AMERITAS VARIABLE LIFE INSURANCE CO SEPARATE ACCT VA-2
N-4/A, 2000-12-15
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    As filed with the Securities and Exchange Commission on December 15, 2000

                                       Securities Act Registration No. 333-47162
                                       Investment Act Registration No. 811-05192





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                    FORM N-4

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

                        Pre-Effective Amendment No. 1 [X]

                      Post Effective Amendment No. ___ [ ]

             REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940

                              Amendment No. 92 [X]


                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT VA-2
                                   Registrant

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                    Depositor
                                 5900 "O" Street
                             Lincoln, Nebraska 68510
                                  402-467-1122
                            ------------------------

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


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

TITLE OF SECURITIES BEING REGISTERED:  SECURITIES OF UNIT INVESTMENT TRUST

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further  amendment  which  specifically  states that this  Registration  shall
thereafter  become  effective in accordance  with Section 8(a) of the Securities
Act of 1933 or until the  Registration  Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a) may determine.



<PAGE>


                                OVERTURE MEDLEY!
                  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........................DEFINED TERMS
Item 3.       Synopsis or Highlights.............POLICY OVERVIEW; FEE TABLES; Advertising
Item 4.       Condensed Financial Information....Financial Information
Item 5.       General Description of Registrant,
              Depositor and Portfolio Companies
              a) Depositor.......................MISCELLANEOUS - About Our Company
              b) Registrant......................INVESTMENT OPTIONS - Separate Account Variable Investment
                                                 Options
              c) Portfolio Company...............INVESTMENT OPTIONS - Separate Account Variable Investment
                                                 Options
              d) Prospectus......................Cover Page; INVESTMENT OPTIONS
              e) Voting..........................MISCELLANEOUS - Voting Rights
              f) Administrator...................N/A
Item 6.       Deductions and Expenses
              a) Deductions......................FEE TABLES; FEES
              b) Sales Load......................FEE TABLES; FEES - Withdrawal Charge
              c) Special purchase plans..........FEES - Waiver of Certain Fees
              d) Commissions.....................FEES - Distribution Expenses
              e) Portfolio company deductions and
              expenses...........................FEE TABLES
              f) Registrant's expenses...........N/A
Item 7.       General Description of Variable
              Annuity Contracts
              a) Rights..........................IMPORTANT POLICY PROVISIONS; MISCELLANEOUS - Voting Rights
              b) Allocations, Transfers.......... INVESTMENT OPTIONS - Transfers
              c) Changes in contracts or
              operations.........................INVESTMENT OPTIONS - Separate Account Variable Investment Options -  Adding,
                                                 Deleting, or Substituting Variable Investment Options
              d) Contract owner inquiries........Cover Page; Table of Contents Page; Last Page
Item 8.       Annuity Period
              a) Level of benefits...............POLICY DISTRIBUTIONS - Annuity Income Phase
              b) Annuity commencement date.......POLICY DISTRIBUTIONS - Annuity Income Phase
              c) Annuity payments................POLICY DISTRIBUTIONS - Annuity Income Phase
              d) Assumed investment return.......N/A
              e) Minimums........................POLICY DISTRIBUTIONS - Annuity Income Phase
              f) Rights to change options or
              transfer investment base...........POLICY DISTRIBUTIONS - Annuity Income Phase
Item 9.       Death Benefit
              a) Death benefit calculation.......POLICY DISTRIBUTIONS - Death Benefits
              b) Forms of benefits...............POLICY DISTRIBUTIONS - Annuity Income Phase
Item 10.      Purchases and Contract Values
              a) Procedures for purchases........Cover Page; IMPORTANT POLICY PROVISIONS-Policy Application
                                                 and Issuance; IMPORTANT POLICY PROVISIONS - Your Policy Value
              b) Accumulation unit value.........IMPORTANT POLICY PROVISIONS - Your Policy Value
              c) Calculation of accumulation unit
              value..............................IMPORTANT POLICY PROVISIONS - Your Policy Value
              d) Principal underwriter...........MISCELLANEOUS - Distributor of the Policies

<PAGE>

Item 11.      Redemptions
              a) Redemption procedures...........POLICY DISTRIBUTIONS - Withdrawals
              b) Texas Optional Retirement
              Program............................N/A
              c) Delay...........................IMPORTANT POLICY PROVISIONS - Delay of Payments
              d) Lapse...........................N/A
              e) Revocation of rights............IMPORTANT POLICY PROVISIONS - Policy Application and Issuance
Item 12.      Taxes
              a) Tax consequences................FEDERAL TAX MATTERS
              b) Qualified plans.................FEDERAL TAX MATTERS
              c) Impact of taxes.................FEDERAL TAX MATTERS
Item 13.      Legal Proceedings..................MISCELLANEOUS - Legal Proceedings
Item 14.      Table of Contents for Statement of
              Additional Information.............Statement of Additional Information Table of Contents

PART B
FORM N-4      ITEM....................................HEADING IN STATEMENT OF ADDITIONAL INFORMATION

Item 15.      Cover Page..............................Cover Page
Item 16.      Table of Contents.......................Table of Contents
Item 17.      General Information and History
              a) Name change/Suspended Sales..........N/A
              b) Attribution of Assets................N/A
              c) Control of Depositor.................General Information and History
Item 18.      Services
              a) Fees, expenses and costs.............N/A
              b) Management-related services..........N/A
              c) Custodian and independent auditors
              ........................................Services
              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.............................Underwriters
              b) continuous offering...................Underwriters
              c) Underwriting commissions.............Underwriters
              d) Payments of underwriter..............N/A
Item 21.      Calculation of Performance Data.........Calculation of Performance
Item 22.      Annuity Payments........................N/A
Item 23.      Financial Statements
              a) Registrant...........................Financial Statements
              b) Depositor............................Financial Statements


</TABLE>

<PAGE>

                       [AMERITAS VARIABLE LIFE INSURANCE CORP. OF NEW YORK LOGO]
                                 Ameritas Variable Annuity Separate Account VA-2
--------------------------------------------------------------------------------
Ameritas Variable Life OVERTURE MEDLEY!
PROSPECTUS: December 22, 2000

OVERTURE MEDLEY !(sm)
Flexible Premium
Deferred Variable Annuity Policy
Ameritas Variable Life Insurance Company Separate Account VA-2
--------------------------------------------------------------------------------
     This prospectus describes the Policy,  especially its Separate Account. The
Policy is designed to help you, the Policy Owner, invest on a tax-deferred basis
and meet long-term  financial goals. It provides a menu of optional features for
you to select from to meet your particular needs; ask your sales  representative
or us which  of these  are  available  in your  state.  As an  annuity,  it also
provides you with several ways to receive  regular income from your  investment.
An initial minimum payment is required. Further investment is optional.

     You may allocate all or part of your investment  among variable  investment
options  (where  you  have  the  investment  risk,  including  possible  loss of
principal) with allocated indirect  interests in non-publicly  traded portfolios
from these series funds:



<TABLE>
<CAPTION>
 Referred to as:         Series Fund issuing the Subaccount variable
                         investment option underlying portfolios:     Portfolio Fund Advisor - Subadvisors
----------------------- -------------------------------------------- -----------------------------------------------
<S>                      <C>                                           <C>
ALGER                   The Alger American Fund                      Fred Alger Management, Inc.
----------------------- -------------------------------------------- -----------------------------------------------
AMERICAN CENTURY        American Century Variable Portfolios, Inc.   American Century Investment Management, Inc.
----------------------- -------------------------------------------- -----------------------------------------------
AMERITAS PORTFOLIOS     Calvert Variable Series, Inc. Ameritas       Ameritas Investment Corp.
                        Portfolios                                   -Fred Alger Management, Inc. (Fred Alger)
                                                                     -David L. Babson & Company Inc. (Babson)
                                                                     -Calvert Asset Management Company,
                                                                     Inc.(Calvert)
                                                                     -Massachusetts Financial Services Company
                                                                     (MFS)
                                                                     -Harris Associates, Inc. (Oakmark)
                                                                     -State Street Global Advisors (State Street)
----------------------- -------------------------------------------- -----------------------------------------------
CALVERT SOCIAL          Calvert Variable Series, Inc. Calvert        Calvert Asset Managment Company, Inc.
                        Social Portfolios
----------------------- -------------------------------------------- -----------------------------------------------
FIDELITY                Variable Insurance Products: Service Class 2  Fidelity Management & Research Company
----------------------- -------------------------------------------- -----------------------------------------------
INVESCO FUNDS           INVESCO Variable Investment Funds, Inc.      INVESCO Funds Group, Inc.
----------------------- -------------------------------------------- -----------------------------------------------
MFS                     MFS Variable Insurance Trust                 Massachusetts Financial Services Company
----------------------- -------------------------------------------- -----------------------------------------------
MORGAN STANLEY          Universal Institutional Funds, Inc.          Morgan Stanley Asset Management
----------------------- -------------------------------------------- -----------------------------------------------
SALOMON BROTHERS        Salomon Brothers Variable Series Funds Inc.  Salomon Brothers Asset Management Inc.
----------------------- -------------------------------------------- -----------------------------------------------
SUMMIT PINNACLE SERIES  Summit Mutual Funds, Inc., Summit Pinnacle   Summit Investment Partners, Inc.
                        Series
----------------------- -------------------------------------------- -----------------------------------------------
THIRD AVENUE            Third Avenue Variable Series Trust           EQSF Advisers, Inc.
----------------------- -------------------------------------------- -----------------------------------------------
</TABLE>

or you may  allocate all or part of your  investment  to a Fixed  Account  fixed
interest rate option (where we have the investment  risk and guarantee a certain
return on your investment).

     A Statement of Additional  Information and other  information  about us and
the  Policy,  with  the  same  date as this  prospectus,  is on  file  with  the
Securities  and  Exchange  Commission  ("SEC")  and is  incorporated  into  this
prospectus  by  reference.  For a free  copy,  access  it on the  SEC's Web site
(www.sec.gov/edaux/prospect.htm,  and type in "Ameritas Variable"),  or write or
call us. The Table of Contents for the Statement of Additional Information is on
the last page of this prospectus.

PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE.  It
provides   information  you  should  consider  before  investing  in  a  Policy.
Prospectuses for the portfolios  underlying the Subaccount  variable  investment
options are available without charge from your sales  representative or from our
Service Center.

The SEC does not pass upon the accuracy or adequacy of this prospectus,  and has
not approved or disapproved the Policy.  Any representation to the contrary is a
criminal offense.

          NOT FDIC INSURED  MAY LOSE VALUE  NO BANK GUARANTEE




             Ameritas Variable Life Insurance Company (we, us, our)
 Service Center, P.O. Box 82550, Lincoln, Nebraska 68501. 1-800-745-1112.
                              www.overturelife.com




<PAGE>


TABLE OF CONTENTS                                        BEGIN ON PAGE




     DEFINED TERMS...............................................3
     POLICY OVERVIEW.............................................4
     FEE TABLEs..................................................6
     FINANCIAL INFORMATION......................................10
     IMPORTANT POLICY PROVISIONS................................10
         Policy Application and Issuance
         Your Policy Value
         Telephone Transactions
         Death of Annuitant
         Delay of Payments
         Beneficiary
         Minor Owner or Beneficiary
         Policy Changes
         Policy Termination
         Optional Features
     INVESTMENT OPTIONS.........................................15
         Separate Account Variable Investment Options
         Fixed Account Fixed Interest Rate Option
         Transfers
         Third-Party Services
         Systematic Transfer programs:  Dollar Cost Averaging,
           Portfolio Rebalancing, Earnings Sweep
     FEES.......................................................19
         Withdrawal Charge
         Mortality and Expense Risk Charge
         Administrative Fees
           Administrative Expense Fee, Annual Policy Fee
         Transfer Fee
         Tax Charges
         Fees Charged by the Portfolios
         Optional Features' Fees
     POLICY DISTRIBUTIONS.......................................21
         Withdrawals
         Loans
         Death Benefits
         Annuity Income Phase
     FEDERAL TAX MATTERS........................................27
         Taxation of Nonqualified Policies
         Taxation of Qualified Policies
         Possible Tax Law Changes
     MISCELLANEOUS..............................................29
         About Our Company
         Distribution of the Policies
         Voting Rights
         Distribution of Materials
         Advertising
         Legal Proceedings
     APPENDIX A: Variable Investment Option Portfolios..........A:1
     APPENDIX B:  Tax-Qualified Plan Disclosures................B:1
     Thank You.  If You Have Questions,......................Last Page
     Statement of Additional Information Table of Contents...Last Page

CONTACTING US. To answer your questions or to send additional  premium,  contact
your sales representative or write or call us at:

                             Ameritas Variable Life
                               Insurance Company,
                                 Service Center
                                 P.O. Box 82550
                            Lincoln, Nebraska 68501
                                       Or
                                5900 "O" Street
                            Lincoln, Nebraska 68510
                           Telephone: 1-800-745-1112
                              Fax: 1-402-467-6153
                              WWW.OVERTURELIFE.COM

Express mail  packages  should be sent to our street  address,  not our P.O. Box
address.

SENDING  FORMS,  WRITTEN  NOTICE AND WRITTEN  REQUESTS  IN "GOOD  ORDER." If you
beneficiary,  request a withdrawal or for any other purpose,  contact us or your
sales representative to learn what information is required for the request to be
in "good order". We can only act upon requests that are received in good order.

REMEMBER, THE CORRECT FORM is important for us to accurately process your Policy
elections and changes. Many can be found on our website "on-line services" site.
Or, call us at our toll-free number and we'll send you the form you need.

MAKE CHECKS PAYABLE TO: "Ameritas Variable Life Insurance Company"
                                      - 2 -
[FN]
Ameritas Variable Life OVERTURE MEDLEY!
</FN>

<PAGE>

DEFINED TERMS

ACCUMULATION UNITS are an  accounting  unit of measure  used to  calculate  the
Policy value allocated to Subaccounts of the Separate Account.  It is similar to
a share of a mutual  fund.  The  Policy  describes  how  Accumulation  Units are
calculated.

ANNUITY DATE is the date annuity  income  payments are scheduled to begin.  This
date is  identified on the Policy  Schedule page of your Policy.  You may change
this date, as permitted by the Policy and described in this prospectus.

BUSINESS DAY is each day that the New York Stock Exchange is open for trading.

CASH SURRENDER VALUE is the Policy value less  applicable  withdrawal  charge,
Policy  fee,  outstanding  loans,  and any  premium  tax charge  not  previously
deducted.

OWNER, YOU, YOUR is you -- the  person(s) or legal entity who may exercise all
rights  and  privileges  under  the  Policy.  If there  are  joint  Owners,  the
signatures of both Owners are needed to exercise rights under the Policy.

POLICY YEAR/ MONTH/  ANNIVERSARY are measured from respective  anniversary dates
of the date of issue of this Policy.

SUBACCOUNT  is a division  within the  Separate  Account for which  Accumulation
Units  are  separately  maintained.  Each  Subaccount  corresponds  to a  single
underlying non-publicly traded portfolio issued through a series fund.


WE, US, OUR, AMERITAS, AVLIC - Ameritas Variable Life Insurance Company.


WRITTEN NOTICE OR REQUEST -- Written  notice,  signed by you, on a form approved
by or acceptable to us, that gives us the information we require and is received
at AVLIC, Service Center, P.O. Box 82550, Lincoln, NE 68501 (or 5900 "O" Street,
Lincoln, NE 68510), fax 1-402-467-6153. Call us if you have questions about what
form or information is required.




   THIS PROSPECTUS MAY ONLY BE USED TO OFFER THE POLICY WHERE THER POLICY MAY
LAWFULLY BE SOLD. THE POLICY, AND CERTAIN FEATURES DESCRIBED IN THIS PROSPECUTS,
                      MAY NOT BE AVAILABLE IN ALL STATES

           IF YOUR POLICY IS ISSUED AS PART OF A QUALIFIED PLAN UNDER
             THE INTERNAL REVENUE CODE, REFER TO ANY PLAN DOCUMENTS
              AND DISCLOSURES FOR INFORMATION ABOUT HOW SOME OF THE
               BENEFITS AND RIGHTS OF THE POLICY MAY BE AFFECTED.

                              NO ONE IS AUTHORIZED
         TO GIVE INFORMATION OR MAKE ANY REPRESENTATION ABOUT THE POLICY
                         THAT IS NOT IN THIS PROSPECTUS.
                IF ANYONE DOES SO, YOU SHOULD NOT RELY UPON IT AS
                           BEING ACCURATE OR ADEQUATE




[FN]
Ameritas Variable Life OVERTURE MEDLEY!
                                      -3-
</FN>

<PAGE>


POLICY OVERVIEW


THE  FOLLOWING  IS  INTEDED  AS A  SUMMARY.  PLEASE  READ EACH  SECTION  OF THIS
PROSPECTUS FOR ADDITIONAL DETAIL.

         The  OVERTURE MEDLEY!  Policy is a variable  annuity  savings  vehicle
offering a variety of investment options to help meet long-term financial goals.
The Policy  includes a menu of feature  options  for you to select  from to meet
your  particular  needs;  ask your  sales  representative  or us which  ones are
available  in your  state,  as not all will be  available  in all  states on the
effective  date of this  prospectus.  Associated  charges are  discussed in this
prospectus' FEE TABLES and FEES sections. You can allocate your premiums among a
wide  spectrum of Separate  Account  variable  investment  options or to a Fixed
Account fixed interest rate option. On the Separate Account variable  investment
options  you may gain or lose  money on your  investment.  On the Fixed  Account
option,  we  guarantee  you will earn a fixed rate of interest.  The  investment
options are  described  on this  prospectus'  cover and the  INVESTMENT  OPTIONS
section.

        COMPARISON TO OTHER POLICIES AND INVESTMENTS

         COMPARED TO FIXED ANNUITIES. The Policy is like a fixed annuity in most
ways except for its variable investment  features.  The Policy is different from
fixed-interest  annuities  in that,  to the extent you select  Separate  Account
variable  investment  options,  your Policy  value will  reflect the  investment
experience of the selected  variable  investment  options,  so you have both the
investment risk (including possible loss of principal) and opportunity, not us.

