 8606. Form 5329 is required to be filed to the Service by
you to report and remit any penalty or excise taxes. Consult the
instructions to your tax return or your tax advisor for additional
reporting requirements that may apply.

R. TAX ADVICE: AVLIC is providing this general information as required by
regulations issued under the Internal Revenue Code and assumes no
responsibility for its application to your particular tax situation. Please
consult 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 AMERITAS IRA PLAN:

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

PART V. FINANCIAL DISCLOSURE:

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

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

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

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

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

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

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

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

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

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

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

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

TAXES: AVLIC will, where such taxes are imposed by state law upon the receipt of
a premium payment, deduct premium taxes. If premium taxes are imposed upon
annuitization, AVLIC will deduct applicable premium taxes at that time.
Applicable premium tax rates depend upon such factors as the policyowner's

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current state of residency, and the insurance laws and the status of AVLIC in
states where premium taxes are incurred. Currently, premium taxes range from 0%
to 3.5% of the premium paid. Applicable premium tax rates are subject to change
by legislation, administrative interpretations, or judicial acts. The owner will
be notified of any applicable premium taxes.

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

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

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

[LOGO]
- --------------------------------------------------------------------------------

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

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

COMMISSIONS, FEES AND CHARGES

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

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

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

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

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

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

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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.

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.

Pension
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QD-19
<PAGE> 60

PART B REGISTRATION NO. 333-36507

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

OFFERED BY

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

This Statement of Additional Information expands upon subjects discussed in the
current Prospectus for the Flexible Premium Variable Annuity Policy ("Policy")
offered by Ameritas Variable Life Insurance Company ("AVLIC"). You may obtain a
copy of the Prospectus dated May 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: May 1, 1999

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<PAGE> 61

TABLE OF CONTENTS

<TABLE>
<S> <C>
GENERAL INFORMATION AND HISTORY............................. 2
THE POLICY.................................................. 2
Accumulation Value........................................ 2
Value of Accumulation Units............................... 2
Calculation of Performance Data........................... 3
GENERAL MATTERS............................................. 8
The Policy................................................ 8
Non-Participating......................................... 8
Assignment................................................ 8
Annuity Data.............................................. 9
Ownership................................................. 9
Joint Annuitant........................................... 9
IRS Required Distributions................................ 9
FEDERAL TAX MATTERS......................................... 9
Taxation of AVLIC......................................... 9
Tax Status of the Policies................................ 10
Qualified Policies........................................ 10
DISTRIBUTION OF THE POLICY.................................. 11
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS...................... 11
AVLIC....................................................... 11
STATE REGULATION............................................ 11
LEGAL MATTERS............................................... 12
OTHER INFORMATION........................................... 12
FINANCIAL STATEMENTS........................................ 12
</TABLE>

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<PAGE> 62

GENERAL INFORMATION AND HISTORY:

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

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

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

THE POLICY

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

ACCUMULATION VALUE

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

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

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

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

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

VALUE OF ACCUMULATION UNITS

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

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

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

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

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

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

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<PAGE> 63

CALCULATION OF PERFORMANCE DATA

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

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 Series or by rating services,
companies, publications or other persons who rank separate accounts or other
investment products on overall performance or other criteria, and (ii) the
effect of tax deferred compounding on a subaccount's investment returns, or
returns in general, which may be illustrated by graphs, charts, or otherwise,
and which may include a comparison, at various points in time, of the return
from an investment in a contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a taxable basis.

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

TOTAL RETURN

Total returns quoted in advertising reflect all aspects of a subaccount's
return, including the automatic reinvestment by the separate account of all
distributions and any change in the subaccount's value over the period. Average
annual returns are calculated by determining the growth or decline in value of a
hypothetical historical investment in the subaccount over a stated period, and
then calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative return of 100% over ten
years would produce an average
ACCLAIM!
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<PAGE> 64

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.

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

<TABLE>
<CAPTION>
TEN YEAR OR
SINCE OFFERED IN
SUBACCOUNT SEPARATE
PORTFOLIOS INCEPTION DATE ONE YEAR FIVE YEAR ACCOUNT
---------- -------------- -------- --------- ----------------
<S> <C> <C> <C> <C>
FIDELITY VIP
Equity-Income............................. 10/23/87 6.47% 14.25% 11.32%*
Growth.................................... 10/23/87 33.84% 16.94% 15.43%*
High Income............................... 10/23/87 -9.27% 3.97% 6.63%*
Overseas.................................. 10/23/87 7.85% 4.75% 5.63%*
FIDELITY VIP II
Asset Manager............................. 12/01/89 9.82% 6.74% 8.91%
Inv. Grade Bond........................... 6/01/91 3.72% 1.59% 3.65%
Asset Manager: Growth..................... 8/01/95 12.24% NA 16.00%
Index 500................................. 8/01/95 22.93% NA 23.54%
Contrafund................................ 8/01/95 24.52% NA 18.71%
ALGER AMERICAN FUND
Growth.................................... 5/01/92 42.20% 19.08% 19.95%
Income and Growth......................... 5/01/92 26.94% 16.82% 14.99%
Small Capitalization...................... 5/01/92 10.34% 8.32% 11.16%
Balanced.................................. 5/01/93 26.09% 11.45% 11.85%
MidCap Growth............................. 5/01/93 24.90% 14.28% 19.55%
Leveraged AllCap.......................... 8/01/95 52.05% NA 23.23%
MFS VARIABLE INS. TRUST
Emerging Growth........................... 8/01/95 28.70% NA 22.30%
Utilities................................. 8/01/95 12.82% NA 20.04%
Global Governments........................ 8/01/95 2.99% NA -0.77%
Research.................................. 5/01/97 18.08% NA 21.23%
Growth With Income........................ 5/01/97 17.02% NA 23.38%
</TABLE>

ACCLAIM!
-4-
<PAGE> 65

<TABLE>
<CAPTION>
TEN YEAR OR
SINCE OFFERED IN
SUBACCOUNT SEPARATE
PORTFOLIOS INCEPTION DATE ONE YEAR FIVE YEAR ACCOUNT
---------- -------------- -------- --------- ----------------
<S> <C> <C> <C> <C>
MORGAN STANLEY DEAN WITTER UNIVERSAL
FUNDS, INC.
Emerging Markets Equity................... 5/01/97 -28.87% NA -17.09%
Global Equity............................. 5/01/97 7.81% NA 13.13%
International Magnum...................... 5/01/97 3.35% NA 4.59%
Asian Equity.............................. 5/01/97 -11.84% NA -34.66%
U.S. Real Estate.......................... 5/01/97 -16.88% NA 1.97%
</TABLE>

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

* 10 Year Figure

PERFORMANCE

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

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

<TABLE>
<CAPTION>
10 YEARS OR
PORTFOLIOS INCEPTION ONE YEAR FIVE YEAR LIFE OF FUND
---------- --------- -------- --------- ------------
<S> <C> <C> <C> <C>
FIDELITY VIP
Equity-Income.................................. 10/9/86 10.07% 17.13% 14.01%*
Growth......................................... 10/9/86 37.44% 20.03% 17.73%*
High Income.................................... 9/19/85 -5.67% 7.28% 9.53%*
Overseas....................................... 1/28/87 11.45% 8.22% 8.57%*
FIDELITY VIP II
Asset Manager.................................. 9/6/89 13.42% 10.25% 11.41%
Inv. Grade Bond................................ 12/5/88 7.32% 5.22% 6.83%*
Asset Manager: Growth.......................... 1/3/95 15.84% NA 19.72%
Index 500...................................... 8/27/92 26.53% 22.01% 19.47%
Contrafund..................................... 1/3/95 28.12% NA 26.83%
</TABLE>

ACCLAIM!
-5-
<PAGE> 66

<TABLE>
<CAPTION>
10 YEARS OR
PORTFOLIOS INCEPTION ONE YEAR FIVE YEAR LIFE OF FUND
---------- --------- -------- --------- ------------
<S> <C> <C> <C> <C>
ALGER AMERICAN FUND
Growth......................................... 1/9/89 45.80% 22.15% 20.36%
Income and Growth.............................. 11/15/88 30.54% 20.07% 14.01%*
Small Capitalization........................... 9/21/88 13.94% 11.53% 18.18%*
Balanced....................................... 9/5/89 26.69% 14.80% 10.47%
MidCap Growth.................................. 5/3/93 28.50% 17.34% 21.79%
Leveraged AllCap............................... 1/25/95 55.64% NA 37.42%
MFS VARIABLE INS. TRUST
Emerging Growth................................ 7/24/95 32.30% NA 24.78%
Utilities...................................... 1/3/95 16.42% NA 23.65%
Global Governments............................. 6/14/94 6.59% NA 4.15%
Research....................................... 7/26/95 21.67% NA 20.81%
Growth With Income............................. 10/9/95 20.62% NA 24.21%
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS,
INC.
Emerging Markets Equity........................ 10/1/96 -25.33% NA -13.60%
Global Equity.................................. 1/2/97 11.42% NA 14.90%
International Magnum........................... 1/2/97 6.95% NA 6.41%
Asian Equity................................... 3/3/97 -8.24% NA -30.65%
U.S. Real Estate............................... 3/3/97 -13.28% NA 0.63%
</TABLE>

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

* 10 Year Figure

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

ACCLAIM!
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<PAGE> 67

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.