         COMPARED TO MUTUAL FUNDS.  Although  the  Separate  Account  variable
investment  options'  underlying  portfolios operate like publicly traded mutual
funds and have the same  investment  risks, in many ways the Policy differs from
publicly  traded mutual fund  investments.  Unlike publicly traded mutual funds,
the Policy has these features:



A  significant  advantage  of the  Policy is that is  provides  the  ability  to
accumulate  capital on a tax-deferred  basis. The purchase of a Policy to fund a
tax-qualified  retirement  account does not provide any  additional tax deferred
treatment  beyond the treatment  provided by the  tax-qualified  retirement plan
itself.  However,  the Policy does  provide  benefits  such as  lifetime  income
payments, family protection through death benefits and guaranteed fees.

o   Accumulates capital on a tax-deferred basis.
o A guaranteed  minimum return on your investment (if you choose a Fixed Account
option).
o Can  provide  annuity  payments  for the rest of your  life or for some  other
period.
o Provides a death benefit that could be higher than the value of the Policy.
o Federal  income tax liability on any earnings  generally is deferred until you
receive a distribution from the Policy.
o You can transfer  money from one  underlying  investment  portfolio to another
without tax liability.
o Dividends and capital gains  distributed by the variable  investment  options'
underlying  portfolios  are  automatically  reinvested  and are reflected in the
portfolio's value.
o  Insurance-related  charges not associated with direct mutual fund investments
are deducted from the value of the Policy.
o  Withdrawals  before age 59 1/2  generally  are  subject to a 10%  federal tax
penalty.  Also,  Policy  earnings  that would be  treated as capital  gains in a
mutual fund are treated as ordinary income when  distributed,  although taxation
of them is deferred until such earnings are  distributed.  Taxable  earnings are
considered to be paid out first followed by the return of your premiums.
o  Withdrawals can result in a withdrawal charge.
o You have a short time  period to review your Policy and cancel it for a return
of premium paid. The terms of this "right to examine"  period vary by state (see
the cover of your Policy).
o We, not you, own the shares of the  variable  investment  option's  underlying
portfolios.  You have interests in the Separate Account  Subaccounts that invest
in the underlying portfolios that you select.

        TAX-QUALIFIED PLANS

         The Policy can be used to fund a  tax-qualified  plan such as an IRA or
Roth IRA (including for rollovers from tax-sheltered annuities),  SEP, or SIMPLE
IRA,  etc.  This  Prospectus   generally  addresses  the  terms  that  affect  a
non-tax-qualified  annuity.  If your Policy funds a tax-qualified plan, read the
Qualified Plan Disclosures in this prospectus'  APPENDIX B to see how they might
change your Policy  rights and  requirements.  Contact us if you have  questions
about the use of the Policy in these or other tax-qualified plans.

[FN]
Ameritas Variable Life OVERTURE MEDLEY!
                                      -4-
</FN>


<PAGE>

        POLICY OPERATION & FEATURES



PREMIUMS.
o        Minimum initial premium: $25,000.
o  Minimum  additional  premium  is  $1,000,  or $50  per  month  if by  monthly
electronic funds transfer.
o  No additional premiums will be accepted after the earlier of the Annuity Date
   or the Annuitant's 85th birthday without our approval.

INVESTMENT OPTIONS.
o  Variable  investment  option  allocations  are invested in Subaccounts of the
   Separate   Account,   which  in  turn  invest  in  corresponding   underlying
   portfolios. Fixed Account allocations are invested in our general account and
   we guarantee a fixed rate of interest.
o  You  may  transfer  between  investments,  subject  to  limits.  Dollar  cost
   averaging,  portfolio  rebalancing and earnings sweep  systematic  investment
   programs are available.

DEDUCTIONS FROM ASSETS.
(See FEE TABLES on next pages.)

Deductions from entire Policy value:
o Generally,  premium taxes,  if any. (Some states levy this tax when premium is
paid.)
o Policy fee, if any.
o Withdrawal charge, if any.
o Charges for selected optional features.

Deductions from Separate Account assets only:
o Mortality and expense risk charge.
o Administrative expense charge.
o Underlying portfolio investment advisory fees and operating expenses.

WITHDRAWALS.
o    Withdrawal charges apply to withdrawals under the base Policy. Two optional
     "free withdrawal"  features are available,for a charge.  After a premium is
     received, withdrawal charges apply for 9 years or, for a charge, 7 years or
     5 years.

o  Each withdrawal must be at least $250.

ANNUITY INCOME.
o  Several fixed annuity income options are available.


                      -----------------
                        Premiums to
                        Your Policy
                      -----------------

---------------------------------------------------------
        Ameritas Variable Life Insurance Company
---------------------------------------------------------

---------------------------------------------------------
                   Investment Options
---------------------------------------------------------
-------------- -- ---------------------------------------
    Fixed
   Account         Ameritas Variable Life Insurance Co.
                          Separate Account VA-2
POLICY VALUE
 RECEIVES A            Variable Investment Options
 GUARANTEED
    FIXED          POLICY VALUE MAY VARY DAILY DEPENDING UPON THE
  INTEREST              INVESTMENT PERORMANCE OF THE UNDERLYING
    RATE                         PORTFOLIOS.
-------------- -- ---------------------------------------
-------------- -- ---------------------------------------
                             The Subaccounts
-------------- --
-------------- -- ------------ ------------- ------------
                       A            B           Etc.
-------------- -- ------------ ------------- ------------
-------------- --

-------------- --
-------------- -- ------------ ------------- ------------
                  Underlying    Underlying      Etc.
                  Portfolio A  Portfolio B
--------------    ------------ ------------- ------------

---------------------------------------------------------
             Fees (DEDUCTIONS FROM ASSTES)
---------------------------------------------------------

-------------------    ---------------    ---------------
   Withdrawals             Death             Annuity
                          Benefit         Income Options
-------------------    ---------------    ---------------

DEATH BENEFIT.

o A standard  death benefit is paid upon the death of the  Annuitant  unless the
guaranteed minimum death benefit is payable.


OPTIONAL FEATURES.
o  Optional  features  available are listed in the prospectus'  IMPORTANT POLICY
   PROVISIONS section.  Most can only be elected at Policy issue and only if you
   are then not older than age 70.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -5-

<PAGE>


        POLICY PHASES

The Policy is a deferred annuity: it has an accumulation (or deferral) phase and
an annuity income phase.

         ACCUMULATION PHASE.  During the accumulation  phase, any earnings that
you  leave in the  Policy  are not  taxed.  During  this  phase  you can  invest
additional money into the Policy, transfer amounts among the investment options,
and withdraw  some or all of the value of your  Policy.  Some  restrictions  may
apply  to  transfers  (especially  to  transfers  out  of  the  Fixed  Account).
Withdrawals may be subject to a withdrawal charge, income tax and a penalty tax.

         ANNUITY INCOME PHASE.  The  accumulation  phase ends and the  annuity
income  phase  begins on a date you  select  or the  later of the  fifth  Policy
Anniversary or Anniversary  nearest the  annuitant's  85th birthday.  During the
annuity income phase,  we will make periodic  payments to the annuitant,  unless
you specify  otherwise.  You can select payments that are guaranteed to last for
the  annuitant's  entire  life or for  some  other  period.  Some or all of each
payment will be taxable.


FEE TABLES (> = Base Policy; x = Optional Feature Fee)
------------------------------------------------------------------------------

         The  following  charts show the fees that may affect your Policy value.
The fees shown do not reflect any premium tax that may apply.
<TABLE>
<CAPTION>
<S>                                                                                       <C>            <C>
------------------------------------------------------------------------------------- ------------- --------------
                                                                                                     Guaranteed
>    = Base Policy Fees.                                                                  Current      Maximum
x    = Optional Feature Fees.                                                               Fee         Fee
-----------------------------------------------------------------------------------------------------------------
TRANSACTION FEES
-----------------------------------------------------------------------------------------------------------------
WITHDRAWAL  CHARGE  (THE FEE FOR THE  WITHDRAWAL  CHARGE  FEATURES  IS  DEDUCTED
MONTHLY  FROM ASSETS  ALLOCATED  TO SEPARATE  ACCOUNT  SUBACCOUNTS  TO EQUAL THE
ANNUAL % SHOWN)
                                     ----------------------------------------------------
(THE WITHDRAWAL CHARGE IS DEDUCTED               Years since receipt of premium
  AS A % OF EACH PREMIUM WITHDRAWN)   1     2     3    4     5    6     7     8   9   10
                                     ---- ----- ---- ---- ----- ---- ----- ---- ---- ----   -------   ----------
>  9-Year Withdrawal Charge           8%    8%   8%   7%    7%   6%    5%   4%   2%    0%    NONE        NONE
                                     ---- ----- ---- ---- ----- ---- ----- ---- ---- ----
x  7-Year Withdrawal Charge           7%    6%   5%   4%    3%   2%    1%   0%    -    -     0.30%       0.40%
                                     ---- ----- ---- ---- ----- ---- ----- ---- ---- ----
x  5-Year Withdrawal Charge           7%    7%   6%   4%    2%   0%    -     -    -    -     0.45%       0.60%
----------------------------------------------------------------------------------------------------------------
>  TRANSFER FEE (per         >    first 15 transfers per year                                NONE        NONE
    transfer)                >    over 15 transfers in one Policy Year,                      $10          $10
                                       we may charge ...
-----------------------------------------------------------------------------------------------------------------
ANNUAL POLICY FEE (WAIVED IF POLICY VALUE IS AT LEAST $50,000.)
-----------------------------------------------------------------------------------------------------------------
>  ANNUAL POLICY FEE                                                                         NONE         $40
x  OPTIONAL MINIMUM INITIAL PREMIUM FEATURE ANNUAL POLICY FEE                                 $36         $40

-----------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES
 (DEDUCTED DAILY FROM ASSETS ALLOCATED TO SEPARATE ACCOUNT SUBACCOUNT TO WQUAL THE ANNUAL % SHOWN)
------------------------------------------------------------------------------------- ---------------- ----------
>  MORTALITY & EXPENSE RISK CHARGE                                                          0.60%         0.75%
x  ADMINISTRATIVE EXPENSE FEE                                                               0.15%         0.25%
------------------------------------------------------------------------------------- ---------------- ----------
          TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES EXPENSES                                   0.75%         1.00%
-----------------------------------------------------------------------------------------------------------------
MORE OPTIONAL FEATURE FEES
  (DEDUCTED MONTHLY FROM ASSETS LLOCATED TO SEPARATE ACCOUNT SUBACCOUNT TO EQUAL THE ANNUAL % SHOWN)
------------------------------------------------------------------------------------- ---------------- ----------
x OPTIONAL  MINIMUM  INITIAL PREMIUM FEATURE (WAIVED IF POLICY VALUE IS AT LEAST            0.25%         0.55%
$50,000)
------------------------------------------------------------------------------------- ---------------- ----------
OPTIONAL FREE WITHDRAWAL PRIVILEGE FEATURES
  x able to withdraw 10% of Policy value without withdrawal charge                          0.05%         0.15%

  x able to withdraw greater of15% of Policy value or earnings without withdrawal charge, plus carry
over certain amount of unused free withdrawals                                              0.20%         0.40%
------------------------------------------------------------------------------------- ---------------- ----------
OPTIONAL GUARANTEED MINIMUM DEATH BENEFIT FEATURES
  x  1- Year "Periodic Step-Up" Guaranteed Minimum Death Benefit                            0.25%         0.55%
  x  "5% Roll-Up" Guaranteed Minimum Death Benefit                                          0.35%         0.75%
  x  "Greater Of" Guaranteed Minimum Death Benefit                                          0.37%         0.80%

-----------------------------------------------------------------------------------------------------------------
</TABLE>

Ameritas Variable Life OVERTURE MEDLEY!
                                      -6-

<PAGE>

--------------------------------------------------------------------------------
SUBACCOUNT UNDERLYING PORTFOLIO ANNUAL EXPENSES
--------------------------------------------------------------------------------
   The  following  chart  shows the  expenses  charged  in the year 2000 by each
Subaccount  underlying portfolio before each fund provided us with the daily net
asset value.  We then deduct  applicable  Separate  Account charges from the net
asset value in calculating the unit value of the corresponding  Subaccount.  The
management  fees and other  expenses are more fully  described in the prospectus
for each underlying portfolio. Information relating to the underlying portfolios
was provided by the underlying portfolios and was not independently  verified by
us.

<TABLE>
<CAPTION>
<S>                                     <C>       <C>       <C>       <C>        <C>           <C>
------------------------------------------------------------------------------------------------------------------
Subaccounts underlying               Management  12b-1    Other       Total      Waivers and    Total
Portfolio Name                           Fees    Fees     Fees      Fund Fees     Reductions   AFTER WAIVERS AND
                                                                                                REDUCTIONS, IF ANY
-------------------------------------------------------------------------------------------------------------------
ALGER(1)
o  Alger American Balanced              0.75%      -       0.18%       0.93%        -            0.93%
o  Alger American Leveraged AllCap      0.85%      -       0.08%       0.93%        -            0.93%
AMERICAN CENTURY                                         -
o  VP Income & Growth                   0.70%      -         -         0.70%        -            0.70%
AMERITAS PORTFOLIOS (subadvisor)
o  Ameritas Growth (Fred Alger)         0.80%      -       0.10%       0.90%      0.09%          0.81%
o  Ameritas Income & Growth (Fred       0.68%      -       0.12%       0.79%      0.09%          0.70%
    Alger)
o  Ameritas MidCap Growth (Fred         0.85%      -       0.12%       0.97%      0.11%          0.86%
    Alger)
o  Ameritas Small Capitalization        0.90%      -       0.10%       1.00%      0.08%          0.92%
    (Fred Alger)
o  Ameritas Micro Cap (Babson)(2)       1.12%      -       0.88%       2.00%      0.50%          1.50%
o  Ameritas Money Market (Calvert)      0.25%      -       0.08%       0.33%      0.05%          0.28%
o  Ameritas Emerging Growth (MFS        0.80%      -       0.18%       0.98%      0.11%          0.87%
    Co.)
o  Ameritas Growth With Income (MFS     0.80%      -       0.46%       1.26%      0.36%          0.90%
    Co.)
o  Ameritas Research (MFS Co.)          0.80%      -       0.62%       1.42%      0.54%          0.88%
o  Ameritas Select (Oakmark)(2)         0.92%      -       0.88%       1.80%      0.30%          1.50%
o  Ameritas Index 500 (State Street)    0.29%      -       0.11%       0.40%      0.10%          0.30%
CALVERT SOCIAL(3)
o  CVS Social Balanced                  0.70%      -      0.19%(1)     0.89%        -            0.89%
o  CVS Social International Equity      1.10%      -      0.50%(1)   1.60%(4)       -            1.60%
o  CVS Social Mid Cap Growth            0.90%      -      0.21%(1)     1.11%        -            1.11%
o  CVS Social Small Cap Growth          1.00%      -      0.58%(1)     1.58%        -            1.58%
FIDELITY (Service Class 2)
o  VIP Asset Manager                    0.53%    0.25%     0.11%       0.89%        -          0.89%(5)
o  VIP Asset Manager: Growth            0.58%    0.25%     0.15%       0.98%        -          0.98%(5)
o  VIP Contrafund                       0.58%    0.25%     0.12%       0.95%        -          0.95%(5)
o  VIP Equity-Income                    0.48%    0.25%     0.10%       0.83%        -          0.83%(5)
o  VIP Growth                           0.58%    0.25%     0.10%       0.93%        -          0.93%(5)
o  VIP High Income                      0.58%    0.25%     0.12%       0.95%        -            0.95%
o  VIP Investment Grade Bond            0.43%    0.25%     0.14%       0.82%        -            0.82%
o  VIP Overseas                         0.73%    0.25%     0.18%       1.16%        -          1.16%(5)
INVESCO FUNDS
o  VIF Dynamics(6)                      0.75%      -       1.53%       2.28%      1.15%          1.13%
MFS(7)
o  Global Governments                   0.75%      -       0.30%       1.05%      0.14%        0.91%(8)
o  New Discovery                        0.90%      -       1.59%       2.49%      1.42%        1.07%(8)
o  Utilities                            0.75%      -       0.16%       0.91%        -            0.91%
MORGAN STANLEY(9)
o  Emerging Markets Equity              1.25%      -       1.37%       2.62%      0.83%        1.79%(7)
o  Global Equity                        0.80%      -       0.68%       1.48%      0.33%        1.15%(7)
o  International Magnum                 0.80%      -       0.87%       1.67%      0.51%        1.16%(7)
o  U.S. Real Estate                     0.80%      -       1.10%       1.90%      0.80%        1.10%(7)
SALOMON BROTHERS
o  Variable Capital(10)                 0.85%      -       1.14%       1.99%      0.99%          1.00%
SUMMIT PINNACLE SERIES(11)
o  Nasdaq-100 Index                     0.35%      -       0.30%       0.65%        -            0.65%
o  Russell 2000 Small Cap Index         0.35%      -       0.40%       0.75%        -            0.75%
o  S & P MidCap 400 Index               0.30%      -       0.30%       0.60%        -            0.60%
THIRD AVENUE
o  Third Avenue Value(12)               0.90%      -       33.53%     34.43%     33.13%          1.30%

</TABLE>

(1)  Fred Alger Management,  Inc. 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 Blaanced, 1.25%, and Alger American Leveraged
     AllCap,  1.50%.  Included in "Other Fees" of  Leveraged  AllCap is 0.01% of
     interest expense.

(2)  "Other Fees" for the Ameritas Micro Cap and Ameritas Select  portfolios are
     based  on  estimates,   since  these  are  new  portfolios.  The  portfolio
     investment adviser (AIC) has voluntarily agreed to reimburse each portfolio
     so that total annual operating  expenses for each portfolio will not exceed
     1.50%.  The investment  adviser  reserves the right to terminate any waiver
     and/or reimbursement at any time and without notice.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -7-

<PAGE>

(3)  "Other Fees" reflect an indirect fee resulting from the portfolio's  offset
     arrangement  with the custodian bank whereby the  custodian's  and transfer
     agent's fees may be paid  indirectly by credits  earned on the  portfolio's
     uninvested cash balances.  These credits are used to reduce the Portfolio's
     expenses.  Net operating expenses after reductions for fees paid indirectly
     would be as follows:
                  CVS Social Balanced                        0.86%
                  CVS Social International Equity            1.50%
                  CVS Social Mid Cap Growth                  1.02%
                  CVS Social Small Cap Growth                1.15%

(4)  Total expenses reflect expenses expected to be incurred in 2000,  resulting
     from a change in 1999 to the administrative services agreement, as approved
     by the shareholders.

(5)  A portion of the brokerage  commissions  that certain Funds pay was used to
     reduce  Fund  expenses.   Also,  through  arrangements  with  certain  Fund
     custodians,  credits  realized as a result of uninvested cash balances were
     used  to  reduce  a  portion  of each  applicable  Fund's  expenses.  After
     reductions, total operating expenses would have been:
                  VIP Asset Manager: Service Class 2              0.62%
                  VIP Asset Manager:Growth: Service Class 2       0.70%
                  VIP Contrafund: Service Class 2                 0.65%
                  VIP Equity-Income: Service Class 2              0.56%
                  VIP Growth: Service Class 2                     0.65%
                  VIP Overseas: Service Class 2                   0.87%

(6)  Certain expenses of the Dynamics Fund were absorbed  voluntarily by INVESCO
     in order to ensure  that  expenses  for the fund,  excluding  any  expcense
     offset arrangements, did not exceed 1.15% of the fund's average net assets.
     This commitment may be changed at any time following  consultation with the
     board of directors.

(7)  Each MFS  portfolio  has an expense  offset  arrangement  which reduces the
     portfolio's  custodian fee based upon the amount of cash  maintained by the
     portfolio with its custodian and dividend  disbursing agent. Each portfolio
     may enter into other such arrangements and directed brokerage  arrangements
     (which  would also have the effect of reducing the  portfolio's  expenses).
     "Other  Fees" do not take into account  these  expense  reductions  and are
     therefore  higher  than the actual  expenses  of the  portfolio.  Had these
     reductions  been taken into  account,  "Total  (reflecting  waivers  and/or
     reimbursements,  if any)" would be lower:  0.90% for MFS  Utilities and MFS
     Global Governments funds and 1.05% for MFS New Discovery fund.

(8)  MFS contractually  agreed,  subject to reimbursement,  to bear expenses for
     the MFS Global  Governments  and MFS New Discovery funds such that the each
     portfolio's  "Other  Fees" (after  taking into  account the expense  offset
     arrangement  described  at (4),  above) do not exceed  0.15% of the average
     daily net assets of the  portfolio  during the  current  fiscal  year.  MFS
     Utilities   portfolio  has  no  such   limitation.   These  contracted  fee
     arrangements  will continue until at least May 1, 2001, unless changed with
     the consent of the board of trustees which oversees the portfolio.

(9)  The portfolio's  investment  adviser has  voluntarily  agreed to reduce its
     management  fee  and/or  reimburse  each  portfolio  so that  total  annual
     operating expenses for each portfolio will not exceed:
                  Emerging Markets Equity                    1.75%
                  Global Equity                              1.15%
                  International Magnum fund                  1.15%
                  U.S. Real Estate fund                      1.10%

     The  investment  adviser  reserves the right to terminate any waiver and/or
     reimbursement at any time and without notice.

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

     For the year ended  December  31, 1999,  after  giving  effect to the above
     voluntary  management  fee waiver and/or expense  reimbursement,  the total
     expenses for each portfolio, including certain investment related expenses,
     were as stated in the table.

(10) The manager  waived all of its  management  fee and reimbursed the fund for
     certain expenses during the period ended December 31, 1999. The manager may
     discontinue the waiver at any time.

(11) "Other  Expenses" for the Nasdaq-100  Index,  Russell 2000 Small Cap Index,
     and S&P MidCap 400 Index portfolios are based on estimates, since these are
     new portfolios. Total operating expenses in excess of those stated for each
     Summit portfolio are paid by the investment adviser.  The S&P MidCap 400(R)
     Index is a trademark of The McGraw-Hill  Companies,  Inc. The Nasdaq-100(R)
     Index is a trademark of The Nasdaq Stock Market,  Inc. The Russell  2000(R)
     Index is a trademark of the Frank Russell  Company.  These  trademarks have
     been licensed for use by Summit Mutual Funds.  The Funds are not sponsored,
     endorsed, sold or promoted by any of the licensing organizations,  and they
     make no  representation  or  warranty  regarding  the  Funds,  and  bear no
     liability with respect to the Funds.

(12) The fund commenced investment  operations on September 21, 1999. Annualized
     expenses before  reimbursement  are not necessarily  indicative of expected
     expenses due to the annualization of certain fixed expenses.


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.

We may  receive  administrative  fees from the  investment  advisers  of certain
portfolios.  We currently do not assess a separate  charge  against our Separate
Account or Fixed  Account for any income  taxes.  We may,  however,  make such a
charge in the future if income or gains within the  Separate  Account will incur
any income tax liability, or if tax treatment of us changes.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -8-

<PAGE>

     EXAMPLES.  The  following  chart shows the overall  expenses  you would pay
under a Policy  under  certain  assumptions.  In total,  these  examples  assume
maximum charges of 1.00% for Separate Account annual expenses,  a $40 guaranteed
maximum  Policy fee (although our current base Policy fee is $0), 2.35% of other
Policy value annual  expenses for the most  expensive of each  optional  feature
(the Minimum Initial Premium, 15%+ carryover free withdrawal,  5-year withdrawal
charge,  and "greater of" guaranteed  minimum death benefit optional  features),
plus  the  underlying  portfolio  2000  expenses.  If you  select  fewer or less
expensive  optional  features,  your expenses  could be less than shown.  If our
current fees are less than the guaranteed maximum fees, your expenses could also
be less  than  shown.  The  examples  assume  that the fee  waiver  and  expense
reimbursement  limits set forth in the chart above will  continue for the period
shown,  but do not reflect any premium tax charge  which may apply.  The example
amounts are illustrative  only, and should not be considered a representation of
past or future expenses.  Your actual expenses may be greater or less than those
shown in the chart.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
An Owner would pay the following            1.                         2.                       3.
expenses on a $1,000 investment       Surrender Policy            Annuitize Policy        Policy is not
assuming a 5% annual return on        at the end of the          at the end of the        surrendered and
assets if:                            time period ($)            time period ($).         is not annuitzed. ($)
------------------------------------------------------------------------------------------------------------------
<S>                                   <C>   <C>   <C>   <C>     <C>   <C>   <C>   <C>      <C>   <C>    <C>    <C>
Variable Investment Option            1yr   3yr   5yr   10yr    1yr   3yr   5yr   10yr     1yr   3yr    5yr    10yr
-------------------------------------------------------------------------------------------------------------------
               ALGER
Alger American Balanced               $123  $211  $290  $446    $123  $131  $220  $446     $43   $131   $220   $446
Alger American Leveraged AllCap       $123  $211  $290  $446    $123  $131  $220  $446     $43   $131   $220   $446
         AMERICAN CENTURY
VP Income & Growth                    $121  $204  $279  $427    $121  $124  $209  $427     $41   $124   $209   $427
 AMERITAS PORTFOLIOS (subadvisor)
Ameritas Growth (Fred Alger)          $122  $207  $284  $436    $122  $127  $214  $436     $42   $127   $214   $436
Ameritas Income & Growth (Fred        $121  $204  $279  $427    $121  $124  $209  $427     $41   $124   $209   $427
Alger)
Ameritas MidCap Growth (Fred Alger)   $123  $209  $286  $441    $123  $129  $216  $441     $43   $129   $216   $441
Ameritas Small Capitalization         $123  $211  $289  $446    $123  $131  $219  $446     $43   $131   $219   $446
(Fred Alger)
Ameritas Micro Cap (Babson)           $134  $241  $338  $531    $134  $161  $268  $531     $54   $161   $268   $531
Ameritas Money Market (Calvert)       $117  $192  $259  $391    $117  $112  $189  $391     $37   $112   $189   $391
Ameritas Emerging Growth (MFS Co.)    $123  $209  $287  $441    $123  $129  $217  $441     $43   $129   $217   $441
Ameritas Growth With Income(MFS Co.)  $123  $210  $288  $444    $123  $130  $218  $444     $43   $130   $218   $444
Ameritas Research (MFS Co.)           $123  $209  $287  $442    $123  $129  $217  $442     $43   $129   $217   $442
Ameritas Select (Oakmark)             $132  $236  $329  $516    $132  $156  $259  $516     $52   $156   $259   $516
Ameritas Index 500 (State Street)     $117  $193  $260  $392    $117  $113  $190  $392     $37   $113   $190   $392
          CALVERT SOCIAL
CVS Social Balanced                   $123  $210  $288  $443    $123  $130  $218  $443     $43   $130   $218   $443
CVS Social International Equity       $130  $230  $320  $500    $130  $150  $250  $500     $50   $150   $250   $500
CVS Social Mid Cap Growth             $125  $216  $298  $461    $125  $136  $228  $461     $45   $136   $228   $461
CVS Social Small Cap Growth           $130  $230  $319  $499    $130  $150  $249  $499     $50   $150   $249   $499
              FIDELITY
VIP Asset Manager                     $123  $210  $288  $443    $123  $130  $218  $443     $43   $130   $218   $443
VIP Asset Manager:Growth              $124  $212  $292  $451    $124  $132  $222  $451     $44   $132   $222   $451
VIP Contrafund                        $124  $211  $290  $448    $124  $131  $220  $448     $44   $131   $220   $448
VIP Equity-Income                     $122  $208  $285  $438    $122  $128  $215  $438     $42   $128   $215   $438
VIP Growth                            $123  $211  $290  $446    $123  $131  $220  $446     $43   $131   $220   $446
VIP High Income                       $124  $211  $290  $448    $124  $131  $220  $448     $44   $131   $220   $448
VIP Investment Grade Bond             $122  $208  $284  $437    $122  $128  $214  $437     $42   $128   $214   $437
VIP Overseas                          $126  $217  $300  $465    $126  $137  $230  $465     $46   $137   $230   $465
            INVESCO FUNDS
VIF Dynamics                          $125  $217  $299  $463    $125  $137  $229  $463     $45   $137   $229  $463
               MFS
Global Governments                    $123  $210  $289  $445    $123  $130  $219  $445     $43   $130   $219  $445
New Discovery                         $125  $215  $296  $458    $125  $135  $226  $458     $45   $135   $226  $458
Utilities                             $123  $210  $289  $445    $123  $130  $219  $445     $43   $130   $219  $445
          MORGAN STANLEY
Emerging Markets Equity               $132  $236  $329  $515    $132  $156  $259  $515     $52   $156   $259  $515
Global Equity                         $126  $217  $300  $465    $126  $137  $230  $465     $46   $137   $230  $465
International Magnum                  $126  $217  $300  $465    $126  $137  $230  $465     $46   $137   $230  $465
U.S. Real Estate                      $125  $216  $297  $460    $125  $136  $227  $460     $45   $136   $227  $460


Ameritas Variable Life OVERTURE MEDLEY!
                                      -9-

<PAGE>

-------------------------------------------------------------------------------------------------------------------
An Owner would pay the following            1.                         2.                       3.
expenses on a $1,000 investment       Surrender Policy            Annuitize Policy        Policy is not
assuming a 5% annual return on        at the end of the          at the end of the        surrendered and
assets if:                            time period ($)            time period ($).         is not annuitzed. ($)
-------------------------------------------------------------------------------------------------------------------
Variable Investment Option            1yr   3yr   5yr   10yr    1yr   3yr   5yr   10yr     1yr   3yr    5yr   10YR
-------------------------------------------------------------------------------------------------------------------
          SALOMON BROTHERS
Variable Capital                      $124  $213  $293  $452    $124  $133  $223  $452     $44   $133   $223   $452
      SUMMIT PINNACLE SERIES
Nasdaq-100 Index                      $121  $203  $276  $423    $121  $123  $206  $423     $41   $123   $206   $423
Russell 2000 Small Cap Index          $122  $206  $281  $431    $122  $126  $211  $431     $42   $126   $211   $431
S & P Mid Cap 400 Index               $120  $201  $274  $419    $120  $121  $204  $419     $40   $121   $204   $419
            THIRD AVENUE
Third Avenue Value                    $127  $222  $307  $477    $127  $142  $237  $477     $47   $142   $237   $477

     These  examples  reflect  Separate  Account and 2000  underlying  portfolio
expenses. The $40 guaranteed maximum annual Policy fee is reflected as an annual
charge in these examples,  based on an average Policy value of $75,000;  however
we do not currently charge the Policy Fee. Premium taxes may also apply.
------------------------------------------------------------------------------------------------------------------
</TABLE>

  The Fee Tables are  designed  to help you  understand  the  various  costs and
expenses  that a  Policy  Owner  will  bear  directly  or  indirectly.  For more
information,  read this  prospectus'  FEES section and the  prospectus  for each
Subaccount's underlying portfolio.


FINANCIAL INFORMATION
--------------------------------------------------------------------------------

         We provide  Accumulation  Unit value  history for each of the  Separate
Account  variable  investment  options.  However,  since  the  Separate  Account
variable  investment  options just commenced  operation under this Policy on the
effective date of this prospectus, there is no history to report. Future updated
Policy prospectuses will disclose this information.  Financial statements of the
Separate  Account and our company are included in the  Statement  of  Additional
Information;  to learn  how to get a copy,  see the  front or back  page of this
prospectus.




IMPORTANT POLICY PROVISIONS                          (X = optional feature)
--------------------------------------------------------------------------------

     The OVERTURE MEDLEY! Policy is a flexible premium deferred variable annuity
policy.  The Policy allows you to save and invest your assets on a  tax-deferred
basis. A feature of the Policy distinguishing it from non-annuity investments is
its ability to guarantee  annuity  payments to you for as long as the  Annuitant
lives or for some other period you select. In addition, if you dies before those
payments begin,  the Policy will pay a death benefit to your  beneficiary.  Many
key rights and  benefits  under the Policy are  summarized  in this  prospectus;
however, you must refer to the Policy itself for the actual terms of the Policy.
You may obtain a copy of the Policy  from us. The Policy can be  purchased  as a
tax-qualified  or  nonqualified  annuity.  The  Policy  remains  in force  until
surrendered  for its Cash Surrender  Value, or all proceeds have been paid under
an annuity income option or as a death benefit.
Ameritas Variable Life OVERTURE MEDLEY!
                                      -10-
<PAGE>

[_]    POLICY APPLICATION AND ISSUANCE

          Replacing an existing  annuity  policy is not always your best choice.
     Evaluate any replacement  carefully.

          To purchase a Policy, you must submit an application and a minimum
initial  premium.  A Policy usually will be issued only if you and the Annuitant
are age 0 through  85,  nearest  birthday.  We  reserve  the right to reject any
application or premium for any reason.

         If your application is in good order upon receipt,  we will credit your
initial  net  premium  to the  Policy  value in  accordance  with the  "right to
examine"  rules in your state  within two  Business  Days after the later of the
date  we  receive  your  application  or your  premium.  If the  application  is
incomplete  or  otherwise  not in good  order,  we will  contact you within five
Business  Days to explain the delay;  at that time we will  refund your  initial
premium  unless you consent to our  retaining it to apply it to your Policy once
all Policy issuance requirements are met.

     The  Policy  Date is the date two  business  days  after  we  receive  your
application  and  initial  premium.  It is the  date  used to  determine  Policy
Anniversaries and Policy Years. No Policy will be dated on or after the 29th day
of a month.  (This does not affect how premium is  credited;  see the  paragraph
above.)
     You can  purchase a  tax-qualified  Policy in  connection  with a number of
arrangements,  including Section 401(a) pension or  profit-sharing  plans, or an
IRA,  Roth IRA,  SIMPLE IRA,  SEP,  403(b)  (TSAs),  and  Section  457  deferred
compensation plans, subject to certain limitations. See this prospectus' FEDERAL
TAX MATTERS  section for details.  Call us if to see if the Policy may be issued
as part of other kinds of plans or arrangements.

o  APPLICATION IN GOOD ORDER
   All application questions must be answered, but particularly note these
   requirements:
  o The  Owner's and the  annuitant's  full name,  Social  Security
    number, and date of birth must be included.
  o Your premium allocations must be completed, be in whole percentages, and
    total 100%.
  o Initial premium must meet minimum premium requirements.
  o Your signature and your agent's signature must be on the application.
  o Identify the type of plan,  whether it is nonqualified or, if qualified, the
    type of qualified  plan.
  o City, state and date application was signed must be completed.
  o If you  have  one,  give  us your  e-mail  address  to  facilitate
    receiving updated Policy information by internet delivery.
  o There  may be forms in addition  to  the  application  required  by law or
    regulation, especially when a qualified plan or replacement is involved.
  o Your agent must be both properly licensed and appointed with us.

o PREMIUM  REQUIREMENTS
     Your  premium  checks  should be made payable to  "Ameritas  Variable  Life
Insurance  Company." We may postpone crediting any payment made by check to your
Policy  until the check has been  honored  by your bank.  Payment  by  certified
check,  banker's draft, or cashier's check will be promptly  applied.  Under our
electronic fund transfer program,  you may select a monthly payment schedule for
us to  automatically  deduct  premiums from your bank account or other  sources.
Total  premiums for all  annuities  held with us for the same  Annuitant may not
exceed $1  million  without  our  consent.

  INITIAL  PREMIUM
o The only  premiumrequired.  All others are optional.
o Must be at least $25,000.  If you purchase the optional  Minimum  Initial
Premium feature,  it must be at least $2,000.  We have the right to change these
premium requirements.

  ADDITIONAL PREMIUMS
  o  Must be at least $1,000; $50 if payments are established as part of a
     regularly  billed  program   (electronic   funds  transfer,   payroll
     deduction, etc.) or a tax-qualified plan. We have the right to change
     these premium requirements.
  o  Will not be accepted,  without our approval, on or after the later of
     (i) the Policy  Anniversary  following your or the  annuitant's  85th
     birthday or (ii) the Annuity Date.