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

<TABLE>
<CAPTION>
10 YEARS OR
PORTFOLIOS INCEPTION ONE YEAR FIVE YEAR LIFE OF FUND
- ---------- --------- -------- --------- ------------
<S> <C> <C> <C> <C>
FIDELITY VIP
Equity-Income.................................. 10/9/86 10.07% 120.43% 271.28%*
Growth......................................... 10/9/86 37.44% 149.16% 412.17%*
High Income.................................... 9/19/85 (5.67)% 42.12% 148.64%*
Overseas....................................... 1/28/87 11.45% 48.42% 127.62%*
FIDELITY VIP II
Asset Manager.................................. 9/6/89 13.42% 62.90% 173.93%
Inv. Grade Bond................................ 12/5/88 7.32% 28.97% 93.74%*
Asset Manager: Growth.......................... 1/3/95 15.84% NA 105.24%
Index 500...................................... 8/27/92 26.53% 170.35% 209.39%
Contrafund..................................... 1/3/95 28.12% NA 158.40%
ALGER AMERICAN FUND
Growth......................................... 1/9/89 45.80% 171.89% 536.00%
Income and Growth.............................. 11/15/88 30.54% 149.57% 271.17%*
Small Capitalization........................... 9/21/88 13.94% 72.54% 431.76%*
Balanced....................................... 9/5/89 29.69% 99.35% 153.15%
MidCap Growth.................................. 5/3/93 28.50% 122.42% 205.48%
Leveraged AllCap............................... 1/25/95 55.64% NA 249.23%
MFS VARIABLE INS. TRUST
Emerging Growth................................ 7/24/95 32.30% NA 114.21%
Utilities...................................... 1/3/95 16.42% NA 133.47%
Global Governments............................. 6/14/94 6.59% NA 20.30%
Research....................................... 7/26/95 21.67% NA 91.44%
Growth With Income............................. 10/9/95 20.62% NA 101.44%
MORGAN STANLEY DEAN WITTER
UNIVERSAL FUNDS, INC.
Emerging Markets Equity........................ 10/1/96 (25.33)% NA (27.95)%
Global Equity.................................. 1/2/97 11.42% NA 31.91%
International Magnum........................... 1/2/97 6.95% NA 13.20%
Asian Equity................................... 3/3/97 (8.24)% NA (48.77)%
U.S. Real Estate............................... 3/3/97 (13.28)% NA 1.15%
</TABLE>

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

* 10 Year Figure

The net average yield for the 7-day period ended December 31, 1998 for the Money
Market Fund was 3.53% and the net effective yield for the 7-day period ended
December 31, 1998 for the Money Market Fund was 3.59%.

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

ACCLAIM!
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<PAGE> 68

losses. Yields are annualized and stated as a percentage. Yields do not reflect
the impact of any contingent deferred sales load.

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

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

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

ACCLAIM!
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<PAGE> 69

interest of an assignee. Any amount paid to the assignee shall be paid in one
sum, not withstanding any settlement agreement in effect at the time the
assignment was executed. AVLIC shall not be liable as to any payment or other
settlement made by AVLIC before receipt of written notice.

ANNUITY DATA

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

OWNERSHIP

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

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

JOINT ANNUITANT

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

IRS REQUIRED DISTRIBUTIONS

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

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

ACCLAIM!
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<PAGE> 70

separately as a "regulated investment company" under Subchapter M of the Code.
Investment income and realized net capital gains on the assets of the Separate
Account are reinvested and are taken into account in determining the Policy
values. As a result, such investment income and realized net capital gains are
automatically retained as part of the reserves under the Policy. Under existing
federal income tax law, AVLIC believes that Separate Account investment income
and realized net capital gains should not be taxed to the extent that such
income and gains are retained as part of the reserves under the Policy.

TAX STATUS OF THE POLICIES

Section 817(h) of the Code provides in substance that Section 72 of the Code
will not apply and AVLIC will not be treated as the owner of the assets of the
Separate Account unless the investments made by the Separate Account are
"adequately diversified" in accordance with regulations prescribed by the
Secretary of Treasury (the "Treasury"). If the segregated account is not
"adequately diversified" any increase in the value of a variable annuity
contract will be taxed to the owner currently. The Separate Account, through the
Funds, intends to comply with the diversification requirements prescribed by
Treasury regulations which affect how the Funds' assets may be invested.
Although AVLIC does not control the Funds, it has entered into an agreement
regarding participation in the Funds, which requires the Funds to be operated in
compliance with the requirements prescribed by the Treasury.

QUALIFIED POLICIES

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

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

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

ACCLAIM!
-10-
<PAGE> 71

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

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

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

SAFEKEEPING OF SEPARATE ACCOUNT ASSETS

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

AVLIC

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

STATE REGULATION

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

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

ACCLAIM!
-11-
<PAGE> 72

LEGAL MATTERS

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

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.

ACCLAIM!
-12-
<PAGE> 73

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 74
- --------------------------------------------------------------------------------

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.

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

<PAGE> 75
- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
<PAGE> 76
- --------------------------------------------------------------------------------
<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>
$ 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>

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

<PAGE> 77
- --------------------------------------------------------------------------------

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.

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

<PAGE> 78
- --------------------------------------------------------------------------------

<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>
$ -- $ 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>

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

<PAGE> 79
- --------------------------------------------------------------------------------

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.

- --------------------------------------------------------------------------------
<PAGE> 80
- -------------------------------------------------------------------------------

<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>
$ -- $ 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>

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

<PAGE> 81
- --------------------------------------------------------------------------------
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

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

<PAGE> 82
- --------------------------------------------------------------------------------
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.

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

<PAGE> 83
- --------------------------------------------------------------------------------
<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>
$ (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>

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

<PAGE> 84
- --------------------------------------------------------------------------------
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.

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

<PAGE> 85
- --------------------------------------------------------------------------------
<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>

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

<PAGE> 86
- --------------------------------------------------------------------------------
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.

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

<PAGE> 87
- --------------------------------------------------------------------------------
<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>
$ (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>

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

<PAGE> 88
- --------------------------------------------------------------------------------
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.

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

<PAGE> 89

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 90
- --------------------------------------------------------------------------------
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.

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

<PAGE> 91
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
<PAGE> 92

<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>

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

<PAGE> 93

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

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

<PAGE> 94

<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>

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

<PAGE> 95

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

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

<PAGE> 96

<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>

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

<PAGE> 97

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 98

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 99

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 100

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 101

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 102
- --------------------------------------------------------------------------------

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 identifiable and distinguishable from
other assets and liabilities of the Company. Assets are reported at fair value.

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

<PAGE> 103

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)
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.

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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 104
- --------------------------------------------------------------------------------

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)
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.

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

<PAGE> 105

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>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 106

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 107

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 108
- --------------------------------------------------------------------------------

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 employees, interest
cost, and gains and losses arising from differences between actuarial
assumptions and actual experience. Total Company

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

<PAGE> 109
- --------------------------------------------------------------------------------

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)
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 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.

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

<PAGE> 110

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)
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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 111

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.
<PAGE> 112

b) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
(1) -- Resolution of Board of Directors of Ameritas Variable
Life Insurance Company establishing Ameritas Variable
Life Insurance Company Separate Account VA-2.***
(2) -- Not applicable.
(3)(a) -- Principal Underwriting Agreement.***
(3)(b) -- Form of Selling Agreement.*
(4) -- Form of Variable Annuity Contract.
(5) -- Form of Application for Variable Annuity Contract.
(6)(a) -- Articles of Incorporation of Ameritas Variable Life
Insurance Company.**
(6)(b) -- Bylaws of Ameritas Variable Life Insurance Company.****
(7) -- Not applicable.
(8)(a) -- Participation Agreement (MFS).*
(8)(b) -- Participation Agreement (Fidelity).**
(8)(c) -- Participation Agreement (Alger American)**
(8)(d) -- Participation Agreement (Morgan Stanley )*
(9) -- Opinion and consent of Norman M. Krivosha.
(10)(a) -- Independent Auditors' Consent. (To Be Filed)
(11) -- No financial statements are omitted from Item 23.
(12) -- Not applicable
(13) -- Not applicable
</TABLE>

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

* Incorporated by reference to initial registration statement for Ameritas
Variable Life Insurance Company, Separate Account V File No. 333-15585,
filed on November 5, 1996.

** Incorporated by reference to pre-effective amendment to registration
statement for Ameritas Variable Life Insurance Company, Separate Account V
File No. 333-15585, filed on January 17, 1997.

*** Incorporated by reference to initial registration statement for Ameritas
Variable Life Insurance Company, Separate Account VA-2, File No. 333-36507,
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.

-2-
<PAGE> 113

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR.

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
------------------ --------------------
<S> <C>
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
Michael G. Fraizer** Director
Charles J. Cavanaugh* Senior Vice President, National Sales Manager
Ashok Chawla** Vice President -- Fixed Annuity Investments
Brian J. Clark** Vice President -- Fixed Annuity Product Development
Joseph K. Haggerty** Assistant General Counsel
Jon C. Headrick* Treasurer
Sandra K. Holmes** Vice President -- Fixed Annuity Customer Service
Kenneth R. Jones* Vice President -- Corporate Compliance and Assistant
Secretary
Norman M. Krivosha* Secretary and General Counsel
Cynthia J. Lavelle* Vice President -- Product, Operations and Technology
William W. Lester* Vice President, Investment Marketing -- AVLIC
JoAnn M. Martin* Controller
Sheila Sandy** Assistant Secretary
Kevin Wagoner** Assistant Treasurer
</TABLE>

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

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

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

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.

-3-
<PAGE> 114

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

[GRAPH]

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 126 contractowners.

ITEM 28. INDEMNIFICATION

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

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

Section 21-2004 of the Nebraska Business Corporation Act, in general, allows a
corporation to indemnify any director, officer, employee or agent of the
corporation for amounts paid in settlement actually and reasonably incurred by
him or her in connection with an action, suit or proceeding, if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interest of the corporation, and, with

-4-
<PAGE> 115

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.

-5-
<PAGE> 116

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

<TABLE>
<S> <C>
Lawrence J. Arth*........................... Director and Chairman of the Board
Kenneth C. Louis*........................... Director, Senior Vice President
Gary R. McPhail**........................... Director, Senior Vice President
Norman M. Krivosha*......................... 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
Jon C. Headrick*............................ 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 -- Retail Sales Manager
</TABLE>

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

* Principal business address: Ameritas Investment Corp., 5900 "O" Street,
Lincoln, Nebraska 68510.

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

*** Principal business address: Ameritas Investment Corp., 440 Regency Parkway
Drive, Suite 222, Omaha, Nebraska 68114.

<TABLE>
<CAPTION>
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 Corp.("AIC")..... $16,155,328 $0 $26,502 $345,657
(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.
-6-
<PAGE> 117

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.