Ameritas Variable Life OVERTURE MEDLEY!
                                      -11-

<PAGE>
  X  OPTIONAL MINIMUM INITIAL PREMIUM FEATURE
         For a charge,  you may elect an  optional  feature to allow the initial
premium  to  be as  low  as  $2,000.  Under  this  feature,  additional  premium
requirements  remain the same. This optional  feature is only available at issue
of the Policy and if you and the annuitant are not older than age 70 at issue of
the Policy. See this prospectus' FEES and FEE TABLES sections for information on
the charge for this optional feature.

o        ALLOCATING YOUR PREMIUMS
         You must allocate your premiums among the variable  investment  options
or the Fixed Account fixed  interest rate option.  Initial  allocations  in your
Policy  application  will be used for additional  premiums until you change your
allocation.  If you do not  specify  any  allocation,  we will not  accept  your
premium.

         o Allocations must be in whole percentages, and total 100%.
         o You may change  your  allocation  by  sending  us  Written  Notice or
           through an authorized telephone transaction. The change will apply to
           premiums received on or after the date we receive your Written Notice
           or authorized telephone transaction.
         o All  premiums  will be  allocated  pursuant to your  instructions  on
           record  with us,  except  your  initial  premium  and any  additional
           premiums  received during your Policy's "right to examine" period may
           be subject to special requirements.

         "RIGHT TO EXAMINE" PERIOD ALLOCATIONS

         RETURN OF VALUE STATE.  In states that permit us to refund your Policy
value upon your cancellation of the Policy during the "right to examine" period,
we will  allocate  your initial  premium to your  selected  variable  investment
options on the date of issue of the Policy.

     RETURN OF PREMIUM STATES AND IRA PLAN  POLICIES.  In states that require us
to refund at least your full premium upon your cancellation of the Policy during
the "right to examine"  period and for all IRA plan  Policies,  we will hold the
portion  of your  initial  premium  allocated  to the  Separate  Account  in the
Ameritas Money Market  Subaccount for 13 days. Then, we will invest your initial
premium  in  the  variable  investment  options  pursuant  to  your  application
instruction.  (Any additional  premiums we receive during the "right to examine"
period plus 3 days will be allocated in the same  manner.) If, at the end of the
"right to examine" period,  you decide to cancel your Policy, we will refund the
amount  required by your state as stated in your Policy  (usually  all  premiums
paid).

[_] YOUR POLICY VALUE
         On your  Policy's  date of issue,  the Policy  value equals the initial
premium  less any charge for  applicable  premium  taxes.  On any  Business  Day
thereafter,  the  Policy  value  equals  the sum of the  values in the  Separate
Account variable  investment options and the Fixed Account.  The Policy value is
expected to change  from day to day,  reflecting  the  expenses  and  investment
experience of the selected variable  investment  options (and interest earned in
the Fixed Account options) as well as the deductions for fees under the Policy.

o        SEPARATE ACCOUNT VALUE
         Premiums or transfers  allocated to  Subaccounts  are  accounted for in
Accumulation Units. The Policy value held in the Separate Account Subaccounts on
any Business Day is determined by  multiplying  each  Subaccount's  Accumulation
Unit value by the number of  Subaccount  units  allocated  to the  Policy.  Each
Subaccount's  Accumulation  Unit value is calculated at the end of each Business
Day as follows:

         (a)  the net asset value of the Subaccount's underlying portfolio as of
              the end of the current  Business  Day plus any dividend or capital
              gain distribution  declared and unpaid by the underlying portfolio
              during that Business  Day,  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 expense fee; minus
         (c)  the daily  mortality  and  expense  risk  charge;  and this result
              divided by
         (d)  the total number of  Accumulation  Units held in the Subaccount on
              the  Business  Day  before  the  purchase  or  redemption  of  any
              Accumulation Units on that day.

         When  transactions are made to or from a Subaccount,  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 Accumulation Unit value on the Business Day the transaction is made.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -12-

<PAGE>

o        FIXED ACCOUNT VALUE
         The  Policy  value  of the  Fixed  Account  (the  fixed  interest  rate
         investment  option) on any Business Day equals:
         (a) the Policy value of the Fixed  Account at the end of the preceding
             Policy month; plus
         (b) any net premiums credited since the end of the previous Policy
             month; plus
         (c) any  transfers  from the  Subaccounts  credited  to the  Fixed
             Account  since  the end of the  previous  Policy  month;  minus
         (d) any transfers  and transfer fee from the Fixed  Account to the
             Subaccounts since the end of the previous Policy month; minus
         (e) any partial  withdrawal and withdrawal charge taken from the Fixed
             Account since the end of the previous  Policy month; minus
         (f) the Fixed Account's share of the annual Policy fee on the Policy
             Anniversary, plus
         (g) interest credited on the Fixed Account balance.

[_}        TELEPHONE TRANSACTIONS

TELEPHONE TRANSACTIONS PERMITTED
o Transfers among investment options.
o Establish systematic transfer programs.
o Change of premium allocations.

HOW TO AUTHORIZE TELEPHONE TRANSACTIONS
o Upon your authorization on the Policy application
  or in Written Notice to us, you, your registered
  representative or a third person named by you may
  do telephone transactions on your behalf.  You bear
  the risk of the accuracy of any designated person's
  instructions to us.

TELEPHONE TRANSACTION RULES:
o Must be received by close of the New York Stock Exchange ("NYSE") (usually
  3 p.m. Central Time); if later,  the transaction will be processed the next
  day the NYSE is open.
o will be recorded for your protection.
o For  security,  you or your  authorized  designee  must  provide your Social
  Security number and/or other identification information.
o May be discontinued at any time as to some or all Owners.

We are not liable for following telephone transaction  instruction we reasonably
believe to be genuine.

[_]        DEATH OF ANNUITANT

         Upon the  annuitant's  death prior to 30 days before the Annuity  Date,
you may generally name a new annuitant. If any Owner is the annuitant, then upon
that Owner's death, the Policy's applicable death benefit becomes payable to the
named  beneficiary(ies).  However,  if the  beneficiary is the deceased  Owner's
spouse,  then upon that Owner's death the spouse may be permitted  under federal
tax law to  become  the new Owner of the  Policy  and to name an  annuitant  and
different beneficiaries.

[_]       DELAY OF PAYMENTS

         We will usually pay any amounts from the Separate Account  requested as
a partial  withdrawal  or cash  surrender  within 7 days after we  receive  your
Written  Notice.  We  can  postpone  such  payments  or any  transfers  out of a
Subaccount  if:  (i) the NYSE is closed  for other than  customary  weekend  and
holiday  closings;  (ii) trading on the NYSE is  restricted;  (iii) an emergency
exists  as  determined  by the SEC,  as a result  of which it is not  reasonably
practical to dispose of securities, or not reasonably practical to determine the
value of the net assets of the Separate  Account;  or (iv) the SEC permits delay
for the protection of security  holders.  The  applicable  rules of the SEC will
govern as to whether the conditions in (iii) or (iv) exist.

         We may defer  payments of partial  withdrawals or a cash surrender from
the Fixed  Account  for up to 6 months  from the date we  receive  your  Written
Notice.

[_]        BENEFICIARY

         You may change your beneficiary by sending Written Notice to us, unless
the named beneficiary is irrevocable. Once we record and acknowledge the change,
it is  effective as of the date you signed the Written  Notice.  The change will
not apply to any payments made or other action taken by us before recording.  If
the named  beneficiary is irrevocable you may change the named  beneficiary only
by Written Notice signed by both you and the

Ameritas Variable Life OVERTURE MEDLEY!
                                      -13-

<PAGE>

beneficiary. If more than one named beneficiary is designated, and you fail to
specify their interest, they will share equally.

         If there are joint Owners, the surviving joint Owner will be deemed the
beneficiary, and the beneficiary named in the Policy application or subsequently
changed  will be deemed the  contingent  beneficiary.  If both joint  Owners die
simultaneously, the death benefit will be paid to the contingent beneficiary.

         If the  beneficiary  is your  surviving  spouse,  the  spouse may elect
either to receive the death benefit, in which case the Policy will terminate, or
to continue the Policy in force with the spouse as Owner.

         If the named  beneficiary  dies  before  you,  then your  estate is the
beneficiary until you name a new beneficiary.

[_]        MINOR OWNER OR BENEFICIARY

         A minor may not own the Policy  solely in the  minor's  name and cannot
receive payments directly as a Policy beneficiary. Contrary to common belief, in
most states  parental  status does NOT  automatically  give parents the power to
provide an adequate release to us to make beneficiary payments to the parent for
the minor's  benefit.  A minor can "own" a Policy through the trustee of a trust
established  for the minor's  benefit,  or through  the minor's  named and court
appointed  guardian,  who owns the Policy in his or her  capacity  as trustee or
guardian.  Where a minor is a named beneficiary,  we are able to pay the minor's
beneficiary payments to the minor's trustee or guardian. Some states allow us to
make such payments up to a limited amount  directly to parents.  Parents seeking
to have a minor's  interest  made  payable to them for the  minor's  benefit are
encouraged  to check with  their  local  court to  determine  the  process to be
appointed as the minor's guardian; it is often a very simple process that can be
accomplished  without  the  assistance  of an  attorney.  If  there  is no adult
representative  able to give us an  adequate  release for payment of the minor's
beneficiary  interest,  we will retain the minor's interest on deposit until the
minor attains the age of majority.

[_]        POLICY CHANGES

         Any change to your Policy is only effective if on a form  acceptable to
us, and then only once it is received at our Service  Office and recorded on our
records.  Information  on how to contact us to  determine  what  information  is
needed and where you can get various  forms for Policy  changes is shown on this
Prospectus' first two pages and last page.

[_]        POLICY TERMINATION

         We may treat any partial  withdrawal that leaves a Policy value of less
than $1,000 as a complete  surrender of the Policy.  See this prospectus' POLICY
DISTRIBUTIONS: WITHDRAWALS section for more information.

         If you have paid no premiums during the previous  36-month  period,  we
have the  right to pay you the  total  value  of your  Policy  in a lump sum and
cancel the Policy if (i) the Policy value is less than $1,000 (does not apply to
IRAs), or (ii) the paid-up  life-time income annuity benefit at maturity,  based
on an accumulation  of the Policy value to maturity,  would be less than $20 per
month. We will not impose a withdrawal charge on involuntary terminations.

[_]        X OPTIONAL FEATURES

         This Policy  allows you the  opportunity  to select,  and pay for, only
those variable  annuity policy features you want by  "unbundling"  features that
are often  incorporated  into a base variable  annuity  policy.  Check with your
sales representative or us before selecting an optional feature, as some may not
be  available  in your state on the  effective  date of this  Prospectus.  These
optional  features are currently  only  available at Policy issue,  and most are
only available if you are then not older than age 70. For features not available
in your  state  on the date of your  purchase,  we may make  them  available  to
existing Owners for a limited time after the feature becomes available.  Each of
the optional features is principally  described in the prospectus sections noted
below:
<TABLE>
<CAPTION>

OPTIONAL FEATURES                                       PROSPECTUS SECTION WHERE IT IS COVERED
----------------                                        --------------------------------------
<S>                                                                     <C>
X optional Minimum Initial Premium feature..............IMPORTANT POLICY PROVISIONS:
                                                             Policy Application and Issuance
X optional Withdrawal Charge Period features............FEES: Withdrawals
X optional Free Withdrawal Privilege features...........POLICY DISTRIBUTIONS: Withdrawals
X optional Guaranteed Minimum Death Benefit features....POLICY DISTRIBUTIONS: Death Benefits

          Charges for each of the optional features are shown in this
                        prospectus' FEE TABLES section.
</TABLE>


Ameritas Variable Life OVERTURE MEDLEY!
                                      -14-

<PAGE>


INVESTMENT OPTIONS
--------------------------------------------------------------------------------

     We recognize you have very personal  goals and investment  strategies.  The
Policy  allows  you to choose  from a wide  array of  investment  options - each
chosen for its potential to meet specific investment objectives.

     You may allocate all or a part of your premiums  among 39 Separate  Account
variable  investment  options or the Fixed Account  fixed  interest rate option.
Allocations must be in whole percentages and total 100%. The variable investment
options,  which invest in  underlying  portfolios,  are listed and  described in
Appendix A to this prospectus.

     THE VALUE OF YOUR POLICY WILL GO UP (up arrow) OR DOWN (down  arrow)  BASED
ON THE INVESTMENT PERFORMANCE OF THE VARIABLE INVESTMENT OPTIONS YOU CHOOSE. The
investment  results  of each  variable  investment  option  are likely to differ
significantly,  and vary  over  time.  They do not earn a fixed  interest  rate.
Please consider  carefully,  and on a continuing basis, which investment options
best suit your long-term  investment  objectives and risk tolerance.

[_}  SEPARATE ACCOUNT VARIABLE INVESTMENT OPTIONS (also see APPENDIX A)

     The Separate Account provides you with variable  investment  options in the
form of  underlying  portfolio  investments.  Each  underlying  portfolio  is an
open-end  investment  management  company.  When you allocate  investments to an
underlying  portfolio,  those  investments  are  placed in a  Subaccount  of the
Separate  Account  corresponding  to that portfolio,  and the Subaccount in turn
invests in the portfolio.  The Policy value of your Policy  depends  directly on
the investment performance of the portfolios that you select.

     The Separate Account is registered with the SEC as a unit investment trust.
However,  the SEC does not supervise the management or the investment  practices
or  policies  of the  Separate  Account  or  AVLIC.  The  Separate  Account  was
established as a separate  investment account of AVLIC under Nebraska law on May
28, 1987. Under Nebraska law, we own the Separate  Account assets,  but they are
held  separately from our other assets and are not charged with any liability or
credited with any gain of business  unrelated to the Separate  Account.  Any and
all distributions made by the underlying portfolios,  with respect to the shares
held by the Separate  Account,  will be reinvested  in additional  shares at net
asset  value.  We are  responsible  to you for  meeting the  obligations  of the
Policy,  but  we do  not  guarantee  the  investment  performance  of any of the
variable  investment  options'  underlying  portfolios.   We  do  not  make  any
representations about their future performance.

THE UNDERLYING PORTFOLIOS IN THE SEPARATE ACCOUNT ARE NOT PUBLICLY TRADED MUTUAL
FUNDS,  AND ARE NOT THE SAME AS OTHER  PUBLICLY  TRADED  MUTUAL  FUNDS WITH VERY
SIMILAR NAMES. They are only available as separate account investment options in
life insurance or variable  annuity policies issued by insurance  companies,  or
through participation in certain qualified pension or retirement plans.

Even if the  investment  options  and  policies  of some  underlying  portfolios
available under the Policy may be very similar to the investment  objectives and
policies  of  publicly  traded  mutual  funds that may be  managed by the same
investment  adviser,  the investment  performance  and results of the portfolios
available under the Policy may vary significantly from the investment results of
such other publicly traded mutual funds.

You should read the  prospectuses  for the underlying  portfolios  together with
this  prospectus  for more  information.

YOU BEAR THE RISK THAT THE  VARIABLE  INVESTMENT  OPTIONS YOU SELECT MAY FAIL TO
MEET THEIR OBJECTIVES, THAT THEY COULD GO DOWN IN VALUE, AND THAT YOU COULD LOSE
PRINCIPAL.

Each Subaccount underlying portfolio operates as a separate investment fund, and
the  income  or  losses  of one  generally  has  no  effect  on  the  investment
performance  of any other.  Complete  descriptions  of each variable  investment
option's investment  objectives and restrictions and other material  information
related to an investment in the variable  investment option are contained in the
prospectuses for each of the series funds which accompany this prospectus.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -15-
<PAGE>


o      ADDING, DELETING, OR SUBSTITUTING VARIABLE INVESTMENT OPTIONS
         We do not control the Subaccounts' underlying portfolios,  so we cannot
guarantee  that any of the  portfolios  will always be available.  We retain the
right to change the  investments of the Separate  Account,  and to eliminate the
shares of any Subaccount  underlying  portfolio and substitute shares of another
series fund portfolio.  If the shares of the underlying  portfolio are no longer
available for  investment  or if, in our  judgment,  investment in the portfolio
would be inappropriate in view of the purposes of the Separate Account,  we will
first notify you and receive any necessary SEC and state approval  before making
such a change.

         New Separate  Account  underlying  portfolios may be added, or existing
funds eliminated, when, in our sole discretion,  conditions warrant a change. If
a  portfolio  is  eliminated,  we will ask you to  reallocate  any amount in the
eliminated  portfolio.   If  you  do  not  reallocate  these  amounts,  we  will
automatically reinvest them in the Ameritas Money Market portfolio.

         If we make a portfolio substitution or change, we may change the Policy
to reflect the substitution or change.  Our Separate Account may be (i) operated
as an  investment  management  company or any other form  permitted by law, (ii)
deregistered  with  the SEC if  registration  is no  longer  required,  or (iii)
combined with one or more other separate  accounts.  To the extent  permitted by
law, we also may transfer assets of the Separate Account to other accounts.

[_]        FIXED ACCOUNT FIXED INTEREST RATE OPTION

         There is one fixed  interest rate option  ("Fixed  Account"),  where we
bear the  investment  risk. We guarantee  that you will earn a minimum  interest
rate that will yield at least 3% per year, compounded annually. We may declare a
higher  current  interest  rate.  Whatever  interest  rate  we  declare  will be
guaranteed  for the  Policy  Year.  However,  you bear the risk that we will not
credit more  interest than will yield the minimum  guaranteed  rate per year for
the life of the Policy. We have sole discretion over how assets allocated to the
Fixed Account are invested,  and we bear the risk that those assets will perform
better or worse than the amount of interest we have declared.  The focus of this
prospectus  is to disclose  the  Separate  Account  aspects of the  Policy.  For
additional details regarding the Fixed Account, read the Policy.

ALL AMOUNTS ALLOCATED TO THE FIXED ACCOUNT BECOME ASSETS OF OUR GENERAL ACCOUNT.
INTEREST IN THE GENERAL  ACCOUNT HAS NOT BEEN REGISTERED WITH THE SEC AND IS NOT
SUBJECT  TO  SEC  REGULATION,  NOR  IS  THE  GENERAL  ACCOUNT  REGISTERED  AS AN
INVESTMENT  COMPANY  WITH THE SEC.  THEREFORE,  SEC STAFF HAVE NOT  REVIEWED THE
FIXED ACCOUNT DISCLOSURES IN THIS PROSPECTUS.