-7-
<PAGE> 118

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 requirement for effectiveness of this Post-Effective Amendment
No. 1 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 February,
1999

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

AMERITAS VARIABLE LIFE INSURANCE
COMPANY, Depositor

Attest: /s/ NORMAN M. KRIVOSHA By: /s/ LAWRENCE J. ARTH
- ----------------------------------------------------- ----------------------------------------------
Secretary Chairman of the Board
</TABLE>

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.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ LAWRENCE J. ARTH Director, Chairman of the February 26, 1999
- ----------------------------------------------------- Board and Chief Executive
Lawrence J. Arth Officer

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

/s/ KENNETH C. LOUIS Director, Executive Vice February 26, 1999
- ----------------------------------------------------- President
Kenneth C. Louis

/s/ GARY R. MCPHAIL Director, Executive Vice February 26, 1999
- ----------------------------------------------------- President
Gary R. McPhail

/s/ MICHAEL G. FRAIZER Director February 26, 1998
- -----------------------------------------------------
Michael G. Fraizer

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

/s/ JON C. HEADRICK Treasurer February 26, 1999
- -----------------------------------------------------
Jon C. Headrick

/s/ NORMAN M. KRIVOSHA Secretary and General February 26, 1999
- ----------------------------------------------------- Counsel
Norman M. Krivosha

/s/ JOANN M. MARTIN Controller February 26, 1999
- -----------------------------------------------------
JoAnn M. Martin
</TABLE>
<PAGE> 119

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1999
REGISTRATION NO. 333-36507
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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> 120

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
-------
<C> <S>
4 -- Form of Variable Annuity Contract
5 -- Form of Application for Variable Annuity Contract
9 -- Opinion and Consent of Norman M. Krivosha
</TABLE>

<PAGE> 1

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

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

ANNUITANT FIELD(1)
POLICY NUMBER FIELD(3)

POLICY TYPE VARIABLE ANNUITY
-------------------------------------------------------------------

Flexible Premium Deferred Variable Annuity Policy.
Annuity Payments Are Fixed and Begin On the Annuity Date.
Death Benefit Payable On The Annuitant's Death Prior
To The Annuity Date. Non-participating.

THIS POLICY'S ACCUMULATION VALUE IN THE SEPARATE ACCOUNT IS BASED ON THE
INVESTMENT EXPERIENCE OF THAT ACCOUNT, AND MAY INCREASE OR DECREASE DAILY. IT IS
NOT GUARANTEED AS TO DOLLAR AMOUNT.

Ameritas Variable Life Insurance Company agrees to pay the income, as described
in this policy, to the Annuitant if the Annuitant is living on the Annuity Date
and if this policy is then in force. A death benefit is payable upon death of
the Annuitant prior to the Annuity Date.

/s/ W.J. Atherton /s/ Norman M. Krivosha
- ----------------------------------- ----------------------------------
President Secretary

"NOTICE OF TEN-DAY RIGHT TO EXAMINE POLICY"

You are urged to read this policy carefully. If, after examination, you are
dissatisfied with it for any reason, you may return it to the selling agent or
to Ameritas Variable Life Insurance Company at P.O. Box 82550, Lincoln, Nebraska
68501-2550, within ten days from the date of delivery of the policy to you. If
allowed by state law, the amount of the refund will equal the premiums paid less
withdrawals, adjusted by investment gains and losses. Otherwise, the amount of
the refund will be equal to the gross premiums paid less withdrawals.

Please read and carefully check the copy of the application attached to this
policy. This application is a part of your policy and this policy was issued on
the basis that the answers to all questions and the information shown on this
application are true and complete. If any information shown on it is not true
and complete, to the best of your knowledge, please notify Ameritas Variable
Life Insurance Company of Lincoln, Nebraska, within ten days from the date of
delivery of the policy to you.

[AMERITAS LOGO]

Form 4880
=============================================================================

<PAGE> 2

POLICY SCHEDULE

Annuitant: John D Specimen Policy Number: 2109004162

Issue Age - Sex: 35 Male Policy Date: January 1, 1998

Initial Premium: $25,000.00 Annuity Date: January 1, 2048

Owner: John D Specimen Day of Allocation: 13th calendar
day after issue
date

<PAGE> 3

LIST OF SUBACCOUNTS AND PORTFOLIOS

Each subaccount of the Ameritas Variable Life Insurance Company (AVLIC) Separate
Account VA-2 invests in a specific portfolio of the following funds:

Fidelity Variable Insurance Products Fund ("Fidelity VIP")
Fidelity Variable Insurance Products Fund II ("Fidelity VIP II")
Alger American Fund ("Alger")
MFS Variable Insurance Trust ("MFS")
Morgan Stanley Universal Funds, Inc. ("Morgan Stanley")

<TABLE>
<CAPTION>
INITIAL
CORRESPONDING ALLOCATION OF
FUND PORTFOLIO SUBACCOUNT NET PREMIUMS
<S> <C> <C> <C>
Fidelity VIP Money Market Money Market Subaccount 0%
Equity-Income Equity-Income Subaccount 0%
Growth Growth Subaccount 50%
High Income High Income Subaccount 0%
Overseas Overseas Subaccount 0%
Fidelity VIP II Asset Manager Asset Manager Subaccount 0%
Investment Grade Bond Investment Grade Bond Subaccount 0%
Asset Manager: Growth Asset Manager: Growth Subaccount 0%
Index 500 Index 500 Subaccount 0%
Contrafund Contrafund Subaccount 0%
Alger Growth Growth Subaccount 0%
Income and Growth Income and Growth Subaccount 0%
Small Capitalization Small Capitalization Subaccount 0%
Balanced Balanced Subaccount 50%
MidCap Growth MidCap Growth Subaccount 0%
Leveraged AllCap Leveraged AllCap Subaccount 0%
MFS Emerging Growth Emerging Growth Subaccount 0%
Utilities Utilities Subaccount 0%
World Governments World Governments Subaccount 0%
Research Research Subaccount 0%
Growth With Income Growth With Income Subaccount 0%
Morgan Stanley Emerging Markets Equity Emerging Markets Equity Subaccount 0%
Global Equity Global Equity Subaccount 0%
International Magnum International Magnum Subaccount 0%
Asian Equity Asian Equity Subaccount 0%
U.S. Real Estate U.S. Real Estate Subaccount 0%

Net premiums may also be allocated to the AVLIC Fixed Account.

AVLIC Fixed Account 0%

</TABLE>

<PAGE> 4

SCHEDULE OF CREDITS AND CHARGES

Effective Annual Interest Rate: The guaranteed effective annual interest
rate credited on the accumulation
value in the Fixed Account is 3%.

Annual Policy Fee: The maximum guaranteed Annual Policy Fee
is $40. In the first policy year, the
current Annual Policy Fee is $36.

The Annual Policy Fee is deducted on the
last valuation date of the policy year or
at the time of a full withdrawal.

We may waive the Annual Policy Fee if your
accumulation value on the last valuation
date of the policy year exceeds an amount
which we declare annually.

Percent of Premium Charge: None

Daily Administrative Fee: .0004098%* of accumulation value

Daily Mortality and
Expense Risk Charge: .0034153%** of accumulation value

Withdrawal Charge: None

* Equivalent to an annual rate of .15% of the average daily net assets of the
account.

** Equivalent to an annual rate of 1.25% of the average daily net assets of the
account.

<PAGE> 5

This page left intentionally blank.

<PAGE> 6

POLICY SCHEDULE

Annuitant: John D Specimen Policy Number: 2109004162

Issue Age - Sex: 35 Male Policy Date: January 1, 1998

Initial Premium: $25,000.00 Annuity Date: January 1, 2048

Owner: John D Specimen Day of Allocation: 13th calendar day
after issue date

<PAGE> 7

LIST OF SUBACCOUNTS AND PORTFOLIOS

Each subaccount of the Ameritas Variable Life Insurance Company (AVLIC) Separate
Account VA-2 invests in a specific portfolio of the following funds:

<TABLE>
<CAPTION>
INITIAL
CORRESPONDING ALLOCATION OF
FUND PORTFOLIO SUBACCOUNT NET PREMIUMS
<S> <C> <C> <C>
Fidelity VIP Money Market Money Market Subaccount 0%
Equity-Income: Service Class Equity-Income: Service Class Subaccount 0%
Growth: Service Class Growth: Service Class Subaccount 50%
High Income: Service Class High Income: Service Class Subaccount 0%
Overseas: Service Class Overseas: Service Class Subaccount 0%
Fidelity VIP II Asset Manager: Service Class Asset Manager: Service Class Subaccount 0%
Investment Grade Bond Investment Grade Bond Subaccount 0%
Asset Manager: Growth: Service Class Asset Manager: Growth: Service Class Subaccount 0%
Index 500 Index 500 Subaccount 0%
Contrafund: Service Class Contrafund: Service Class Subaccount 0%
Alger Growth Growth Subaccount 0%
Income and Growth Income and Growth Subaccount 0%
Small Capitalization Small Capitalization Subaccount 0%
Balanced Balanced Subaccount 0%
MidCap Growth MidCap Growth Subaccount 50%
Leveraged AllCap Leveraged AllCap Subaccount 0%
MFS Emerging Growth Emerging Growth Subaccount 0%
Utilities Utilities Subaccount 0%
World Governments World Governments Subaccount 0%
Research Research Subaccount 0%
Growth With Income Growth With Income Subaccount 0%
Morgan Stanley Emerging Markets Equity Emerging Markets Equity Subaccount 0%
Global Equity Global Equity Subaccount 0%
International Magnum International Magnum Subaccount 0%
Asian Equity Asian Equity Subaccount 0%
U.S. Real Estate U.S. Real Estate Subaccount 0%

Net premiums may also be allocated to the AVLIC Fixed Account.

AVLIC Fixed Account 0%

</TABLE>

<PAGE> 8

SCHEDULE OF CREDITS AND CHARGES

Effective Annual Interest Rate: The guaranteed effective annual interest
rate credited on the accumulation value
in the Fixed Account is 3%.

Annual Policy Fee: The maximum guaranteed Annual Policy Fee
is $40. In the first policy year, the
current Annual Policy Fee is $0.

The Annual Policy Fee is deducted on the
last valuation date of the policy year or
at the time of a full withdrawal.

We may waive the Annual Policy Fee if your
accumulation value on the last valuation
date of the policy year exceeds an amount
which we declare annually.

Percent of Premium Charge: None

Daily Administrative Fee: .0004098%* of accumulation value

Daily Mortality and
Expense Risk Charge: .0021857%** of accumulation value

Withdrawal Charge: Total withdrawals in a policy year which
exceed the greater of 10% of the
accumulation value or accumulated earnings
will be subject to a withdrawal charge. The
charge is based on the premiums paid prior
to the time of the withdrawal in accordance
with the table below.

Years Charge as
since receipt of each a % of each
Premium Payment Premium Payment
--------------- ---------------
1 8%
2 8%
3 8%
4 7%
5 7%
6 6%
7 5%
8 4%
9 2%
10 + 0%

If a withdrawal charge is assessed at the time of a withdrawal, it will be an
amount based on a percentage of each premium payment. After any accumulated
earnings are withdrawn, premiums will be withdrawn in the order in which they
are paid. The withdrawal charge for each premium is based on the table shown
above.

A withdrawal charge will not apply if the accumulation value is applied to
annuity income option c or d (see Section 11.2) at least two years after the
last premium payment. If premiums have been paid within two years of
annuitization based on those options, the withdrawal charge will be based only
on those premiums.

* Equivalent to an annual rate of .15% of the average daily net assets of the
account.

** Equivalent to an annual rate of .80% of the average daily net assets of the
account.

<PAGE> 9

This page left intentionally blank.

<PAGE> 10

TABLE OF CONTENTS

POLICY SCHEDULE PAGES

INTRODUCTION..................................................................4

SECTION 1. DEFINITIONS .......................................................4

SECTION 2. GENERAL PROVISIONS.................................................6

2.1 The Policy and Its Parts........................................6
2.2 Non-Participating...............................................6
2.3 Contestability..................................................6
2.4 Misstatement of Age or Sex......................................6
2.5 When This Policy Terminates.....................................6
2.6 Annual Report...................................................6
2.7 Postponement of Payments........................................7

SECTION 3. PREMIUM PAYMENTS...................................................7

3.1 Initial Premium.................................................7
3.2 Subsequent Unscheduled Premiums.................................7
3.3 Where to Pay Premiums...........................................7
3.4 Allocation of Premiums..........................................7

SECTION 4. THE OWNER
AND THE BENEFICIARY................................................8

4.1 The Owner.......................................................8
4.2 The Annuitant's Beneficiary.....................................8
4.3 Assigning the Policy............................................8

SECTION 5. SEPARATE ACCOUNT....................................................8

5.1 The Separate Account............................................8
5.2 The Subaccounts.................................................9
5.3 Valuation of Assets.............................................9
5.4 Transfers Among Subaccounts
and the Fixed Account...........................................9
5.5 The Funds......................................................10
5.6 Portfolio Changes..............................................10

<PAGE> 11

SECTION 6. THE FIXED ACCOUNT................................................10

6.1 The Fixed Account..............................................10
6.2 Transfers Among the Fixed Account
and the Subaccounts............................................10

SECTION 7. VALUES ..........................................................11

7.1 How Accumulation Value
of the Policy is Determined....................................11
7.2 Accumulation Value of the Subaccounts..........................11
7.3 Net Asset Value................................................11
7.4 Subaccount Unit Value..........................................11
7.5 Accumulation Value of the Fixed Account........................12
7.6 Interest Credits...............................................12
7.7 Charges Under the Policy.......................................12

SECTION 8. WITHDRAWALS .....................................................13

8.1 Partial Withdrawals............................................13
8.2 Full Withdrawal................................................14

SECTION 9. BENEFITS OF THIS
ANNUITY POLICY...................................................14

9.1 Annuity Benefits...............................................14
9.2 Death Benefits.................................................15

SECTION 10. DEATH OF THE OWNER...............................................15

10.1 If You Die Prior to the Annuity Date...........................15
10.2 Special Spouse Rules...........................................16
10.3 If You Die On or After the Annuity Date........................16

SECTION 11. ANNUITY INCOME OPTIONS...........................................16

11.1 Payment Option Rules...........................................16
11.2 Description of Options.........................................17
11.3 Basis of Payment...............................................17

SECTION 12. NOTES ON OUR
COMPUTATIONS.....................................................17

<PAGE> 12

INTRODUCTION

This is a flexible premium variable annuity policy. The accumulation value
varies according to the value of the Subaccounts plus the amounts held in the
Fixed Account. It will pay a monthly annuity payment for the life of the
Annuitant or for the period selected. Annuity payments do not vary according to
the value of the Subaccounts. Annuity payments start on the annuity date.

If the Annuitant dies before the annuity date, a death benefit will be paid to
the Annuitant's Beneficiary. If the Annuitant dies after the annuity date, any
unpaid payments certain will be paid to the Annuitant's Beneficiary. If the
Owner and Annuitant are different and the Owner should die prior to the annuity
date, certain provisions are required. See Section 10. The Owner and Annuitant
are named in the policy schedule pages.

SECTION 1. DEFINITIONS

Whenever used in this policy:

"Accumulation value" means the value of all amounts accumulated under the policy
prior to the annuity date.

"Annuitant" means the person upon whose life expectancy this policy is written.
The Annuitant may also be the Owner of this policy.

"Annuitant's Beneficiary" means the person to whom any benefits are due upon the
Annuitant's death.

"Annuity date" means the date on which annuity payments begin. It is shown in
the policy schedule pages.

"Annuity income option" means one of several ways in which annuity payments may
be made. The dollar amount of each annuity payment will not change over time,
unless the interest payment option is selected.

"Annuity payment" means one of a series of payments made under an annuity income
option.

"Cash surrender value" means the accumulation value minus the annual policy fee
and any withdrawal charge.

"Death Benefit" is the amount payable to the Annuitant's Beneficiary should the
Annuitant die prior to the annuity date. It will be equal to the accumulation
value as of the date satisfactory proof of death is received, or the total
premiums paid less any previous partial withdrawals, whichever is greater.
However, this amount may be limited in accordance with the "Misstatement of Age
or Sex" provision. See Section 2.4.

<PAGE> 13

"Fixed Account" is the account which consists of general account assets of
Ameritas Variable Life Insurance Company which Company which support annuity and
insurance obligations.

"Funds" means the fund or funds available as funding vehicles on the policy
date, or as later changed by us and disclosed by the Prospectus. The Funds and
their respective portfolios which are available on the policy date are shown in
the policy schedule pages. The Funds have several portfolios. There is a
portfolio that corresponds to each of the Subaccounts of the Separate Account.

"Home Office" means our administrative office at P.O. Box 82550, Lincoln,
Nebraska 68501-2550.

"Issue Date" means the date that all financial, contractual, and administrative
requirements have been completed and processed. The issue date will be shown on
the confirmation notice sent to you.

"Owner's Designated Beneficiary": If you (the Owner) and the Annuitant are not
the same individual, this is the person you may designate to take policy
ownership upon your death.

"Net Premium" means the premium payment less the premium tax, if imposed by the
state in which this policy is delivered and less the percent of premium charge.

"NYSE" means the New York Stock Exchange.

"Policy date" means the date set forth in the policy that is used to determine
policy anniversary dates and policy years. The policy date is also used to
figure the start of the contestability period.

"Satisfactory due proof of death" means all of the following submitted to the
Home Office: (1) a certified copy of the death certificate; (2) a Claimant
Statement; (3) the policy; and (4) any other information that we may require to
establish the validity of the policy.

"SEC" means the Securities and Exchange Commission.

"Separate Account" means the Separate Account identified in the policy schedule
pages. The Separate Account consists of assets set aside by us, the investment
performance of which is kept separate from that of our general assets.

"Subaccount" means that portion of the Separate Account which invests in shares
of mutual funds or any other investment portfolios which we determine to be
suitable for this policy's purposes.

"Valuation date" means each day on which the NYSE is open for trading.

"Valuation period" means 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 NYSE on the next succeeding valuation date.

"We", "us", and "our" means Ameritas Variable Life Insurance Company.

"You" and "your" means the Owner of this policy.

<PAGE> 14

SECTION 2. GENERAL PROVISIONS

2.1 THE POLICY AND ITS PARTS

This policy is a legal contract between you and us. It is issued in return for
the application and payment in advance of the premiums shown in the policy
schedule pages. The policy, application, any supplemental applications,
endorsements, riders and amendments are the entire contract. No change in this
policy will be valid unless it is in writing, attached to this policy, and
approved by one of our officers. We reserve the right to make any modification
to conform the policy to, or to give the Owner the benefit of, any federal or
state statute or any rule or regulation thereunder. No agent may change this
policy or waive any of its provisions.

2.2 NON-PARTICIPATING

This policy is non-participating. In other words, no dividends will be paid
under this policy.

2.3 CONTESTABILITY

We cannot contest the validity of this policy after the policy date.

2.4 MISSTATEMENT OF AGE OR SEX

If the age or sex of the Annuitant has been misstated, we will adjust the
benefits and amounts payable under this policy.

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

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

2.5 WHEN THIS POLICY TERMINATES

This policy will terminate on the earliest of these conditions: (a) you withdraw
the full cash surrender value; (b) you die and any cash surrender value due has
been paid; (c) the Annuitant dies and any death benefit due has been paid; or
(d) annuity income option payments being made cease.

2.6 ANNUAL REPORT

Within 30 days after each policy anniversary, we will mail you an annual report
that shows the progress of the policy. It will show the accumulation value as of
the policy anniversary. The report will also show any premiums paid and charges
made during the policy year. You may ask for a report like this at any time. We
have a right to charge a fee for each report other than the report we send out
once a year.

<PAGE> 15

2.7 POSTPONEMENT OF PAYMENTS

We will usually pay any amounts payable from the Separate Account as a result of
a full or a partial withdrawal within seven (7) days after we receive your
written request in our Home Office in a form satisfactory to us. We can postpone
such payments or any transfers of amounts between Subaccounts or into the Fixed
Account if:

(1) NYSE is closed other than customary weekend and holiday closings or
trading on the NYSE is restricted as determined by the SEC; or

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

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

We may defer the payment of a full or a partial withdrawal from the Fixed
Account for up to six months from the date we receive your written request.

SECTION 3. PREMIUM PAYMENTS

3.1 INITIAL PREMIUM

The initial premium for the policy is shown in the policy schedule pages.

3.2 SUBSEQUENT UNSCHEDULED PREMIUMS

All premiums after the initial premium may be paid at any time. Except for the
initial premium payments, no premiums must be paid to keep this policy in force.
However, we reserve the right to limit the number of premium payments in any
calendar year. You can decide the amount of each premium, however we reserve the
right not to accept any payment of less than $1,000. We will also not accept
total premiums of more than $1 million under all annuity contracts issued by us
having the same Annuitant, without our prior approval.