[_]        TRANSFERS

         The  Policy is  designed  for  long-term  investment,  not for use with
professional "market timing" services or use with programmed,  large or frequent
transfers.  Excessive  transfers  could  harm  other  Policy  Owners by having a
detrimental effect on investment portfolio  management.  We reserve the right to
reject any specific premium  allocation or transfer request,  if in the judgment
of a Subaccount  portfolio fund advisor, a Subaccount  portfolio would be unable
to invest effectively in accordance with its investment objectives and policies,
or if Policy owners would otherwise potentially be adversely affected.

          Subject to restrictions during the "right to examine period" and prior
to the Annuity  Date,  you may  transfer  Policy  value from one  Subaccount  to
another,  from the  Separate  Account  to the Fixed  Account,  or from the Fixed
Account to any Subaccount, subject to these rules:


Ameritas Variable Life OVERTURE MEDLEY!
                                      -16-
<PAGE>


   TRANSFER RULES:
o  A transfer is considered  any single  request to move assets from one
   or more  Subaccounts or the Fixed Account to one or more of the other
   Subaccounts or the Fixed Account.
o  We must receive  notice of the transfer-  either Written  Notice,  an
   authorized telephone transaction, or by internet when available.
o  The  transferred  amount  must  be  at  least  $250,  or  the  entire
   Subaccount  or  Fixed  Account  value if it is  less.  (If the  value
   remaining  after a transfer  will be less the $250 in a Subaccount or
   $100 in the Fixed Account, we will include that amount as part of the
   transfer.)
     - If the Dollar Cost Averaging  systematic  transfer  program is used, then
the minimum  transfer  amount out of a  Subaccount  or the Fixed  Account is the
lesser of $100 or the balance in the  Subaccount  or Fixed  Account.  Under this
program,  the maximum amount that may be transferred from the Fixed Account each
month is 1/36th of the value of the Fixed  Account at the time the  Dollar  Cost
Averaging  program is established.  While a Dollar Cost Averaging  program is in
effect, elective transfers out of the Fixed Account are prohibited.

     - The Portfolio Rebalancing and Earnings Sweep systematic transfer programs
have no minimum  transfer limits. o The first 15 transfers each Policy Year from
one investment option to another are free. Thereafter, transfers may result in a
$10 charge for each  transfer.  This fee is  deducted  on a pro-rata  basis from
balances in all Subaccounts and the Fixed Account, so is not subtracted from the
amount of the transfer. Transfers under any systematic transfer program do count
toward the 15 free transfer limit.
o  A transfer from the Fixed Account (except made pursuant to a systematic
   transfer program):
-  may be made only once each Policy Year;
-  may be delayed up to six months;
-  is limited during any Policy Year to the greater of:
-  25% of the Fixed account value on the date of the transfer during
   that Policy Year;
-  the greatest amount of any similar transfer out of the Fixed Account during
   the previous 13 months; or
-  $1,000.
o  We  reserve  the  right  to  limit  transfers,  or  to  modify  transfer
privileges, and we reserve the right to change the transfer rules at any time.
o  If the Policy  value in any Subaccount falls below $250, we may  transfer the
remaining balance, without charge, to the Ameritas Money Market portfolio.

[_]        THIRD-PARTY SERVICES

         Where   permitted  and  subject  to  our  rules,  we  may  accept  your
authorization  to have a third  party  (such  as your  sales  representative  or
someone else you name)  exercise  transfers or  investment  allocations  on your
behalf.  Third-party  transfers and allocations are subject to the same rules as
all  other  transfers  and  allocations.  You  can  make  this  election  on the
application  or by  sending us Written  Notice.  Please  note that any person or
entity you authorize to make transfers or allocations on your behalf,  including
any investment advisory,  asset allocation,  money management or timing service,
does so independently from any agency relationship they may have with us for the
sale of the Policies.  They are  accountable  to you alone for such transfers or
allocations.  We are not  responsible  for such transfers or allocations on your
behalf, or recommendations to you, by such third-party  services.  You should be
aware that fees  charged by such  third-party  services  for their  service  are
separate from and in addition to fees paid under the Policy.

[_]      SYSTEMATIC TRANSFER PROGRAMS

o        DOLLAR COST AVERAGING PROGRAM
         Dollar  Cost  Averaging  allows  you to  automatically  transfer,  on a
periodic basis, a set dollar amount or percentage from the Ameritas Money Market
Subaccount or the Fixed Account to any other Subaccount(s) or the Fixed Account.
Requested  percentages  are converted to a dollar  amount.  You can begin Dollar
Cost  Averaging  when you  purchase  the Policy or later.  You can  increase  or
decrease the amount or percentage of transfers or discontinue the program at any
time.

Systematic  Transfer Programs are  intended  to result in the  purchase of more
Accumulation  Units when a  portfolio's  value is low,  and fewer units when its
value is high. However, there is no guarantee that such a program will result in
a higher  Policy  Value,  protect  against a loss,  or otherwise be  successful.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -17-

<PAGE>



         DOLLAR COST AVERAGING RULES:
o  There is no additional charge for the Dollar Cost Averaging program.
o  We must receive notice of your election and any changed instruction -either
   Written Notice, by telephone  transaction  instruction,  or by internet when
   available.
o  Automatic transfers can only occur monthly.
o  The minimum transfer amount out of the Ameritas Money Market portfolio or
   the Fixed  Account is the lesser of $250 or the  balance  in the  Subaccount
   or Fixed  Account.  Under this program,  the maximum amount that may be
   transferred from the Fixed  Account each month is 1/36th of the Fixed Account
   value at the time Dollar Cost Averaging is established. While a Dollar Cost
   Averaging program is in effect, elective transfers out of the Fixed Account
   are prohibited.  There is no maximum transfer amount limitation applicable to
   any of the Subaccounts.
o  Dollar Cost  Averaging  program  transfers  cannot  begin before the end of a
   Policy's "right to examine"  period.
o  You may specify that transfers be made on the 1st through the 28th day of the
   month.  Transfers  will be made on the date you specify (or if that is not a
   Business  Day, then on the next Business Day). If you do not select a date,
   the program will begin on the next Policy month  anniversary  following the
   date the Policy's  "right to examine" period ends.
o  You can limit the number of transfers  to be made,  in which case the program
   will end when that  number  has been  made.  Otherwise,  the program  will
   terminate  when the amount  remaining  in the Ameritas Money Market portfolio
   or the Fixed Account is less than $100.

The Dollar Cost  Averaging  program does not protect  against a loss and may not
achieve your investment goal.

o   PORTFOLIO REBALANCING PROGRAM
         The Portfolio  Rebalancing  program allows you to rebalance your Policy
value among  designated  Subaccounts  only as you instruct.  You may change your
rebalancing  allocation  instructions  at any time. Any change will be effective
when the next rebalancing occurs.

         PORTFOLIO REBLANCING PROGRAM RULES:
o  There is no additional  charge for the Portfolio  Rebalancing  program.
o  The Fixed Account is excluded from this program.
o  You must request the rebalancing  program,  give us your  rebalancing
   instructions,  or  request  to end this  program  either  by  Written Notice,
   by telephone  transaction  instruction,  or by internet when available.
o  You may have rebalancing occur quarterly, semi-annually or annually.

The Portfolio  Rebalancing  program does not protect  against a loss and may not
achieve your investment goal.

o        EARNINGS SWEEP PROGRAM
         The Earnings Sweep program  allows you to rebalance  earnings from your
Subaccounts  among  designated  investment  options  (Subaccounts  or the  Fixed
Account),  either  based on your  original  Policy  allocation  of  premiums  or
pursuant to new  allocation  instructions.  You may change your  Earnings  Sweep
program  rebalancing  allocation  instructions  at any time.  Any change will be
effective when the next rebalancing occurs.

         EARNINGS SWEEP PROGRAM RULES:
o  There is no  additional  charge for the Earnings  Sweep  program.
o  The Fixed Account is included in this program.
o  You must request the Earnings Sweep program, give us your rebalancing
   instructions,  or  request  to end this  program  either  by  Written Notice,
   by telephone  transaction  instruction,  or by internet when available.
o  You may have your earnings rebalanced quarterly, semi-annually or annually.

The Earnings  Sweep program does not protect  against a loss and may not achieve
your investment goal.


Ameritas Variable Life OVERTURE MEDLEY!
                                      -18-


<PAGE>


FEES                 (> = Base Policy Fee;  X = Optional Feature Fee)
--------------------------------------------------------------------------------

         The  following  repeats  and adds to  information  provided  in the FEE
TABLES section. Please review both prospectus sections for information on fees.

[_]  WITHDRAWAL CHARGE

<TABLE>
                                                         Years since receipt of premium
                                        ----- ------ ----- ------ ------ ----- ------ ----- ------ ------
<S>                                      <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>
(% of each premium withdrawn)             1      2     3      4      5     6      7     8+     9     10+
---------------------------------------- ----- ------ ----- ------ ------ ----- ------ ----- ------ ------
> Base Policy 9-Year Withdrawal Charge    8%    8%     8%    7%     7%     6%    5%     4%    2%     0%
---------------------------------------- ----- ------ ----- ------ ------ ----- ------ ----- ------ ------
X Optional 7-Year Withdrawal              7%    6%     5%    4%     3%     2%    1%     0%      -      -
  Charge
---------------------------------------- ----- ------ ----- ------ ------ ----- ------ ----- ------ ------
X Optional 5-Year Withdrawal              7%    7%     6%    4%     2%     0%     -     -      -      -
  Charge

</TABLE>

     We will deduct a withdrawal  charge from Policy value upon a full surrender
or partial withdrawal.  We may also deduct a withdrawal charge from Policy value
on the date  annuity  income  payments  begin  from  amounts  applied to provide
annuity  payments.  We do not assess a withdrawal  charge on premiums  after the
second year since  receipt  that are then  applied to the Life or Joint and Last
Survivor  annuity income options.  This charge partially covers our distribution
costs,  including commissions and other promotional costs. Any deficiency is met
from our general  account,  including  amounts  derived from the  mortality  and
expense risk charge.

     The amount of a partial  withdrawal you request plus any withdrawal  charge
is  deducted  from  the  Policy  value on the date we  receive  your  withdrawal
request.  Partial  withdrawals  (including  any  charge) are  deducted  from the
Subaccounts  and the Fixed  Account on a pro rata basis,  unless you instruct us
otherwise.  The oldest  premium is  considered to be withdrawn  first,  the next
oldest  premium is  considered  to be withdrawn  next,  and so on (a  "first-in,
first-out" basis). All premiums are deemed to be withdrawn before any earnings.

         X OPTIONAL WITHDRAWAL CHARGE FEATURES
         The optional withdrawal charge features carry the following  additional
current fees which are  deducted  monthly from Policy value to equal this annual
percentage  of Policy value:  0.30% for the Optional  7-Year  Withdrawal  Charge
(guaranteed to never exceed 0.40%), and 0.45% for the Optional 5-Year Withdrawal
Charge (guaranteed to never exceed 0.60%).  Your election of one of the optional
withdrawal charge features must be made at issue of the Policy,  and only if you
are not older than age 70 at issue of the Policy.

         X OPTIONAL FREE WITHDRAWAL FEATURES
         The base Policy does NOT have any free  withdrawal  features  (allowing
withdrawals  not subject to a withdrawal  charge).  Two optional free withdrawal
features are available:  See the prospectus' POLICY  DISTRIBUTIONS:  WITHDRAWALS
section of this  prospectus  for details about these  features.  These  optional
features have current fees which are deducted monthly from Policy value to equal
this  annual  percentage  of  Policy  value:  0.05%  for the  Optional  10% Free
Withdrawal  Privilege  (guaranteed  to never  exceed  0.15%),  and 0.20% for the
Optional  15%/Carryover  Free Withdrawal  Privilege  (guaranteed to never exceed
0.40%).  These fees continu as long as the Policy is in force.

[_]        MORTALITY AND EXPENSE RISK CHARGE

         > We impose a daily fee to  compensate us for the mortality and expense
risks we have under the Policy.  This fee is equal to an annual rate of 0.60% of
the value of the net assets in the Separate Account,  and is guaranteed to never
exceed an annual rate of 0.75%.  This fee is reflected in the Accumulation  Unit
values for each Subaccount.

         Our MORTALITY RISK arises from our obligation to make annuity  payments
and to pay death  benefits  prior to the Annuity  Date.  The  mortality  risk we
assume is that  annuitants  will live  longer  than we  project,  so our cost in
making annuity payments will be higher than projected.  However,  an Annuitant's
own longevity,  or improvement in general life  expectancy,  will not affect the
periodic  annuity payments we pay under your Policy.  Another  mortality risk we
assume is that at your  death the death  benefit  we pay will  greater  than the
Policy value.

         Our  EXPENSE RISK is that our costs to  administer  your  Policy  will
exceed the amount we collect through administrative charges.

         If the mortality  and expense risk charge does not cover our costs,  we
bear the loss,  not you.  If the charge  exceeds  our  costs,  the excess is our
profit. If the withdrawal charge does not cover our Policy  distribution  costs,
the  deficiency  is met from our  general  account  assets,  which  may  include
amounts, if any, derived from this mortality and expense risk charge.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -19-

<PAGE>


[_]        ADMINISTRATIVE FEES

         Administrative fees help us cover our cost to administer your Policy.

         ADMINISTRATIVE EXPENSE FEE
         > This fee is equal to an annual  rate of 0.15% of the value of the net
assets in the Separate Account, and is guaranteed to never exceed an annual rate
of  0.25%.  This fee is  reflected  in the  Accumulation  Unit  values  for each
Subaccount.

         ANNUAL POLICY FEE
         > Currently $0. We reserve the right to charge an annual Policy fee not
           to exceed $40.
         X The optional Minimum Initial Premium feature has a current annual
           Policy fee of $36.

     Any Policy Fee (currently  only levied under the optional  Minimum  Initial
Premium  Feature) is deducted from your Policy value on the last Business Day of
each Policy Year and upon a complete surrender.  This fee is levied by canceling
Accumulation  Units.  It is deducted from each Subaccount in the same proportion
that  the  value  in each  Subaccount  bears to the  total  Policy  value in the
Separate  Account.  We currently  waive any Policy Fee if the Policy value is at
least $50,000.

[_]        TRANSFER FEE

         > The first 15 transfers per Policy Year from  Subaccounts or the Fixed
Account  are free.  A transfer  fee of $10 may be imposed  for any  transfer  in
excess of 15 per Policy  Year.  The  transfer fee is deducted pro rata from each
Subaccount  (and,  if  applicable,  the  Fixed  Account)  in which  the Owner is
invested.

[_]        TAX CHARGES

         Some  states  and  municipalities  levy a tax on  annuities,  currently
ranging from 0% to 3.5% of your premiums. These tax rates, and the timing of the
tax, vary and may change.  Presently,  we deduct the charge for the tax in those
states  with a tax either (a) from  premiums as they are  received,  or (b) upon
applying proceeds to an annuity income option.

         No charges are currently  made for taxes other than premium  taxes.  We
reserve  the right to levy  charges in the  future  for taxes or other  economic
burdens resulting from taxes that we determine are properly  attributable to the
Separate Account.

[_]        FEES CHARGED BY THE PORTFOLIOS

         > Each Subaccount's  underlying  portfolio has investment advisory fees
and  expenses.  They are set forth in this  prospectus'  FEE TABLES  section and
described  in more  detail in each fund's  prospectus.  A  portfolio's  fees and
expenses are not deducted from your Policy value. Instead, they are reflected in
the daily  value of  portfolio  shares  which,  in turn,  will  affect the daily
Accumulation Unit value of the Subaccounts.  These fees and expenses help to pay
the portfolio's investment adviser and operating expenses.

[_]        OPTIONAL FEATURES' FEES

         X Each of the optional  features is  principally  described in the
prospectus sections noted below:
<TABLE>

Optional Feature                                          Prospectus Section Where It Is Covered
----------------                                          --------------------------------------
<S>                                                                    <C>
X optional Minimum Initial Premium feature................IMPORTANT POLICY PROVISIONS:
                                                               Policy Application and Issuance
X optional Withdrawal Charge Period features..............FEES: Withdrawals
X optional Free Withdrawal Privilege features.............POLICY DISTRIBUTIONS: Withdrawals
X optional Guaranteed Minimum Death Benefit features......POLICY DISTRIBUTIONS: Death Benefits

Charges for each of the  optional  features  are shown in this  prospectus'  FEE
TABLES section.
</TABLE>


------------------------------------------
WAIVER OF CERTAIN FEES
         When the Policy is sold in a manner that results in savings of sales or
administrative expenses, we reserve the right to waive all or part of any fee we
charge (excluding fees charged by the portfolios)  under the Policy.  Factors we
consider  include one or more of the  following:  size and type of group to whom
the  Policy  is  issued;  amount  of  expected  premiums;  relationship  with us
(employee of us or an  affiliated  company,  receiving  distributions  or making
transfers from other policies we or one of our affiliates  issue or transferring
amounts  held  under  qualified  retirement  plans  we or one of our  affiliates
sponsor);  type and frequency of administrative and sales services provided;  or
level of annual  maintenance  fee and  withdrawal  charges.  In an  exchange  of
another  policy we or an  affiliated  company  issued  and where the  withdrawal
charge has been waived,  the withdrawal charge for this Policy may be determined
based on the dates premiums were received in the prior policy.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -20-
<PAGE>

         Any fee waiver will not be discriminatory and will be done according to
our rules in effect at the time the  Policy is issued.  We reserve  the right to
change  these  rules.  The  right to waive  any  fees  may be  subject  to state
approval.

POLICY DISTRIBUTIONS                (X = Optional Feature)
--------------------------------------------------------------------------------

         There are several  ways to take all or part of your  investment  out of
your  Policy,  both  before  and after  the  Annuity  Date.  Tax  penalties  and
withdrawal  charges  may apply to amounts  taken out of your  Policy  before the
Annuity  Date.  Your Policy also  provides a death  benefit  (including,  for an
additional  charge, an optional feature  guaranteed  minimum death benefit) that
may be paid upon your death  prior to the Annuity  Date.  All or part of a death
benefit may be taxable.

[_]        WITHDRAWALS

         You may withdraw,  by Written Notice, all or part of your Policy's Cash
Surrender  Value  prior to the  Annuity  Date.  Amounts  withdrawn  (except  for
optional  feature "free"  partial  withdrawals  you may have elected,  described
below) are subject to a  withdrawal  charge.  Following a full  surrender of the
Policy,  or at any time the Policy value is zero,  all your rights in the Policy
end. Total surrender requires you to return your Policy to us.