3.3 WHERE TO PAY PREMIUMS

Each premium after the initial premium is payable at our Home Office. Upon
request, a receipt signed by our Secretary or an Assistant Secretary will be
given for any premium payment.

3.4 ALLOCATION OF PREMIUMS

On the issue date, we will allocate premiums to the Money Market Subaccount. The
accumulation value is allocated to the Subaccounts or to the Fixed Account in
accordance with the allocations you have selected as of the Day of Allocation
shown in the policy schedule pages.

<PAGE> 16

Any subsequent premiums will be allocated in accordance with your instructions.
You may change the allocation of later premiums without charge. The allocation
will apply to future premiums after we receive the change. The Separate Account,
Subaccounts and Fixed Account are described in Sections 5 and 6.

SECTION 4. THE OWNER AND
THE BENEFICIARY

4.1 THE OWNER

While the Annuitant is living, you have all the benefits, rights and privileges
under this policy. These include naming the Owner's Designated Beneficiary,
changing the Annuitant's Beneficiary, assigning this policy, enjoying all the
policy benefits, and exercising all policy options.

If you are not the Annuitant, you should name your designated beneficiary who
will become the Owner if you die before the Annuitant. If you die before the
Annuitant and there is no Owner's Designated Beneficiary, ownership will pass to
your estate.

4.2 THE ANNUITANT'S BENEFICIARY

The Annuitant's Beneficiaries will receive the death benefit, if any, upon the
Annuitant's death. You can name primary and contingent beneficiaries. Your
original beneficiary choice is shown in the attached application. You may change
the beneficiary during the Annuitant's lifetime. We do not limit the number of
changes that may be made. To make the change, we must receive a completed Change
of Beneficiary form and any other forms required by the Home Office. The change
will take effect as of the date we record it at the Home Office, even if the
Annuitant dies before we do so. We will not be liable for any payment made or
action taken before the change is recorded in our Home Office.

4.3 ASSIGNING THE POLICY

You may assign this policy. For an assignment to bind us, we must receive a
signed copy in the Home Office. We are not responsible for the validity of any
assignment.

SECTION 5. SEPARATE ACCOUNT

5.1 THE SEPARATE ACCOUNT

The Ameritas Variable Life Insurance Company Separate Account VA-2 ("Separate
Account") is a unit investment trust registered with the SEC under the
Investment Company Act of 1940. It is also subject to the laws of Nebraska. We
own the assets of the Separate Account and keep them separate from the assets of
our general account.

<PAGE> 17

The assets of the Separate Account will be available to cover the liabilities of
our general account only to the extent that the assets of the Separate Account
exceed the liabilities of the Separate Account arising under the variable
annuity policies supported by the Separate Account.

If we deem it to be in the best interests of owners, and subject to any
approvals that may be required under applicable law: (1) The Separate Account
may be operated as a management company under the Investment Company Act of
1940, or (2) it may be deregistered under that Act if registration is no longer
required, or (3) it may be combined with other separate accounts. To the extent
permitted by law, we may also transfer the assets of the Separate Account
associated with the policies to another Separate Account.

5.2 THE SUBACCOUNTS

The Separate Account has several Subaccounts. We list them in the policy
schedule pages. You determine, using percentages, how the premium will be
allocated among the Subaccounts. You may choose to allocate nothing to a
particular Subaccount. You may not choose a fractional percent. The allocations
to the Subaccounts along with allocations to the Fixed Account must total 100%.
The assets of each Subaccount will be used to buy shares in a corresponding
portfolio of the funding vehicles designated in the policy schedule pages. (See
Section 5.5, "The Funds"). Income and realized and unrealized gains or losses
from the assets of each Subaccount of the Separate Account are credited to or
charged against that Subaccount without regard to income, gains or losses in the
other Subaccounts of the Separate Account, in our general account or in any
other separate accounts. We reserve the right to establish additional
Subaccounts, each of which would invest in shares of the Funds or in shares of
another funding vehicle. We may establish new Subaccounts or eliminate one or
more Subaccounts if marketing needs, tax considerations or investment conditions
warrant. Any new Subaccounts may be made available to existing owners on a basis
to be determined by us.

5.3 VALUATION OF ASSETS

We will determine the value of the assets of each Subaccount at the close of
trading on the NYSE on each valuation date.

5.4 TRANSFERS AMONG SUBACCOUNTS AND THE FIXED ACCOUNT

You may transfer amounts among Subaccounts and into the Fixed Account as often
as you wish in a policy year. The transfer will take effect at the end of the
valuation period during which the transfer request is received at our Home
Office.

The first 15 transfers per policy year between the Subaccounts and/or the Fixed
Account will be allowed free of charge. Thereafter, a $10 charge may be deducted
from the amount transferred.

Each transfer must be for a minimum of $250 or the balance in the Subaccount, if
less. The minimum amount which can remain in a Subaccount as a result of a
transfer is $100. Any amount below this minimum will be included in the amount
transferred.

Transfers may be subject to additional restrictions by the Funds.

<PAGE> 18

5.5 THE FUNDS

The word Fund or Funds, where we use it in this policy without qualification,
means the funding vehicles designated in the policy schedule pages. The Funds
bear their own expenses. The Funds may have several portfolios; there is a
portfolio that corresponds to each of the Subaccounts of the Separate Account.
We list these portfolios in the policy schedule pages.

5.6 PORTFOLIO CHANGES

A portfolio of a Fund might, in our judgment, become unsuitable for investment
by a Subaccount. This might happen because of a change in investment policy,
because of a change in laws or regulations, because the shares are no longer
available for investment, or for some other reason. If that occurs, we have the
right to substitute another portfolio of the Fund, or to invest in another fund.
We would first notify the SEC and, where required, seek approval from the
insurance department of the state where this policy is delivered. You will be
notified of any material change in the investment policy of any portfolio in
which you have an interest.

SECTION 6. THE FIXED ACCOUNT

6.1 THE FIXED ACCOUNT

Net premiums allocated to and transfers to the Fixed Account under the policy
become part of the general account assets of Ameritas Variable Life Insurance
Company which support annuity and insurance obligations. The Fixed Account
includes all of Ameritas Variable Life Insurance Company's assets, except those
assets segregated in separate accounts. Ameritas Variable Life Insurance Company
maintains the sole discretion to invest the assets of the Fixed Account, subject
to applicable law.

You determine, using percentages, how the net premium will be allocated to the
Fixed Account. You may choose to allocate nothing to the Fixed Account. You may
not choose a fractional percent. The allocations to the Fixed Account along with
allocations to the Subaccounts must total 100%.

6.2 TRANSFERS AMONG THE FIXED ACCOUNT AND THE SUBACCOUNTS

You may transfer into the Fixed Account from the Subaccounts at any time during
the policy year.

You may make one transfer out of the Fixed Account to any of the other
Subaccounts only during the 30 day period following each policy anniversary.

The allowable transfer amount out of the Fixed Account is limited to the greater
of:

1. 25% of the Fixed Account balance; or

2. any Fixed Account transfer which occurred during the prior 13 months; or

3. $1,000.

Transfers into or from the Fixed Account will be subject to the same minimums
and charges that are applied to transfers among the Subaccounts.

<PAGE> 19

SECTION 7. VALUES

7.1 HOW ACCUMULATION VALUE OF THE POLICY IS DETERMINED

The accumulation value of the policy on the issue date is equal to the initial
premium received, reduced by applicable premium taxes.

The accumulation value of this policy on a valuation date is equal to the total
of the values in each Subaccount and the Fixed Account, plus any net premium
received on that valuation date but not yet allocated.

7.2 ACCUMULATION VALUE OF THE SUBACCOUNTS

To compute the accumulation value held in the Subaccounts on any valuation date,
we multiply each Subaccount's unit value (defined in Section 7.4 below) by the
number of Subaccount units allocated to the policy.

The number of Subaccount units will increase when:

a. Net premiums are credited to that Subaccount; or

b. Transfers from other Subaccounts or the Fixed Account are credited
to that Subaccount.

The number of Subaccount units will decrease when:

a. A partial withdrawal, including any withdrawal charge, is taken
from that Subaccount; or

b. A transfer, and its charge, is made from that Subaccount to other
Subaccounts or the Fixed Account; or

c. We deduct the annual policy fee.

Each transaction above will increase or decrease the number of Subaccount units
allocated to the policy by an amount equal to the dollar value of the
transaction divided by the unit value as of the valuation date of the change.

7.3 NET ASSET VALUE

The net asset value of the shares of each portfolio of the Fund is determined
once daily as of the close of business of the New York Stock Exchange on days
when the Exchange is open for business. The net asset value is determined by
adding the values of all securities and other assets of the portfolio,
subtracting liabilities and expenses and dividing by the number of outstanding
shares of the portfolio. Expenses, including the investment advisory fee payable
to the Investment Advisor, are accrued daily.

7.4 SUBACCOUNT UNIT VALUE

For each Subaccount, the value of an accumulation unit (unit value) was set when
the Subaccount was established. The unit value of each Subaccount reflects the
investment performance of that Subaccount. The unit value may increase or
decrease from one valuation date to the next.

<PAGE> 20

The unit value of each Subaccount on any valuation date shall be calculated as
follows:

a. The per share net asset value of the corresponding Fund portfolio
on the valuation date times the number of shares held by the
Subaccount, before the purchase or redemption of any shares on that
date; minus

b. The daily administrative fee; minus

c. The daily mortality and expense risk charge; divided by

d. The total number of units held in the Subaccount on the valuation
date before the purchase or redemption of any units on that date.

When transactions are made, the actual dollar amounts are converted to
accumulation units. The number of accumulation units for a transaction is found
by dividing the dollar amount of the transaction by the unit value as of the
valuation date.

7.5 ACCUMULATION VALUE OF THE FIXED ACCOUNT

The accumulation value of the Fixed Account on a valuation date is equal to:

a. The preceding month's ending value; plus

b. The net premiums credited to the Fixed Account; plus

c. Any transfers from the Subaccounts credited to the Fixed Account;
minus

d. Any partial withdrawals, including any withdrawal charge, taken
from the Fixed Account; minus

e. Any transfers and their charges made from the Fixed Account; plus

f. Interest credits; minus

g. Any annual policy fee due.

7.6 INTEREST CREDITS

We guarantee that the accumulation value in the Fixed Account will be credited
with the effective annual interest rate shown in the policy schedule pages. We
may, at our discretion, credit a higher current rate of interest.

7.7 CHARGES UNDER THE POLICY

The following charges are deducted under the policy:

(1) Annual Policy Fee - an annual charge, equal to the amount listed in the
policy schedule pages. The charge will be deducted from the Subaccounts
and the Fixed Accounts in the same proportion as the balances held in the
Subaccounts and the Fixed Accounts. We may waive the Annual Policy Fee if
your accumulation value on the last valuation date of the policy year
exceeds an amount which we declare annually.

<PAGE> 21

(2) Daily Administrative Fee - a charge equal to the percentage listed in the
policy schedule pages. This charge is deducted from the Subaccounts only
and not from the Fixed Account.

(3) Taxes - where imposed by state law upon the receipt of a premium payment,
a charge will be made on the date of the payment. If imposed upon
withdrawal or annuitization, a charge equal to the amount due will be
deducted prior to withdrawal or annuitization. We reserve the right to
charge for state or local taxes or for federal income tax, if any taxes
become attributable to the Separate Account. If any tax should become
applicable to this policy, you will be advised of the amount of such tax
and its effect upon any payments made.

(4) Daily Mortality and Expense Risk Charge - a charge listed in the policy
schedule pages. This charge is deducted from the Subaccounts only and not
from the Fixed Account.

(5) Withdrawal Charge - This policy may or may not assess withdrawal charges.
See the policy schedule pages.

(6) Percent of Premium Charge - a charge equal to the percentage listed in
the policy schedule pages. Any charge is deducted upon the receipt of a
premium payment on the date of the payment.

SECTION 8. WITHDRAWALS

You may request partial withdrawals or a full withdrawal at any time before the
annuity date. Any amount withdrawn will be paid to you in a lump sum unless you
elect to be paid under an annuity income option.

8.1 PARTIAL WITHDRAWALS

Partial withdrawals can be categorized as either "elective" or "systematic".
Elective partial withdrawals must be elected by you. Systematic partial
withdrawals can be made automatically after the initial allocation date. You may
elect systematic withdrawals in accordance with our rules. Payouts under a
systematic withdrawal may be on monthly, quarterly, semi-annual or annual mode.

All partial withdrawals, elective and systematic, are subject to the following
rules:

a. The minimum partial withdrawal amount is $250.

b. The cash surrender value remaining after a partial withdrawal must
be at least $1,000.

c. Request for withdrawal must be made in writing, on a form approved
by us.

d. A partial withdrawal is considered irrevocable.

e. Partial withdrawals, either elective or systematic, may be subject
to a withdrawal charge. See the policy schedule pages.

<PAGE> 22

8.2 FULL WITHDRAWAL

If you elect a full withdrawal, the amount payable is the accumulation value
reduced by the annual policy fee and any withdrawal charge. The accumulation
value is determined as of the date we receive your written request for full
withdrawal.

SECTION 9. BENEFITS OF THIS
ANNUITY POLICY

This section describes the annuity benefits and how they work. It also describes
what happens if the Annuitant dies.

9.1 ANNUITY BENEFITS

This policy will pay a monthly annuity payment to the Annuitant for the life of
the Annuitant. The payments start on the annuity date. The amount of the monthly
annuity payment is based on the cash surrender value as of the annuity date and
the annuity income option elected by you.

When Annuity Payments Start

1. Annuity payments start on the annuity date. The normal annuity date is
the later of:

a. the policy anniversary nearest the Annuitant's 85th birthday; or

b. the fifth policy anniversary.

2. You may change the annuity date, either advance or defer it, subject
to the following:

a. Your request must be in writing and received by us at least 30
days in advance.

b. The annuity date may only be changed during the lifetime of the
Annuitant and prior to the annuity date.

c. You may not defer the annuity date to a date beyond the policy
anniversary nearest the Annuitant's 95th birthday.

How Annuity Payments are Made

1. Frequency - Annuity payments are made monthly starting on the annuity
date.

2. Minimum Amount - The minimum amount of annuity payment we will make is
$20. If the annuity payment amount is less than $20, we have the right to
pay the cash surrender value in a lump sum or to change the frequency.

3. Proof - We may require proof of the Annuitant's age before making the
first annuity payment. From time to time, we may require proof that
the Annuitant is living.

<PAGE> 23

4. Options - Subject to the above, you decide how the annuity payments
should be paid. You have a choice of certain payment options. These are
called annuity income options and are described in Section 11. If you do
not choose an option, we will make the annuity payments according to
Annuity Income Option c, Life Annuity.

9.2 DEATH BENEFITS

Death of the Annuitant Prior to the Annuity Date

If the Annuitant dies prior to the annuity date, we will pay the death benefit
to the Annuitant's Beneficiary.

1. Amount - The death benefit is calculated as of the date we receive at the
Home Office satisfactory due proof of death. The amount of the death
benefit will equal the greater of:

a. The accumulation value; or

b. Total premiums paid less any previous partial withdrawals and any
withdrawal charges.

2. Payment - The death benefit will be paid as a lump sum cash benefit
unless you elect an annuity income option for the beneficiary. If you do
not elect an annuity income option and a cash benefit has not already
been made, the Annuitant's Beneficiary may make this election after the
Annuitant's death.

Death of the Annuitant On or After the Annuity Date

If the Annuitant dies on or after the annuity date, the remaining portion of any
unpaid annuity benefits due will be paid to the Annuitant's Beneficiary based on
the annuity income option in effect at the time of death.

SECTION 10. DEATH OF THE OWNER
Required Distributions Under IRC 72(s)

Unless otherwise specified, this Section assumes that the Annuitant and Owner
are not the same person.

10.1 IF YOU DIE PRIOR TO THE ANNUITY DATE

If you die prior to the annuity date, ownership of this policy will pass to the
Owner's Designated Beneficiary. If you have not named an Owner's Designated
Beneficiary, ownership will pass to your estate.

Section 72(s) of the Internal Revenue Code has special rules regarding the
distribution of the cash surrender value of this policy if you, the Owner, die

<PAGE> 24

before the annuity date. We will calculate the cash surrender value as of the
first date we receive at the Home Office a written request for distribution from
any of the Owner's Designated Beneficiary. For purposes of this Section only,
this amount will be called the distribution amount.

Under Section 72(s), the entire distribution amount must be distributed for tax
purposes within five years of your death. However, Section 72(s) will allow
distribution over a period longer than five years but only if all of the
following conditions are met:

1. You have named an Owner's Designated Beneficiary.

2. The Owner's Designated Beneficiary is an individual person or persons.

3. The Owner's Designated Beneficiary takes the distribution amount as an
annuity payable to himself or herself or for his or her benefit.

4. The first payment of the annuity is to be paid to the Owner's Designated
Beneficiary within one year of your death or such later date as
prescribed by federal regulations.

5. The entire distribution amount must be paid out over the lifetime of the
Owner's Designated Beneficiary or over a period not extending beyond his
or her life expectancy. Also for purposes of Section 72(s) of the
Internal Revenue Code and this section, if the Owner of the policy is
not an individual, death of the Annuitant shall be treated as death of
the Owner, as will changing the Annuitant under this policy.

10.2 SPECIAL SPOUSE RULES

If your spouse is named as the Owner's Designated Beneficiary, or in those cases
where you are both the Owner and the Annuitant and your spouse is named the
Annuitant's Beneficiary, the special distribution rules of Section 72(s)
described above will apply by treating your spouse as the original Owner of the
policy. Your spouse may elect to continue the policy in force until the earlier
of their death or the annuity date.

10.3 IF YOU DIE ON OR AFTER THE ANNUITY DATE

If you die on or after the annuity date, annuity benefits continue to be paid to
the Annuitant under the annuity income option in effect on your date of death.

SECTION 11. ANNUITY INCOME OPTIONS

11.1 PAYMENT OPTION RULES

All or part of the cash surrender value may be placed under one or more annuity
income options. If annuity payments are to be paid under more than one option,
we must be told what part of the cash surrender value is to be paid under each
option. The annuity income option must be made by written request and received
by us at least 30 days in advance of the annuity date. If no election is made,
payments will be made as an annuity under Option c, Life Annuity. Subject to our
approval, you may select any other annuity income option we then offer.

<PAGE> 25

Annuity income options are not available to: (1) an assignee; or (2) any other
than a natural person except with our consent.

11.2 DESCRIPTION OF OPTIONS

Annuity income options aii., b., c. and d. are offered as fixed annuity options.
This means that the amount of each annuity payment will be set on the annuity
date and will not change.

ANNUITY INCOME OPTIONS:

ai. Interest Payment - We will hold any amount applied under this option.
Interest on the unpaid balance will be paid or credited each month at
a rate determined by us.

aii. Designated Amount Annuity - Monthly annuity payments will be for an
agreed fixed amount. Payments continue until the amount we hold
runs out.

b. Designated Period Annuity - Monthly annuity payments are paid for a
period certain as elected up to 20 years.

c. Life Annuity - Monthly annuity payments are paid for the life of an
Annuitant, ceasing with the last annuity payment due prior to his or her
death. Variations provide for payments to be guaranteed to continue
beyond the lifetime of that person for a fixed period of time. One
variation assures that at least the original amount is returned in
benefits (cash refund). However, under all options, payments will
continue as long as the named person is alive.

d. Joint and Last Survivor Annuity - Monthly annuity payments are paid
based on the lives of two annuitants. Benefits cease with the last
annuity payment due prior to the survivor's death.

11.3 BASIS OF PAYMENT

The rate of interest payable under option ai, aii, and b will be guaranteed at
3% compounded yearly. Payments under option c and d will be based on a 3%
interest rate combined with the 1983 Table "a" Individual Annuity Table,
projected 17 years.

We may, at the time of election of an annuity income option, offer more
favorable rates in lieu of the guaranteed rates specified in the Annuity Tables.

SECTION 12. NOTES ON OUR COMPUTATIONS

We have filed a detailed statement of method we use to compute policy values and
benefits with the state where this policy was delivered. The accumulation
values, cash surrender values and the death benefit of this policy are not less
than those required by the laws of that state. Cash surrender values and
reserves are calculated in accordance with the Standard Non-Forfeiture and
Valuation Laws of the state in which this policy is delivered.