Withdrawals my be subject to:
  -  Income Tax
  -  Penalty Tax
  -  Withdrawal Charge
Even so called "free" withdrawals may be subject to the tax charges.

         Premiums are deemed to be  withdrawn  before any  earnings;  this means
that there may be no withdrawal  charge if the amount of the  withdrawal is less
than or equal to premiums  received  at least "x" years prior to the  withdrawal
and not considered having been previously withdrawn,  where "x" is the number of
years in the withdrawal  charge period.  Of premium  considered  withdrawn,  the
oldest  premium  is  considered  withdrawn  first,  the next  oldest  premium is
considered withdrawn next, and so on (a "first-in, first-out" procedure).

         WITHDRAWAL RULES
o   Withdrawals must be by Written Notice. A request for a systematic withdrawal
    plan must be on our form and must  specify a date for the first  payment,
    which will not be earlier than the date receive the form.
o   Minimum withdrawal is $250 from any investment option.
o   We may treat any partial withdrawal that leaves a Policy  value of less than
    $1,000 as a complete surrender  of  the  Policy.
o   Withdrawal results in cancellation of Accumulation Units from each
    applicable Subaccount and deduction of Policy value from any Fixed  Account
    option  in the ratio  that the value of each such investment option bears to
    the Policy value (i.e., pro rata from each applicable investment option). If
    you do not specify which investment option(s)  to take the  withdrawal from,
    it will be taken from each investment  option in the  proportion  that the
    Policy  value in each investment option bears to the total Policy value.
o   The total  amount  paid to you upon  total  surrender  of the Policy (taking
    any prior partial  withdrawals into account) may be less than
    the total premiums made,  because a withdrawal  charge or premium tax
    charge may apply to withdrawals,  and because you bear the investment risk
    for all amounts you allocate to the Separate Account.
o   Unless  you give us  Written  Notice  not to  withhold  taxes  from a
    withdrawal,  we must withhold 10% of the taxable amount withdrawn to be paid
    as a federal  tax, as well as any  amounts  required by state laws to be
    withheld for state income taxes.

o        SYSTEMATIC WITHDRAWAL PLAN
         The systematic  withdrawal  plan allows you to  automatically  withdraw
payments of a  pre-determined  dollar amount or fixed percentage of Policy value
from  a  specified  investment  option  monthly,  quarterly,   semi-annually  or
annually.  We can support and encourage your use of electronic  fund transfer of
systematic  withdrawal  plan payments to an account of yours that you specify to
us. The fixed dollar  amount of  systematic  withdrawals  may be  calculated  in
support of Internal Revenue Service minimum  distribution  requirements over the
lifetime of the Annuitant. No systematic withdrawal may be established after the
28th  of  each  month.   Although  this  plan  mimics  annuity  payments,   each
distribution  is a withdrawal that may be taxable and subject to the charges and
expenses  described  above;  you  may  wish  to  consult  a tax  advisor  before
requesting this plan.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -21-

<PAGE>

o        X Optional "Free" Withdrawal Features
     You may elect one of two optional "free" withdrawal features, for a charge.
For information  about the charge for these features,  see this prospectus' FEES
and FEE TABLES sections.  Your election must be made at issue of the Policy, and
only if you are then not older than age 70.

          X Optional 10% "Free" Withdrawal Feature.
            --------------------------------------
     This optional  feature allows you to withdraw,  each Policy Year, up to 10%
of your Policy  value  without  deduction  of a  withdrawal  charge.  Under this
option,  Policy value is  considered  withdrawn on the same basis as in the base
Policy (first premiums on a first-in  first-out basis,  then earnings).  The 10%
amount is  determined  at the time the  withdrawal is made and is reduced by all
prior free  withdrawals  in that Policy Year.  Additional  premiums  contributed
later in that Policy year are not included in determining the 10% amount. If you
do not withdraw the 10% amount in a Policy Year,  you may not carry  forward the
unused "free" withdrawal amount into the next Policy Year.

          X Optional 15% "Free" Withdrawal with Carryover Privilege Feature.
            ---------------------------------------------------------------
     This optional  feature allows you to withdraw,  each Policy Year, up to the
greater of 15% of your Policy value or any of your  accumulated  Policy earnings
without deduction of a withdrawal charge.  (Accumulated  Policy earnings are the
excess of the  Policy  value  over the net of  premiums  paid less any  previous
withdrawals of premium.)  Under this option,  earnings are considered  withdrawn
before  premium,  and premium is  considered  withdrawn on a first-in  first-out
basis.  The 15% amount is determined  at the time the  withdrawal is made and is
reduced by all prior free withdrawls in that Policy Year. This withdrawal charge
will  be  determined  based  on the  relationship  of the  amount  of  principal
withdrawn  to the net amount of  principal  remaining  in the  Policy  after any
previous  withdrawals.  Unused  "free"  withdrawal  amounts in a Policy Year are
carried  forward to the next Policy Year,  subject to a maximum of 30% of Policy
value.

[_]        LOANS (403B PLANS ONLY)

         Loans are only  available  if your  Policy is a Tax  Sheltered  Annuity
(sometimes  called a "TSA" or  "403(b)  plan")  under  federal  tax law and your
Policy value is at least $5,000. We do not charge any loan fee. These Owners can
take loans from the Policy value  beginning  one year after the Policy is issued
up to the Annuity Date, and cannot take out more than one loan each Policy year.
Loans are subject to the terms of the Policy,  the plan, and federal tax law. We
reserve  the right to  modify  the terms of a loan to  comply  with  changes  in
applicable  law, or to reject any loan  request if we believe it may violate the
terms of the plan or applicable law.
(We  are  not   responsible   for   compliance  of  a  loan  request  with  plan
requirements.)

         MINIMUM AND MAXIMUM LOAN AMOUNTS
         MINIMUM - $2,500.  Each loan must  individually  satisfy  this  minimum
amount.
         MAXIMUM - We will  calculate the maximum  nontaxable  loan amount based
upon information provided by the plan participant or the employer.  Loans may be
taxable if a participant has additional loans from other plans. The total of all
your  outstanding TSA loans must not exceed the lesser of (i) $50,000 reduced by
the highest outstanding balance owned during the previous 12 months, or (ii) 50%
of your Policy value.

         HOW LOANS ARE PROCESSED
         All loans are made from our general  account.  We transfer Policy value
to our  general  account  as  security  for the loan.  The  transfer  is made in
proportion  to assets in and among  the  Subaccounts  and in the Fixed  Account,
unless you give us different  allocation  instructions.  No withdrawal charge is
levied upon Policy value transfers  related to loan  processing.  We are usually
able to process a loan request within 7 Business Days.

         LOAN INTEREST
         INTEREST RATE CHARGED ON LOAN BALANCE:  currently 7% effective  annual
         rate;  guaranteed  maximum rate is 8%.
         INTEREST RATE CREDITED TO LOAN: currently  4.5% effective annual rate;
         guaranteed minimum rate is 3%.
Specific loan terms are disclosed at the time of loan application or issuance.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -22-

<PAGE>

         LOAN REPAYMENT
         Loans must be repaid within 5 years, or 20 years if the loan is used to
purchase your principal  residence.  Loan repayments must be identified as such;
if they aren't,  we'll treat them as additional  premium  payments and they will
not reduce the outstanding loan. Loan repayments must be substantially level and
made at least quarterly.  Loan repayments will consist of principal and interest
in amounts set forth in the loan  agreement.  Repayments  are  allocated  to the
Subaccounts and Fixed Account  pursuant to your then current  investment  option
allocation instructions.  Any repayment due under the loan that is unpaid for 90
days will cause the loan balance to become  immediately due without notice.  The
loan will then be treated as a deemed Policy distribution and reported as income
to be taxed to the Owner.

         POLICY DISTRIBUTIONS, INCLUDING ANNUITY INCOME PAYMENTS
         While a loan is outstanding,  any Policy  distributions made, including
annuity income  payments,  will be reduced by the amount of the outstanding loan
plus accrued interest.

         TRANSFERRING THE POLICY
         We reserve the right to  restrict  any  transfer of the Policy  while a
loan is outstanding.

[_]        DEATH BENEFITS

         We will pay the death benefit after we receive Due Proof of Death of an
Owner's death or as soon thereafter as we have sufficient  information about the
beneficiary  to make the  payment.  Death  benefits  may be paid  pursuant to an
annuity income option to the extent allowed by applicable law and any settlement
agreement in effect at your death. If the  beneficiary  does not make an annuity
income option  election  within 60 days of our receipt of Due Proof of Death, we
will issue a lump-sum payment to the beneficiary.

         If  an  Owner  of  the  Policy  is  a   corporation,   trust  or  other
non-individual,  we treat the primary  annuitant as an Owner for purposes of the
death benefit. The "primary annuitant" is that individual whose life affects the
timing or the amount of the death benefit  payout under the Policy.  A change in
the primary annuitant will be treated as the death an Owner.

A death benefit is payable upon:
  -  Your Policy being in force;
  -  Receipt of Due Proof of Death of the first Owner to die;
  -  Election of an annuity income option; and
  -  Proof that the Owner died before any annuity payments begin.
"DUE PROOF OF DEATH" is a  certified  copy of a death  certificate,  a certified
copy of a decree  of a court of  competent  jurisdiction  as to the  finding  of
death,  a written  statement  by the  attending  physician,  or any other  proof
satisfactory to us.

         If the annuitant is an Owner or joint Owner,  the annuitant's  death is
treated as the Owner's death.

         If the  annuitant  is not an Owner and the  annuitant  dies  before the
Annuity  Date,  the Owner may name a new  annuitant  if such  Owner(s)  is not a
corporation  or  other  non-individual  or if such  Owner is the  trustee  of an
Internal Revenue Code Section 401(a) retirement plan. If the Owner does not name
a new annuitant, the Owner will become the annuitant.

         If your spouse is the Policy beneficiary,  annuitant, or a joint Owner,
special tax rules apply.  See the IRS REQUIRED DISTRIBUTION UPON DEATH OF OWNER
section below.

         We will deduct any applicable premium tax not previously  deducted from
the death benefit payable.

o        STANDARD DEATH BENEFIT
         Upon any Owner's  death before the Annuity  Date,  the Policy will end,
and we will pay a death benefit to your  beneficiary.  The death benefit  equals
the largest of:
  - your Policy value (without deduction of the withdrawal charge) on the later
    of the date we receive Due Proof of Death or an annuity  payout  option
    election  less any charge for  applicable premium taxes; or
  - the sum of net premiums, less partial withdrawals.

         Upon any  Owner's  death on or after the  Annuity  Date and  before all
proceeds have been paid, no death benefit is payable, but any remaining proceeds
will be paid to the designated annuity benefit payee based on the annuity income
option in effect at the time of death.

o        IRS REQUIRED DISTRIBUTION UPON DEATH OF OWNER
Federal law requires that if your Policy is tax non-qualified and you die before
the Annuity  Date,  then the entire  value of your  Policy  must be  distributed
within 5 years of your death.  The 5-year rule does not apply to that portion of
the proceeds which (a) is for the benefit of an individual beneficiary;  and (b)
will be paid over the lifetime or the life  expectancy  of that  beneficiary  as
long as  payments  begin not later than one year  after the date of your  death.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -23-
<PAGE>


Special rules may apply to your  surviving  spouse.  The Statement of Additional
Information  has a more  detailed  description  of these rules.  Other  required
distribution  rules apply to  tax-qualified  Policies and are  described in this
prospectus' APPENDIX B.

o        X OPTIONAL GUARANTEED MINIMUM DEATH BENEFIT FEATURES
         You may elect one of three  optional  Guaranteed  Minimum Death Benefit
features,  for a charge.  Your  election must be made when the Policy is issued,
and only if you and the  Annuitant are then not older than age 70. Your election
cannot be changed or  revoked.  Each  feature  ends at your age 85.  Under these
features,  if the Owner is not a natural person, you cannot change the annuitant
after the  guaranteed  minimum  death  benefit  feature is elected.  Each of the
options  provides  the  opportunity  to enhance the  Policy's  death  benefit if
Subaccount  underlying  portfolios  should sharply  decrease in value.  See this
prospectus' FEES and FEE TABLES sections for information on the charge for these
optional features.

         X OPTIONAL "PERIODIC STEP-UP" GUARANTEED MINIMUM DEATH BENEFIT
         At Policy issue,  the  guaranteed  minimum death benefit  amount is the
amount of the initial premium.  Thereafter, the guaranteed minimum death benefit
amount for a given Policy Year is equal to the greater of:
              (a) the Policy value at the time Due Proof of Death is received,
              (b) the sum of premiums paid less withdrawals, or
              (c) the guaranteed minimum death benefit on the Policy Anniversary
              when the most recent death benefit "step-up occurred.
The  "step-up"  interval  is  stated  in your  Policy's  schedule  page for this
feature.  For your attained  ages 80-85,  the  guaranteed  minimum death benefit
amount is the guaranteed minimum death benefit on your 80th birthday adjusted by
adding  subsequent  premiums paid and subtracting  withdrawals  made. After your
85th  birthday,  the  guaranteed  minimum death benefit is $0, so that the death
benefit is just the standard death benefit available under the Policy.

         X OPTIONAL 5% ROLL-UP GUARANTEED MINIMUM DEATH BENEFIT
         At Policy issue,  the  guaranteed  minimum death benefit  amount is the
amount of the initial premium.  Thereafter, the guaranteed minimum death benefit
amount for a given Policy Year is equal to the greater of:
              (a) the current Policy value, or
              (b) the  total  premiums  paid  less  withdrawals  (net  premiums)
              accumulated at 5% simple interest,  up to a maximum of 200% of net
              premiums.
For your attained ages 80-85, the guaranteed minimum death benefit amount is the
guaranteed  minimum  death  benefit  on your 80th  birthday  adjusted  by adding
subsequent  premiums  paid and  subtracting  withdrawals  made.  After your 85th
birthday,  the guaranteed minimum death benefit is $0, so that the death benefit
is just the standard death benefit available under the Policy.

         X OPTIONAL "GREATER OF" GUARANTEED MINIMUM DEATH BENEFIT
     At Policy issue, the guaranteed  minimum death benefit amount is the amount
of the initial premium.  Thereafter, the guaranteed minimum death benefit amount
for a given Policy Year is equal to the greater of the guaranteed  minimum death
benefit amount  payable under either the optional  Periodic  Step-up  guaranteed
minimum death benefit  feature,  or the optional 5% Roll-up  guaranteed  minimum
death benefit feature.
o        TABLE ILLUSTRATING BENEFITS UPON DEATH
         The following tables illustrate benefits payable, if any, upon death of
a party to the Policy for most, but not necessarily all,  situations.  The terms
of any Policy  rider or  qualified  plan  funded by the  Policy may change  this
information.  Please consult your own legal and tax advisor for advice.  You may
contact us for more information.

<TABLE>
<CAPTION>

                    IF DEATH OCCURS BEFORE THE ANNUITY DATE:
---------------------- ------------------------- --------------------- ---------------------------------------------
<S>                      <C>                      <C>                      <C>
If the deceased is..     and...                   and..                  then the
---------------------- ------------------------- --------------------- ---------------------------------------------
any Policy Owner       - - -                     - - -                 Policy beneficiary receives the death
                                                                       benefit.
---------------------- ------------------------- --------------------- ---------------------------------------------
any Policy Owner       there is no  surviving    the  beneficiary  is  surviving  spouse  may elect to become
                       the joint  Policy Owner   the Policy Owner's    Policy Owner and continue the Policy,
                       or it is the deceased     surviving spouse      may have the Policy end and  receive
                       Owner's  spouse                                 the death benefit.
---------------------- ------------------------- --------------------- ---------------------------------------------
the annuitant          a Policy Owner is living  there is no named     the Policy continues with the Policy Owner
                                                 contingent or joint   as the Policy annuitant unless the Owner
                                                 annuitant             names a new annuitant.
---------------------- ------------------------- --------------------- ---------------------------------------------
the annuitant          the Policy Owner is a     - - -                 the annuitant's death is treated as a
                       non-person                                      Policy Owner's death.
---------------------- ------------------------- --------------------- ---------------------------------------------
an annuitant           a Policy Owner is living  the contingent or     contingent annuitant becomes the annuitant,
                                                 joint annuitant is    and the Policy continues.
                                                 living
---------------------- ------------------------- --------------------- ---------------------------------------------
</TABLE>

Ameritas Variable Life OVERTURE MEDLEY!
                                      -24-

<PAGE>


<TABLE>
<CAPTION>
                  If death occurs on or after the Annuity Date:

<S>                      <C>                  <C>
---------------------- -------------------- ------------------------------------------------------------------------
any Policy Owner       there is a living    surviving Policy Owner remains as Owner for purposes of distributing
                       joint Owner, and     any remaining Policy proceeds pursuant to the annuity income option
                       the annuitant is     then in effect.  If the annuity benefit payee was the deceased Policy
                       living               Owner, the surviving Owner receives the proceeds.  If the payee is
                                            other  than  the   deceased Owner, proceeds  continue to be paid to the
                                            payee until the payee's death,  then are paid to the Policy beneficiary.
---------------------- -------------------- ------------------------------------------------------------------------
any Policy Owner       there is no          Policy beneficiary becomes the Policy Owner for purposes of
                       surviving joint      distributing any remaining Policy proceeds pursuant to the annuity
                       Owner, and           income option then in effect.  If the annuity benefit payee was the
                       the annuitant is     Owner, then the Policy beneficiary receives the proceeds.  If the
                       living               payee is other than the Owner, proceeds continue to be paid to the
                                            payee until the payee's death, then are paid to the Policy beneficiary.
---------------------- -------------------- ------------------------------------------------------------------------
any Policy  annuitant  any Policy Owner     Policy Owner (or other named  payee)  receives  distribution  of any
                       is  living           remaining Policy proceeds  pursuant to the annuity income option then
                                            in effect.
---------------------- -------------------- ------------------------------------------------------------------------
the annuitant          the annuitant is     Policy beneficiary becomes the Policy Owner for purposes of
                       also the Policy      distributing any remaining Policy proceeds pursuant to the annuity
                       Owner                income option then in effect.  If the annuity benefit payee was the
                                            Owner,  then the Policy  beneficiary receives the proceeds. If the payee
                                            is other  than the  Owner,  proceeds continue  to be  paid  to the  payee
                                            until the  payee's  death,  then are paid to the Policy beneficiary.
---------------------- -------------------- ------------------------------------------------------------------------
</TABLE>


[_]        ANNUITY INCOME PHASE

         A primary  function of an annuity  contract,  like this  Policy,  is to
provide annuity  payments to the payee(s) you name. You will receive the annuity
benefits unless you designate another payee(s). The level of annuity payments is
determined by your Policy value, the annuitant's sex (except where prohibited by
law) and age, and the annuity income option selected. All or part of your Policy
Cash Surrender Value may be placed under one or more annuity income option.