<PAGE> 26
TABLES OF SETTLEMENT OPTIONS

TABLE B (OPTION b) TABLE D (OPTION d)
Monthly Installments for Monthly Installments for each $1,000 of Net
each $1,000 of Net Proceeds Proceeds

<TABLE>
<CAPTION>
MALE & MALE & MALE & MALE & MALE &
YEARS MONTHLY YEARS MONTHLY AGE FEMALE AGE FEMALE AGE FEMALE AGE FEMALE AGE FEMALE
- ---------------------------- -------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 84.47 11 5.86 40 3.16 50 3.50 60 4.05 70 5.07 80 7.08
2 42.86 12 8.24 41 3.19 51 3.54 61 4.13 71 5.21 81 7.37
3 28.99 13 7.71 42 3.22 52 3.59 62 4.21 72 5.36 82 7.69
4 22.06 14 7.26 43 3.25 53 3.63 63 4.29 73 5.53 83 8.03
5 17.91 15 6.87 44 3.28 54 3.68 64 4.38 74 5.70 84 8.40
- ---------------------------- -------------------------------------------------------------------
6 15.14 16 6.53 45 3.31 55 3.74 65 4.48 75 5.89 85 8.79
7 13.16 17 6.23 46 3.34 56 3.79 66 4.58 76 6.10
8 11.68 18 5.96 47 3.38 57 3.85 67 4.69 77 6.32
9 10.53 19 5.73 48 3.42 58 3.92 68 4.81 78 6.55
10 9.61 20 5.51 49 3.46 59 3.98 69 4.93 79 6.81
- ---------------------------- -------------------------------------------------------------------
</TABLE>

Income for payments other than monthly will be furnished by the Home Office
upon request.

Table D values for combinations of ages not shown and values for 2 males or
2 females will be furnished by the Home Office upon request.

TABLE C (OPTION c) Monthly Installments for each $1,000 of Net proceeds

<TABLE>
<CAPTION>
FEMALE MALE
- --------------------------------------------- ----------------------------------------------
LIFE MONTHS CERTAIN CASH LIFE MONTHS CERTAIN CASH
AGE ONLY 60 120 180 240 REF. AGE ONLY 60 120 180 240 REF.
- --------------------------------------------- ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.54 3.54 3.53 3.52 3.50 3.46 40 3.33 3.33 3.33 3.32 3.31 3.29
41 3.58 3.58 3.57 3.56 3.54 3.50 41 3.36 3.36 3.36 3.36 3.35 3.32
42 3.63 3.63 3.62 3.60 3.57 3.54 42 3.40 3.40 3.40 3.39 3.38 3.36
43 3.68 3.67 3.66 3.64 3.62 3.58 43 3.44 3.44 3.43 3.43 3.41 3.39
44 3.73 3.72 3.71 3.69 3.66 3.62 44 3.48 3.48 3.47 3.46 3.45 3.42
- --------------------------------------------- ----------------------------------------------
45 3.78 3.77 3.76 3.74 3.70 3.66 45 3.52 3.52 3.51 3.50 3.49 3.46
46 3.83 3.83 3.81 3.79 3.75 3.70 46 3.56 3.56 3.55 3.54 3.53 3.50
47 3.89 3.89 3.87 3.84 3.80 3.75 47 3.61 3.60 3.60 3.59 3.57 3.54
48 3.95 3.94 3.93 3.89 3.85 3.80 48 3.65 3.65 3.65 3.63 3.61 3.58
49 4.01 4.01 3.99 3.95 3.90 3.85 49 3.70 3.70 3.69 3.68 3.66 3.62
- --------------------------------------------- ----------------------------------------------
50 4.08 4.07 4.05 4.01 3.95 3.90 50 3.76 3.75 3.75 3.73 3.70 3.67
51 4.15 4.14 4.11 4.07 4.00 3.96 51 3.81 3.81 3.80 3.78 3.75 3.72
52 4.22 4.21 4.18 4.13 4.06 4.02 52 3.87 3.87 3.86 3.83 3.80 3.76
53 4.30 4.29 4.26 4.20 4.12 4.08 53 3.93 3.93 3.91 3.89 3.85 3.82
54 4.38 4.37 4.33 4.27 4.18 4.14 54 4.00 3.99 3.98 3.95 3.91 3.87
- --------------------------------------------- ----------------------------------------------
55 4.47 4.45 4.41 4.34 4.24 4.21 55 4.06 4.06 4.04 4.01 3.96 3.93
56 4.56 4.54 4.50 4.42 4.30 4.28 56 4.14 4.13 4.11 4.08 4.02 3.99
57 4.65 4.64 4.59 4.50 4.36 4.35 57 4.21 4.21 4.19 4.14 4.08 4.05
58 4.75 4.74 4.68 4.58 4.43 4.42 58 4.29 4.29 4.26 4.22 4.14 4.12
59 4.86 4.84 4.78 4.66 4.49 3.40 59 4.38 4.37 4.34 4.29 4.21 4.18
- --------------------------------------------- ----------------------------------------------
60 4.98 4.96 4.88 4.75 4.56 4.59 60 4.47 4.46 4.43 4.37 4.28 4.26
61 5.10 5.08 4.99 4.84 4.62 4.67 61 4.57 4.56 4.52 4.45 4.34 4.33
62 5.23 5.20 5.11 4.93 4.69 4.77 62 4.67 4.66 4.62 4.54 4.41 4.41
63 5.38 5.34 5.23 5.03 4.76 4.86 63 4.78 4.77 4.72 4.63 4.48 4.50
64 5.53 5.49 5.35 5.13 4.82 4.96 64 4.90 4.88 4.82 4.72 4.55 4.58
- --------------------------------------------- ----------------------------------------------
65 5.69 5.64 5.49 5.23 4.88 5.07 65 5.02 5.00 4.94 4.82 4.63 4.68
66 5.86 5.80 5.63 5.33 4.95 5.18 66 5.16 5.13 5.06 4.92 4.70 4.78
67 6.04 5.98 5.77 5.43 5.01 5.29 67 5.30 5.27 5.18 5.02 4.77 4.88
68 6.24 6.16 5.92 5.53 5.06 5.41 68 5.45 5.42 5.32 5.13 4.85 4.99
69 6.45 6.36 6.07 5.64 5.12 5.54 69 5.61 5.58 5.46 5.23 4.92 5.10
- --------------------------------------------- ----------------------------------------------
70 6.67 6.56 6.23 5.74 5.17 5.67 70 5.79 5.75 5.60 5.35 4.98 5.22
71 6.91 6.78 6.40 5.84 5.21 5.81 71 5.98 5.93 5.76 5.46 5.05 5.35
72 7.16 7.01 6.57 5.93 5.26 5.96 72 6.19 6.13 5.92 5.57 5.11 5.49
73 7.43 7.25 6.74 6.03 5.30 6.11 73 6.41 6.34 6.10 5.69 5.17 5.63
74 7.72 7.51 6.91 6.12 5.33 6.27 74 6.66 6.56 6.27 5.80 5.22 5.78
- --------------------------------------------- ----------------------------------------------
75 8.03 7.77 7.09 6.20 5.36 6.44 75 6.92 6.81 6.46 5.91 5.27 5.94
76 8.36 8.06 7.26 6.28 5.39 6.62 76 7.20 7.06 6.65 6.02 5.31 6.11
77 8.71 8.35 7.44 6.36 5.42 6.81 77 7.50 7.34 6.85 6.12 5.35 6.29
78 9.09 8.67 7.62 6.43 5.44 7.00 78 7.83 7.63 7.04 6.22 5.38 6.48
79 9.50 8.99 7.79 6.50 5.45 7.21 79 8.18 7.94 7.25 6.31 5.41 6.67
- --------------------------------------------- ----------------------------------------------
80 9.93 9.33 7.96 6.56 5.47 7.43 80 8.56 8.27 7.45 6.39 5.43 6.88
81 10.40 9.68 8.12 6.61 5.48 7.65 81 8.98 8.62 7.65 6.47 5.45 7.11
82 10.89 10.05 8.28 6.66 5.49 7.89 82 9.43 8.99 7.85 6.54 5.47 7.34
83 11.42 10.42 8.43 6.70 5.50 8.15 83 9.92 9.37 8.04 6.60 5.48 7.58
84 11.98 10.80 8.58 6.74 5.50 8.41 84 10.45 9.78 8.22 6.65 5.49 7.84
85 12.58 11.19 8.71 6.77 5.51 8.69 85 11.02 10.20 8.39 8.70 5.50 8.12
- --------------------------------------------- ----------------------------------------------
</TABLE>

Income for payments other than monthly will be furnished by the Home Office
upon request.

Table C values for ages below 40 and above 85, and values for 300 and 360
months certain will be furnished by the Home Office upon request.

<PAGE> 27

This page left intentionally blank.

<PAGE> 28

Form 4880 Flexible Premium Deferred Variable Annuity Policy

<PAGE> 1
<TABLE>
<CAPTION>
------
Please print clearly AMERITAS VARIABLE LIFE INSURANCE COMPANY (AVLIC) 1010-V
in black ink. APPLICATION FOR VARIABLE ANNUITY ------
This form will be P.O. BOX 82550, LINCOLN, NE 68501-2550
photocopied.

===================================================================================================================================
<S> <C> <C> <C>
1 ANNUITANT --------------------------------------------------------- ----------------------------------------
If no Policy Owner is Name: Last/First/MI Social Security #
specified in section
2, the Annuitant will --------------------------------------------------------- ----------------------------------------
be the Policy Owner. Address Date of Birth: mo. day yr.

--------------------------------------------------------- ----------------------------------------
City / State / Zip Birthplace (State)
( )
--------------------------------------------------------- ----------------------------------------
Daytime Phone # [ ] Male [ ] Female

- -----------------------------------------------------------------------------------------------------------------------------------
2 POLICY OWNER
Complete only if --------------------------------------------------------- ----------------------------------------
different from the Full Name Social Security # / Tax ID #
Annuitant. (IF A TRUST,
GIVE TRUSTEE(S), --------------------------------- [ ] Male [ ] Female ----------------------------------------
TRUST NAME & TRUST DATE) Relationship to Annuitant Date of Birth: mo. day yr.
All notices will be
sent to this address. --------------------------------------------------- ----------------------------------------
Address Trust Date: mo. day yr.

--------------------------------------------------- ----------------------------------------
City / State / Zip Daytime Phone #

- -----------------------------------------------------------------------------------------------------------------------------------
3 ANNUITANT'S
BENEFICIARY --------------------------------------------------- ----------------------------------------
Unless otherwise Primary Contingent
indicated, multiple
beneficiaries will be --------------------------------------------------- ----------------------------------------
paid equally or to Relationship to Annuitant Relationship to Annuitant
the surviving
beneficiaries.
- -----------------------------------------------------------------------------------------------------------------------------------
4 PLAN TYPE Product Name: [ ] Nonqualified [ ] 408(k) SEP-IRA
[ ] ACCENT! [ ] 457 Deferred Comp [ ] 408(p) SIMPLE IRA
[ ] Annuity III-Plus [ ] 403(b) TSA [ ] 408A ROTH IRA (Conversion)
[ ] ACCLAIM! [ ] 401(a) Pension/Profit Sharing [ ] 408A ROTH IRA (Regular Contribution)
[ ] 401(k) Profit Sharing [ ]
[ ] 408(b) IRA ----------------------------------
[ ]
----------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------

5 INITIAL PAYMENT* $ Paid with this [ ] 1035 $
Please indicate if any ------- Application [ ] Transfer ---------------- [ ] Enhanced GMDB Rider
part of the total [ ] Rollover $ (where available)
payment will be from ------- Tax year for payment. ----------------
other sources. $
----------------
TOTAL PAYMENT $ [ ] Direct Rollover $
---------- ----------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
6 ALLOCATION FIDELITY MFS ALGER
Whole percentages only, VARIABLE INSURANCE VARIABLE INSURANCE TRUST AMERICAN FUNDS
must total 100% PRODUCTS FUNDS
VIP: Emerging Growth % Growth %
If Dollar Cost Money Market % ---------------------------------- -----------------------------------
Averaging, a portion -------------------------- Utilities % Income & Growth %
must be invested in Equity Income* % ---------------------------------- -----------------------------------
the VIP Money Market -------------------------- World Governments % Small Capitalization %
Fund or Fixed Account Growth* % ---------------------------------- -----------------------------------
(see prospectus for -------------------------- Research % Balanced %
restrictions) and the High Income* % ---------------------------------- -----------------------------------
Dollar Cost Averaging -------------------------- Growth With Income % Midcap Growth %
section of the Optional Overseas* % ---------------------------------- -----------------------------------
Program form completed. -------------------------- Leveraged AllCap %
Asset Manager* % MORGAN STANLEY -----------------------------------
*Service class for -------------------------- UNIVERSAL FUNDS, INC.
ACCENT! Investment Grade Bond % AVLIC
-------------------------- Emerging Markets Equity % Fixed Account %
Asset Manager: Growth* % ---------------------------------- -----------------------------------
-------------------------- Global Equity % %
Index 500 % ---------------------------------- -----------------------------------
-------------------------- International Magnum % %
Contrafund* % ---------------------------------- -----------------------------------
-------------------------- Asian Equity % %
---------------------------------- -----------------------------------
U.S. Real Estate %
---------------------------------- TOTAL 100%
---------------------------------------------------------------------------------------------------------------------------------
7 TELEPHONE AUTHORIZATION I hereby authorize and direct AVLIC to make allowable transfers of funds or
reallocation of net premiums among available subaccounts or to complete
O Unless waived, the Policy other financial transactions as may be allowed by AVLIC at the time of
P Owner and Representative request, based upon instructions received by telephone from (a) myself, as
T will have automatic Policy Owner, (b) my Registered Representative in Section 17 below, and (c)
I telephone transfer the person(s) named below. AVLIC will not be liable for following
O authorization. instructions communicated by telephone that it reasonably believes to be
N [ ] I elect NOT to have genuine. AVLIC will employ reasonable procedures, including requiring the
A telephone transfer policy number to be stated, tape recording all instructions, and mailing
L authorization. written confirmations. If AVLIC does not employ reasonable procedures to
[ ] I elect NOT to have confirm that instructions communicated by telephone are genuine, AVLIC may
my Registered Rep be liable for any losses due to unauthorized or fraudulent instructions.
have transfer Name per
authorization. (c)above:_________________________________________SS#____________________
Address:_________________________________________________________________
(This is not to be used for Fee Advisor authorization)

I understand: a) all telephone transactions will be recorded; and b) this
authorization will continue in force until the earlier of (1) revocation by
the Policy Owner is received in written form or by telephone by AVLIC or (2)
AVLIC discontinues this privilege.
---------------------------------------------------------------------------------------------------------------------------------
* All premium checks must be made payable to the Company. Do not make check
payable to the agent or leave the payee blank.
</TABLE>

080398P
VA REV. 10-97
Page 1 of 2 Pages
<PAGE> 2
<TABLE>
<S> <C> <C>
8 REPLACEMENT Will the proposed policy replace or change any existing annuity or insurance policy? [ ] YES [ ] NO
Company Name
----------------------------------------------------------------------------------------------
Type of Policy Year of Issue
------------------------------------------------- -------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
9 ANNUITY DATE [ ] I wish to choose an optional annuity date as shown below. If no date is elected, the normal annuity
New annuity date date is the later of 5 policy years or age 85.
must be at least Date: Month Year
5 years after -------------------------- ------------
the policy date.

- ------------------------------------------------------------------------------------------------------------------------------------
10 OWNER'S DESIGNATED
BENEFICIARY
If the Policy Owner -------------------------------------------------------------------------------------------------------
is not the Annuitant, Name: Last / First / MI
please indicate
if you want to name
an Owner's Designated -------------------------------------------------------------------------------------------------------
Beneficiary. Address City / State / Zip

- ------------------------------------------------------------------------------------------------------------------------------------
11 SPECIAL INSTRUCTIONS

- ------------------------------------------------------------------------------------------------------------------------------------
12 ENDORSEMENTS/ This space will not be used in MD, PA, WV or any other state if not allowed by
CORRECTIONS Statute or Insurance Department Regulations. HOME OFFICE USE ONLY

- ------------------------------------------------------------------------------------------------------------------------------------
13 AGREEMENTS NOTE FOR KENTUCKY RESIDENTS: ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT HE IS
FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION OR FILES A CLAIM CONTAINING
A FALSE OR DECEPTIVE STATEMENT IS GUILTY OF INSURANCE FRAUD.

I UNDERSTAND THAT: A) POLICY VALUES NOT IN THE FIXED ACCOUNT MAY INCREASE OR DECREASE IN
ACCORDANCE WITH THE EXPERIENCE OF THE SELECTED INVESTMENT OPTIONS OF THE SEPARATE ACCOUNT;
B) THE AMOUNT OF THE BENEFIT PAYABLE ON SURRENDER IS NOT GUARANTEED, BUT IS DEPENDENT ON
THE THEN SURRENDER VALUE; AND C) THIS POLICY MEETS MY INVESTMENT OBJECTIVES AND ANTICIPATED
FINANCIAL NEEDS.
- ------------------------------------------------------------------------------------------------------------------------------------
14 DISCLOSURES I HEREBY ACKNOWLEDGE RECEIPT OF THE CURRENT PROSPECTUS INCLUDING ANY ADVANCE DISCLOSURE
Included within the REQUIRED IF THIS APPLICATION IS FOR A QUALIFIED PLAN.
policy prospectus
are specific
required disclosures
for certain qualified
plans. In addition, if this application is for a 401(a) PENSION/PROFIT SHARING PLAN OR
[ ] Check here if you OTHER EMPLOYEE BENEFIT PLAN, as trustee and/or independent fiduciary of the
wish to receive a Plan: a)I hereby approve the purchase of this policy on behalf of the Plan; and
copy of the Statement b) I understand the nature of the Sales Representative's/Agent's relationship to
of Additional AVLIC and the compensation which will be paid to the Sales Representative/Agent.
Information.

- ------------------------------------------------------------------------------------------------------------------------------------
15 SUBSTITUTE W-9 I certify under penalty of perjury that: 1) the number shown on this form is my
CERTIFICATION correct taxpayer identification number (or I am waiting for a number to be issued
to me); and 2) I am not subject to backup withholding because: a) I am exempt from
backup withholding, or b) I have not been notified by the Internal Revenue Service
that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or c) the IRS has notified me that I am no longer subject
to backup withholding. You must cross out item 2 if you have been notified by the
IRS that you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS
DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
- ------------------------------------------------------------------------------------------------------------------------------------
16 SIGNATURES I represent to the best of my knowledge and belief that all statements and answers
in this application are complete and true. It is further agreed that these statements
and answers will become a part of the policy when issued.
NOTE: PAYMENTS OR
ACCUMULATION VALUES Dated at (City, State) On this Date
OF THE PROPOSED POLICY -------------------------------------------- --------------------------
ARE VARIABLE AND ARE X
NOT GUARANTEED AS TO -----------------------------------------------------------------------------------------------------------
FIXED DOLLAR AMOUNTS. Signature of Proposed Annuitant (Parent or Guardian if Juvenile)
X
-----------------------------------------------------------------------------------------------------------
Signature of Owner if not Proposed Annuitant, Parent or Guardian (If a Corporation
or Trust, show full name)
X
-----------------------------------------------------------------------------------------------------------
Signature(s) and Title of Officer or Trustee(s)
- ------------------------------------------------------------------------------------------------------------------------------------
17 REPRESENTATIVE'S/ Do you have any knowledge or reason to believe that replacement of existing insurance
AGENT'S STATEMENT or annuity coverage may be involved?
[] YES [] NO (IF YES, GIVE DETAILS IN SECTION 8 AND COMPLETE ANY STATE REQUIRED REPLACEMENT
FORMS.)
I certify that:(1) the information provided by the owner has been accurately recorded; (2) a
current prospectus was delivered; and (3) I have reasonable grounds to believe the purchase
of the policy is suitable for the owner.

X
-----------------------------------------------------------------------------------------------------------
Signature of Registered Representative/Agent Florida Agents only - Provide FL License #

-----------------------------------------------------------------------------------------------------------
Print Name Here

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 2 Pages

<PAGE> 1
EXHIBIT 9

[AMERITAS LIFE INSURANCE COMPANY LETTERHEAD]

February 26, 1999

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

Gentlemen:

With reference to Post-Effective Amendment No. 1 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
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. 1 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/ Norman Krivosha
Norman Krivosha
Secretary and General Counsel