Annuity Payments:
  -  require investments to be allocated to our general account, so are not
     variable.
  -  may be subject to a withdrawal charge.
  -  may be taxable and, if premature, subject to a tax penalty.

         Annuity  payments may be subject to a withdrawal  charge.  A withdrawal
charge is not applied on the Annuity Date for premiums  applied after the second
year  since  receipt  to the Life or  Joint  and Last  Survivor  annuity  income
options.  However, the withdrawal charge does apply to Policy value placed under
other annuity income options.

         Annuity  payments  must be made to  individuals  receiving  payments on
their own behalf, unless otherwise agreed to by us. Any annuity income option is
only effective once we acknowledge  it. We may require initial and ongoing proof
of the Owner's or annuitant's age or survival. Unless you specify otherwise, the
payee is the Owner.

         Payments under the annuity  income  options are fixed annuity  payments
based on a fixed rate of interest at or higher than the minimum effective annual
rate which is guaranteed to yield 3% on an annual basis. We have sole discretion
whether or not to pay a higher interest rate for annuity income options 1, 2, or
3 (see below).  Current  immediate annuity rates for options 4 or 5 for the same
class of annuities are used if higher than the  guaranteed  amounts  (guaranteed
amounts  are based upon the tables  contained  in the  Policy).  The  guaranteed
amounts are based on the 1983 Table "a"  Individual  Annuity Table  projected 17
years,  and an interest rate which is guaranteed to yield 3% on an annual basis.
Current  interest rates, and further  information,  may be obtained from us. The
amount of each fixed annuity  payment is set and begins on the Annuity Date, and
does not change.

o        WHEN ANNUITY INCOME PAYMENTS BEGIN
         You select the Annuity Date by completing an election form that you can
request  from us at any time.  This date may not be any  earlier  than the fifth
Policy  anniversary.  If you do not specify a date, the Annuity Date will be the
later of the Policy  Anniversary  nearest the  annuitant's  85th birthday or the
fifth Policy Anniversary.  Tax-qualified Policies may require an earlier Annuity
Date.  You may change  this date by sending  Written  Notice for our  receipt at
least 30 days before the then current Annuity Date.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -25-

<PAGE>

o        SELECTING AN ANNUITY INCOME OPTION
         You choose the annuity  income  option by  completing  an election form
that you can request from us at any time. You may change your  selection  during
your life by sending  Written Notice for our receipt at least 30 days before the
date annuity  payments are scheduled to begin.  If no selection is made by then,
we will apply the Policy Cash  Surrender  Value to make annuity  payments  under
annuity income option 4 providing lifetime income payments.

The longer the guaranteed or projected  annuity income option period,  the lower
the amount of each annuity payment.

         If you die before the Annuity  Date (and the Policy is in force),  your
beneficiary  may elect to receive  the death  benefit  under one of the  annuity
income  options  (unless  applicable  law  or  a  settlement  agreement  dictate
otherwise).


o        ANNUITY INCOME OPTIONS
         Once fixed annuity payments under an annuity income option begin,  they
cannot be changed.  (We may allow the  beneficiary to transfer  amounts  applied
under options 1, 2 or 3 to option 4, 5 or 6 after the Annuity Date.  However, we
reserve the right to discontinue  this  practice.)  When the Owner dies, we will
pay any unpaid guaranteed  payments to your  beneficiary.  Upon the last payee's
death, we will pay any unpaid guaranteed payments to that payee's estate.

     NOTE:  IF YOU ELECT AN ANNUITY  INCOME  OPTION BASED ON A LIFE  CONTINGENCY
(OPTION 4 OR 5), IT IS  POSSIBLE  THAT ONLY ONE  ANNUITY  PAYMENT  WOULD BE MADE
UNDER THE ANNUITY OPTION IF THE ANNUITANT DIES BEFORE THE DUE DATE OF THE SECOND
ANNUITY  PAYMENT,  ONLY TWO ANNUITY PAYMENTS WOULD BE MADE IF THE ANNUITANT DIED
BEFORE THE DUE DATE OF THE THIRD ANNUITY PAYMENT,  ETC. THIS WOULD NOT HAPPEN IF
YOU ELECT AN ANNUITY INCOME OPTIONS  GUARANTEEING  EITHER THE AMOUNT OR DURATION
OF PAYMENTS, OR JUST APYING INTEREST (OPTIONS 1,2 OR 3).

         Part or all of any annuity  payment may be taxable as ordinary  income.
If, at the time annuity  payments begin, you have not given us Written Notice to
not withhold  federal income taxes,  we must by law withhold such taxes from the
taxable  portion of each annuity  payment and remit it to the  Internal  Revenue
Service. (Withholding is mandatory for certain tax-qualified Policies.)
         We may pay your Policy proceeds to you in one sum if they are less than
$1,000,  or when the  annuity  income  option  chosen  would  result in periodic
payments of less than $20. If any annuity  payment would be or becomes less than
$20, we also have the right to change the  frequency  of payments to an interval
that will result in payments of at least $20. In no event will we make  payments
under an annuity option less frequently than annually.

         The annuity income options are:


(1) INTEREST PAYMENTS. While proceeds     (4) LIFETIME INCOME ANNUITY. Proceeds
    remain on deposit, we annually            are paid as monthly income
    credit interest to the proceeds.          during the annuitant's life.
    The interest may be paid to the           Variations provide for.
    payee or added to the amount on           guaranteed payments for a period
    deposit.                                  of time.

(2) DESIGNATED AMOUNT ANNUITY.            (5) JOINT AND LAST SURVIVOR LIFETIME
    Proceeds are paid in monthly              INCOME ANNUITY. Proceeds are paid
    installments of a specified               as monthly income during the joint
    amount over at least a 5-year             annuitants' lives and until the
    period until proceeds, with               last of them dies.
    interest, have been fully paid.

(3) DESIGNATED PERIOD ANNUITY.            (6) LUMP SUM.Proceeds are paid in one
    Proceeds are paid in monthly              sum.
    installments for the specified
    period chosen. Monthly incomes
    for each $1,000 of proceeds,
    which include interest, are
    illustrated by a table in the
    Policy.


 Ameritas Variable Life OVERTURE MEDLEY!
                                      -26-


<PAGE>





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

         The  following  discussion  is general in nature and is not intended as
tax advice.  Each person  concerned  should consult a competent tax advisor.  No
attempt is made to consider any  applicable  state tax or other tax laws,  or to
address any federal estate, or state and local estate, inheritance and other tax
consequences  of  ownership  or receipt of  distributions  under a Policy.  This
discussion of federal income tax  consideration  relating to the Policy is based
upon our  understanding of laws as they now exist and are currently  interpreted
by the Internal Revenue Service ("IRS").

         When you invest in an annuity contract, you usually do not pay taxes on
your  investment  gains until you withdraw the money - generally for  retirement
purposes.  If you invest money  (generally on a pre-tax  basis) in an annuity as
part of a pension or  retirement  plan that is subject to  requirements  and may
have additional  benefits under the Internal Revenue Code beyond those generally
applicable to annuities  (e.g.,  "qualified  plan" such as IRAs,  TSAs,  and the
like), your contract is called a "Qualified  Policy." Other annuities,  in which
already  taxed money is invested  (other than as part of a qualified  plan which
can accept after-tax deposits),  are referred to as a "Nonqualified Policy." The
tax  rules  applicable  to  Qualified  Policies  vary  according  to the type of
retirement plan and the terms and conditions of the plan.

[_]        TAXATION OF NONQUALIFIED POLICIES

         If a  non-natural  person  (e.g.,  a  corporation  or a  trust)  owns a
Nonqualified  Policy, the taxpayer generally must include in income any increase
in the excess of the Policy value over the investment in the Policy  (generally,
the  premiums  paid for the  Policy)  during the  taxable  year.  There are some
exceptions  to this rule and a  prospective  owner that is not a natural  person
should discuss these with a tax adviser.

 THE FOLLOWING DISCUSSION GENERALLY APPLIES TO POLICES OWNED BY NATURAL PERSONS


o  WITHDRAWALS.  When a withdrawal from a Nonqualified Policy occurs, the amount
   received  will be treated as ordinary  income  subject to tax up to an amount
   equal to the  excess  (if any) of the  Policy  value  immediately  before the
   distribution  over the  Owner's  investment  in the  Policy  (generally,  the
   premiums paid for the Policy,  reduced by any amount  previously  distributed
   from the Policy that was not  subject to tax) at that time.  In the case of a
   surrender under a Nonqualified  Policy, the amount received generally will be
   taxable only to the extent it exceeds the Owner's investment in the Policy.

o  PENALTY TAX ON CERTAIN WITHDRAWALS.  In the case of a  distribution  from a
   Nonqualified  Policy, there may be imposed a federal tax penalty equal to 10%
   of the amount treated as income. In general,  however, there is no penalty on
   distributions:
     -  made on or after the taxpayer reaches age 59 1/2;
     -  made on or after an Owner's death;
     -  attributable to the taxpayer's becoming disabled; or
     -  made as part of a series of substantially equal periodic payments for
        the life (or life expectancy) of the taxpayer.

   Other  exceptions may be applicable under certain  circumstances  and special
   rules may be applicable in connection with the exceptions  enumerated  above.
   You should  consult a tax adviser with regard to exceptions  from the penalty
   tax.

o  ANNUITY PAYMENTS.  Although tax consequences may vary depending on the payout
   option elected under an annuity  contract,  a portion of each annuity payment
   is generally  not taxed and the  remainder is taxed as ordinary  income.  The
   non-taxable portion of an annuity payment is generally determined in a manner
   that is  designed  to allow you to  recover  your  investment  in the  Policy
   ratably on a tax-free basis over the expected stream of annuity payments,  as
   determined when annuity  payments  start.  Once your investment in the Policy
   has been fully recovered, however, the full amount of each annuity payment is
   subject to tax as ordinary income.

o  TAXATION OF DEATH BENEFIT PROCEEDS.  Amounts may be  distributed  from the
   Policy because of your death or the death of the Annuitant.  Generally,  such
   amounts are  includible  in the income of the  recipient  as follows:  (i) if
   distributed  in a lump sum,  they are taxed in the same manner as a surrender
   of the Policy,  or (ii) if distributed  under an annuity income option,  they
   are taxed in the same way as annuity payments.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -27-

<PAGE>


o  TRANSFERS, ASSIGNMENT OR EXCHANGES OF A POLICY.  A transfer or assignment of
   ownership of the Policy,  the  designation of an Annuitant,  the selection of
   certain  dates for annuity  payments to begin,  or the exchange of the Policy
   may result in certain tax consequences to you that are not discussed here. An
   Owner  contemplating  any such  transfer,  assignment,  or  exchange,  should
   consult a tax advisor as to the tax consequences.

o  WITHHOLDING.  Annuity  distributions are generally subject to withholding for
   the recipient's federal income tax liability. Recipients can generally elect,
   however, not to have tax withheld from distributions.

o  WITHHOLDING FOR NONRESIDENT ALIEN OWNERS.  Generally,  the  amount of any
   payment of interest to a  non-resident  alien of the United  States  shall be
   subject  to  withholding  of a tax  equal  to  30%  of  such  amount  or,  if
   applicable,  a lower treaty rate. A payment may not be subject to withholding
   where the recipient sufficiently establishes that such payment is effectively
   connected  to the  recipient's  conduct of a trade or  business in the United
   States and such payment is included in the recipient's gross income.

o  MULTIPLE POLICIES.  All  Non-Qualified  deferred annuity  contracts that are
   issued by us (or our  affiliates)  to the same Owner during any calendar year
   are treated as one annuity contract for purposes of determining the amount of
   gain includable in such Owner's income when a taxable distribution occurs.

o  FURTHER INFORMATION.  We  believe  that the Policy  qualifies  as an annuity
   contract for Federal income tax purposes and the above discussion is based on
   that assumption.  Further details can be found in the Statement of Additional
   Information under the heading "Tax Status of the Policy."
o



[_]        TAXATION OF QUALIFIED POLICIES

         The tax rules  applicable to Qualified  Policies vary  according to the
type of retirement  plan and the terms and  conditions of the plan.  Your rights
under a  Qualified  Policy may be subject  to the terms of the  retirement  plan
itself,  regardless  of the terms of the Policy.  Adverse tax  consequences  may
result  if  you  do not  ensure  that  contributions,  distributions  and  other
transactions  with respect to the Policy comply with the law. Also, you may wish
to consult a tax and/or financial adviser regarding the use of the Policy within
a qualified or other  retirement  plan, since the purchase of a Policy to fund a
tax-qualified  retirement  account does not provide any  additional tax deferred
treatment  of  earning  beyond  the  treatment  provided  by  the  tax-qualified
retirement  plan  itself.  However,  the Policy does  provide  benefits  such as
lifetime income payments,  family protection through death benefits,  guaranteed
fees and asset allocation models that many retirement plans do not provide.


o  INDIVIDUAL RETIREMENT ACCOUNTS  (IRAs),  as defined  in Section  408 of the
   Internal Revenue Code (Code), permit individuals to make annual contributions
   of up to the  lesser  of  $2,000  or  100%  of  adjusted  gross  income.  The
   contributions  may be  deductible  in  whole  or in  part,  depending  on the
   individual's income.  Distributions from certain pension plans may be "rolled
   over" into an IRA on a  tax-deferred  basis  without  regard to these limits.
   Amounts in the IRA (other than  nondeductible  contributions)  are taxed when
   distributed   from  the  IRA.  A  10%  penalty  tax   generally   applies  to
   distributions  made before age 59 1/2, unless certain  exceptions  apply. The
   Internal   Revenue   Service  has  not  addressed  in  a  ruling  of  general
   applicability  whether  a  death  benefit  provision  such  as  the  optional
   guaranteed minimum death benefit provision(s) in the Policy comports with IRA
   qualification requirements.

o  ROTH IRAS,  as  described  in Code  section  408A,  permit  certain  eligible
   individuals to make non-deductible  contributions to a Roth IRA in cash or as
   a rollover or transfer from another Roth IRA or other IRA. A rollover from or
   conversion  of an IRA to a Roth IRA is  generally  subject  to tax and  other
   special  rules  apply.  The Owner may wish to  consult a tax  adviser  before
   combining  any  converted  amount  with any  other  Roth  IRA  contributions,
   including any other  conversion  amounts from other tax years.  Distributions
   from a Roth  IRA  generally  are  not  taxed,  except  that,  once  aggregate
   distributions  exceed  contributions  to the  Roth IRA  income  tax and a 10%
   penalty tax may apply to distributions made (1) before age 59 1/2 (subject to
   certain  exception)  or (2) during the five taxable  years  starting with the
   year in which the first  contribution  is made to any Roth IRA. A 10% penalty
   tax may apply to amounts attributable to a conversion from an IRA if they are
   distributed  during the five taxable years  beginning  with the year in which
   the conversion was made.


Ameritas Variable Life OVERTURE MEDLEY!
                                      -28-
<PAGE>


o  CORPORATE PENSION AND PROFIT-SHARING PLANS under Section 401(a) of the Code
   allow corporate  employers to establish various types of retirement plans for
   employees,  and  self-employed  individuals to establish  qualified plans for
   themselves and their  employees.  Adverse tax  consequences to the retirement
   plan, the participant, or both may result if the Policy is transferred to any
   individual as a means to provide benefit  payments,  unless the plan complies
   with all the  requirements  applicable to such benefits prior to transferring
   the Policy. The Policy includes guaranteed minimum death benefit options that
   in some cases may exceed the greater of the premiums or the Policy value. The
   standard death benefit or optional  guaranteed minimum death benefit could be
   characterized as an incidental benefit, the amount of which is limited in any
   pension or  profit-sharing  plan.  Because the death  benefit may exceed this
   limitation,  employers  using the Policy in connection with such plans should
   consult their tax adviser.

o  OTHER TAX ISSUES.  Qualified  Policies have minimum  distribution  rules that
   govern  the  timing and  amount of  distributions.  You should  refer to your
   retirement  plan,  adoption  agreement,  or  consult a tax  advisor  for more
   information about these distribution rules.

   Distributions  from Qualified  Policies  generally are subject to withholding
   for the Owner's  Federal Income Tax liability.  The  withholding  rate varies
   according to the type of distribution  and the Owner's tax status.  The Owner
   will be  provided  the  opportunity  to elect not to have tax  withheld  from
   distributions.

   "Eligible rollover  distributions" from section 401(a) plans are subject to a
   mandatory  federal  income  tax  withholding  of 20%.  An  eligible  rollover
   distribution  is the taxable  portion of any  distribution  from such a plan,
   except certain  distributions  such as distributions  required by the Code or
   distributions  in a specified  annuity  form.  The 20%  withholding  does not
   apply,  however,  if the Owner chooses a "direct  rollover"  from the plan to
   another tax-qualified plan or IRA.


[_]        POSSIBLE TAX LAW CHANGES

         Although the  likelihood of legislative  change is uncertain,  there is
always the  possibility  that the tax  treatment  of the Policy  could change by
legislation  or  otherwise.  Consult a tax adviser with  respect to  legislative
developments and their effect on the Policy.

         We have the  right to modify  the  Policy in  response  to  legislative
changes that could  otherwise  diminish the favorable tax treatment that annuity
contract Owners currently receive. We make no guarantee regarding the tax status
of any Policy and do not intend the above discussion as tax advice.


MISCELLANEOUS
--------------------------------------------------------------------------------

[_]        ABOUT OUR COMPANY


RATINGS: A.M. BEST - A (EXCELLENT), 3rd highest rating of 15 categories.

           STANDARD &  POOR'S - AA  (VERY STRONG),  3rd  highest  rating  of 21
              categories for insurer financial  strength.  (THESE RATINGS DO NOT
              BEAR ON THE INVESTMENT PERFORMANCE OF ASSETS HELD IN THE SEPARATE
              ACCOUNT OR ON THE DEGREE OF RISK IN INVESTMENTS IN THE SEPARATE
              ACCOUNT)


AWARD: 1999 DALBAR  SERVICE  AWARD for  outstanding  service to our annuity
          customers.
          DALBAR,  INC., AN INDEPENDENT RESEARCH FIRM, PRESENTS THIS
          AWARD TO ACKOWLEDGE  THE HIGHEST TIER OF SERVICE  SUCCESS AMONG THE 42
          FINANCIAL  SERVICE  COMPANIES  RATED.  WE ARE  PROUD TO BE JUST 1 OF 7
          COMPANIES  TO RECEIVE THIS AWARD.

     Ameritas  Variable Life Insurance  Company  issues the Policy  described in
this  prospectus  and is responsible  for providing each Policy's  insurance and
annuity  benefits.  We are a stock life insurance  company  organized  under the
insurance   laws  of  the  State  of  Nebraska  in  1983.  We  are  an  indirect
majority-owned  subsidiary  of  Ameritas  Acacia  Mutual  Holding  Company,  the
ultimate  parent company of Ameritas Life  Insurance  Corp.  ("Ameritas  Life"),
Nebraska's  oldest  insurance  company - in business since 1887, and Acacia Life
Insurance  Company, a District of Columbia domiciled company chartered by an Act
of the United  States  Congress in 1869.  In 1996,  Ameritas Life entered into a
joint  venture  with AmerUs  Life  Insurance  Company (a merger of Central  Life
Assurance  Company  founded in 1896 and American  Mutual Life Insurance  Company
founded in 1897). Both Ameritas Life and AmerUs now guarantee the obligations of
AVLIC through an agreement forming AMAL Corporation, a holding company that owns
the common stock of AVLIC. Our home office address and Service Office is at 5900
"O" Street,  Lincoln,  Nebraska,  68510. (See page 2 of this prospectus,  or the
cover page or last page for information on how to contact us.)

Ameritas Variable Life OVERTURE MEDLEY!
                                      -29-
<PAGE>

         We are engaged in the business of issuing life  insurance and annuities
throughout  the United States  (except  Maine,  New York and  Vermont),  with an
emphasis on products with variable investment options in underlying portfolios.


[_]        DISTRIBUTION OF THE POLICIES


         Ameritas Investment Corp. ("AIC"), 5900 "O" Street,  Lincoln,  Nebraska
68510, an affiliate of ours, is the principal underwriter of the Policies.  Like
us,  AIC is also a direct  subsidiary  of AMAL  Corporation,  of which  Ameritas
Acacia Mutual Holding Company is the ultimate  majority  owner.  AIC enters into
contracts with various  broker-dealers  ("Distributors") to distribute Policies.
All  persons  selling  the  Policy  will be  registered  representatives  of the
Distributors,  and will also be licensed as  insurance  agents to sell  variable
insurance  products.   AIC  is  registered  with  the  Securities  and  Exchange
Commission as a  broker-dealer  and is a member of the National  Association  of
Securities  Dealers,  Inc.  Commissions  paid to all distributors may be up to a
total of 7% of premiums.  We may also pay other  distribution  expenses  such as
production incentive bonuses.  These distribution  expenses do not result in any
additional  charges  under  the  Policy  other  than  those  described  in  this
prospectus' FEES section.


[_]        VOTING RIGHTS

         As  required  by  law,  we  will  vote  the  Subaccount  shares  in the
underlying  portfolios at regular and special shareholder meetings of the series
funds pursuant to instructions  received from persons having voting interests in
the underlying portfolios. The underlying portfolios may not hold routine annual
shareholder meetings.

         As a Policy Owner, you may have a voting rights in the portfolios whose
shares  underlie the  Subaccounts  you are  invested in. You will receive  proxy
material,  reports, and other materials relating to each underlying portfolio in
which you have voting rights.


[_]        DISTRIBUTION OF MATERIALS

         We will distribute  proxy  statements,  updated  prospectuses and other
materials  to you from time to time.  In order to achieve cost  savings,  we may
send consolidated mailings to several owners with the same last name who share a
common address or post office box.

[_]      ADVERTISING

         From time to time, we may advertise  several types of  performance  for
the Subaccount  variable  investment  options.  We may also  advertise  ratings,
rankings or other  information  related to us, the Subaccounts or the underlying
portfolios. Following is a description of types of performance reporting:

         TOTAL RETURN is the overall  change in the value of an  investment in a
Subaccount variable investment option over a given period of time.
         STANDARDIZED AVERAGE ANNUAL TOTAL RETURN is  calculated in accordance
with SEC guidelines.  This shows the percentage return on $1,000 invested in the
Subaccounts  over the most  recent  1, 5 and 10 year  periods.  If the  variable
investment  option was not available for the full period, we give a history from
the date money was first received in that option. This return reflects deduction
of all recurring  Policy charges during each period (i.e.  mortality and expense
risk charges,  annual Policy fee,  administrative  expenses,  and any applicable
withdrawal charges). Standardized returns may reflect current waiver of any fees
or current charges that are lower than our guaranteed maximum charges.
         Non-standardized  average  annual total return may be for periods other
than those  required or may otherwise  differ from  standardized  average annual
total return. For example,  if a Subaccount's  underlying  portfolio has been in
existence longer than the Subaccount,  we may show non-standardized  performance
for periods that begin on the inception date of the underlying portfolio, rather
than the inception date of the Subaccount.  Otherwise,  non-standardized average
annual  total return is  calculated  in a similar  manner as that stated  above,
except we do not include  the  deduction  of any  applicable  withdrawal  charge
(e.g.,  we assume  the Policy  continues  beyond  the  period  shown),  and some
non-standardized returns may be based on Policy sizes where the Policy fee would
be waived.

[_]        LEGAL PROCEEDINGS

         As of the date of this Prospectus,  there are no proceedings  affecting
the Separate Account, or that are material in relation to our total assets.

Ameritas Variable Life OVERTURE MEDLEY!
                                      -30-

<PAGE>



APPENDIX A:  VARIABLE INVESTMENT OPTION PORTFOLIOS
--------------------------------------------------------------------------------

         The Separate Account Subaccount  underlying portfolios listed below are
designed  primarily  as  investments  for  variable  annuity and  variable  life
insurance policies issued by insurance  companies.  They are not publicly traded
mutual funds  available  for direct  purchase by you.  There is no assurance the
investment objectives will be met.

         This information is just a summary for each underlying  portfolio.  You
should read the series fund  prospectus  for an  underlying  portfolio  for more
information about that portfolio.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
SEPARATE ACCOUNT PORTFOLIO      INVESTMENT STRATEGY        INVESTMENT OBJECTIVE
<S>                                 <C>                          <C>
--------------------------------------------------------------------------------
ALGER                      Offered through The Alger American Fund
                             Advised by Fred Alger Management, Inc.
--------------------------------------------------------------------------------
Alger American Balanced     Common stock of companies      Current Income and
                            with growth potential and      long-term capital
                            fixed-income securities.       growth
--------------------------  ---------------------------- -----------------------
Alger American              Common stocks of companies     Long-term capital
Leveraged AllCap            with growth potential.         growth
--------------------------------------------------------------------------------
AMERICAN CENTURY      Offered through American Century Variable Portfolios, Inc.
                         Advised by American Century Investment Management, Inc.
--------------------------------------------------------------------------------
VP Income & Growth          Common stocks of U.S.          Long-term capital
                            companies.                     growth. Income is
                                                           secondary.
--------------------------------------------------------------------------------
AMERITAS PORTFOLIOS      Offered through Calvert Variable Series, Inc. Ameritas
 (subadvisor)            Portfolios
                         Advised by Ameritas Investment Corp.
-------------------------- ----------------------------- -----------------------
Ameritas Growth            Common stocks of large U.S.      Long-term capital
 (Fred Alger)              companies with broad product     growth.
                           lines, markets, financial
                           resources and depth of
                           management.
-------------------------- ----------------------------- -----------------------
Ameritas Income & Growth   Dividend paying equity        High level of dividend
         (Fred Alger)      securities, preferably         income, with capital
                           with growth potential.        growth as a secondary
                                                         goal.
-------------------------- ----------------------------- -----------------------
                           Common stocks of midsize U.S.         Long-term
Ameritas MidCap Growth     companies with promising growth       capital growth.
         (Fred Alger)      potential.
-------------------------- ----------------------------- -----------------------
                           Common stocks of small, fast-
Ameritas Small             growing U.S. companies that
Capitalization             offer innovative products,        Long-term capital
(Fred Alger)               services or technologies          growth.
                           to a rapidly expanding
                           marketplace.
-------------------------- ----------------------------- -----------------------
Ameritas Micro Cap         Common stocks of small size       Long-term capital
(Babson)                   U.S. companies.                   growth.
-------------------------- ----------------------------- -----------------------
Ameritas Money Market      Money market securities of       Current income.
(Calvert)                  domestic and foreign issuers.
-------------------------- ----------------------------- -----------------------
                           Common stocks of emerging        Long-term capital
Ameritas Emerging Growth   growth companies or related      growth.
         (MFS Co.)         securities, including foreign
                           securities.
-------------------------- ----------------------------- -----------------------
Ameritas Growth With       Common stocks of companies or     Current income,
Income (MFS Co.)           related securities, including     long-term growth
                           foreign securities, to seek to    of capital and
                           provide income equal to 90% of    income.
                           the S&P 500 Composite Index
                           dividend yield.
-------------------------- ----------------------------- -----------------------
Ameritas Research          Common stocks and related          Long-term capital
(MFS Co.)                  securities of companies with       growth and future
                           favorable prospects for long-,     income.
                           term growth attractive
                           valuations, dominant or
                           growing market share, and
                           superior management.
-------------------------- ----------------------------- -----------------------
Ameritas Select (Oakmark)  Common stocks of U.S.               Long-term capital
                           companies.                          growth.
-------------------------- ----------------------------- -----------------------
Ameritas Index 500         Common stocks of U.S.          Results that
(State Street)             companies on the S&P 500       correspond to the
                           Index.                         S&P 500 Index
                                                          company common stocks.
--------------------------------------------------------------------------------
CALVERT SOCIAL      Offered through Calvert Variable Series, Inc. Calvert Social
                    Portfolios
                      Advised by Calvert Asset Management Company, Inc.
--------------------------------------------------------------------------------
CVS Social Balanced        Primarily large-cap growth        Income and capital
                           oriented common stock of U.S.     growth through
                           companies, with 40% bonds         socially screened
                           and other fixed-income            investments.
                           investments.
-------------------------- ----------------------------- -----------------------
CVS Social International   Common stocks of mid to large   High total return
Equity                     cap companies.                  through socially
                                                           screened investments.
-------------------------- ----------------------------- -----------------------
CVS Social Mid Cap Growth  Common stocks of mid cap       Long-term capital
                           companies.                     growth through
                                                          socially screened
                                                          investments.
-------------------------- ----------------------------- -----------------------
CVS Social Small Cap       Common stocks of small cap      Long-term capital
Growth                     companies.                      growth through
                                                           socially screened
                                                           investments.


Ameritas Variable Life OVERTURE MEDLEY!   Variable Investment Options Portfolios
                                     -A:1-

<PAGE>


--------------------------------------------------------------------------------
FIDELITY            Offered through Variable Insurance Products: Service Class 2
(Service Class 2)        Advised by Fidelity Management and Research Company
-------------------------- ----------------------------- -----------------------
IP Asset Manager           Allocated investments among      High total return
                           stocks, bonds and short-term/    with reduced risk
                           money market investments.        over the long-term.
-------------------------- ----------------------------- -----------------------
                           Allocated investments among      High total return.
VIP Asset Manager:         stocks, bonds and short-term/
Growth                     money market investments.
-------------------------- ----------------------------- -----------------------
VIP Contrafund             Common stocks of companies        Long-term capital
                           whose value is not fully          growth.
                           recognized.
-------------------------- ----------------------------- -----------------------
VIP Equity-Income          Income producing equity           Reasonable income.
                           securities.
-------------------------- ----------------------------- -----------------------
VIP Growth                 Common stocks of companies with
                           above average growth potential.      Capital growth.
-------------------------- ----------------------------- -----------------------
                           High yielding fixed-income         High level of
VIP High Income            securities, while also             current income.
                           considering growth of capital.
-------------------------- ----------------------------- -----------------------
                           U.S. Dollar-denominated       High level of current
VIP Investment Grade       investment-grade bonds        income as is consistent
Bond                       (medium and high quality).    with preservation of
                                                         capital.
-------------------------- ----------------------------- -----------------------
VIP Overseas               Securities of foreign
                           companies, diversified across       Long-term capital
                           countries and regions.              growth.
--------------------------------------------------------------------------------
INVESCO FUNDS           Offered through INVESCO Variable Investment Funds, Inc.
                                  Advised by INVESCO Funds Group, Inc.
--------------------------------------------------------------------------------
VIF Dynamics               Common stocks of mid size         Long-term
                           companies.                        capital growth.
--------------------------------------------------------------------------------
MFS                     Offered through MFS Variable Insurance Trust
                      Advised by Massachusetts Financial Services Company
--------------------------------------------------------------------------------
Global Governments         U.S. and foreign government       Income and capital
                           securities, corporate bonds,      growth.
                           and mortgage-backed and
                           asset-backed securities.
-------------------------- ----------------------------- -----------------------
                           Common stocks of smaller cap
New Discovery              emerging growth companies that        Capital growth.
                           are early in their life cycles.
-------------------------- ----------------------------- -----------------------
Utilities                  Equity and debt securities of     Capital growth and
                           U.S. and foreign companies        current income.
                           (including emerging markets)
                           in the utility industry.
--------------------------------------------------------------------------------
MORGAN STANLEY           Offered through Universal Institutional Funds, Inc.
                            Advised by Morgan Stanley Asset Management
--------------------------------------------------------------------------------
Emerging Markets Equity    Growth oriented equity         Long-term capital
                           securities of issuers in       growth.
                           emerging market countries.
-------------------------- ----------------------------- -----------------------
                           Equity securities of issuers     Long-term capital
Global Equity              throughout the world,            growth.
                           including U.S. issuers.
-------------------------- ----------------------------- -----------------------
                           Equity securities of non-U.S.      Long-term capital
International Magnum       issuers domiciled in "EAFE"        growth.
                           countries.
-------------------------- ----------------------------- -----------------------
U.S. Real Estate           Equity securities of companies      Above average
                           in the U.S. real estate industry,   current income
                           including real estate investment    and long-term
                           trusts.                             capital growth.
--------------------------------------------------------------------------------
SALOMON BROTHERS     Offered through Salomon Brothers Variable Series Funds Inc.
                           Advised by Salomon Brothers Asset Management, Inc.
--------------------------------------------------------------------------------
Variable Capital           Common stocks of U.S.        Capital Appreciation.
                           companies of  all sizes.
--------------------------------------------------------------------------------
SUMMIT PINNACLE SERIES       Offered through Summit Mutual Funds Inc.
                              Summit Pinnacle Series
                             Advised by Summit Investment Partners, Inc.
--------------------------------------------------------------------------------
Nasdaq-100 Index            Common stocks of U.S.         Results that
                            companies in  the             correspond to the
                            Nasdaq-100 Index.             Nasdaq-100 Index
                                                          company common stocks.
-------------------------- ----------------------------- -----------------------
                           Common stocks of U.S.          Results that
Russell 2000 Small Cap     companies in the Russell       correspond to the
Index                      2000 Index.                    Russell 2000 Index
                                                          company common stocks.
-------------------------- ----------------------------- -----------------------
S & P Mid Cap 400 Index    Common stocks of U.S.          Results that
                           companies in the S&P MidCap    correspond to the S&P
                           400 Index.                     400 MidCap Index
                                                          company common stocks.
--------------------------------------------------------------------------------
THIRD AVENUE     Offered through Third Avenue Variable Series Trust series fund
                      Advised by EQSF Advisers, Inc.
--------------------------------------------------------------------------------
Third Avenue Value         Common stocks of companies       Long-term capital
                           carrying little debt in          growth.
                           comparison to cash resources.
--------------------------------------------------------------------------------

</TABLE>


Ameritas Variable Life OVERTURE MEDLEY!   Variable Investment Options Portfolios
                                     -A:2-


<PAGE>

APPENDIX B: TAX-QUALIFIED PLAN DISCLOSURES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                      INDEX
<S>                                                                              <C>
Disclosure Statement for IRA, SEP IRA, SIMPLE IRA, & Roth IRA plan...............Page B: 1
Disclosure Statement for 401(a) Pension/Profit Sharing, 403(b) ERISA plan........Page B: 10
Withdrawal Restrictions for 403(b) Tax Sheltered Annuity plan....................Page B: 11

</TABLE>
--------------------------------------------------------------------------------
DISCLOSURE STATEMENT                                    |                    IRA
AMERITAS VARIABLE LIFE INSURANCE COMPANY                |                SEP IRA
(WE, US, OUR, THE COMPANY)                              |             SIMPLE IRA
    for annuity policies issued as a(n):                |               ROTH IRA
--------------------------------------------------------------------------------



                                TABLE OF CONTENTS
PART I: PURPOSE; YOUR RIGHT TO CANCEL YOUR IRA
PART II. PROVISIONS OF THE IRA LAW
   A. Eligibility
   B. Nontransferability
   C. Nonforfeitability
   D. Premium
   E. Contribution Limits
   F. Distributions Requirements
PART III: RESTRICTIONS AND TAX CONSIDERATIONS
---------------------------------------------
   A. Timing of Contributions
   B. Timing of Roth IRA Conversions
   C. Deductible IRA Contributions
   D. Non-deductible Regular IRA Contributions
   E. Effects of Conversion of
        Regular IRA to Roth IRA
   F. Recharacterization of
        IRA/ Roth IRA Contributions
   G. Excess Contributions
   H. Loans and Prohibited Transactions
   I. Taxability of Regular IRA Distributions
   J. Taxability of Roth IRA Distributions
   K. Lump Sum Distribution
   L. Premature IRA Distribution
   M. Minimum Required Distributions
   N. Tax Filing - Regular IRAs
   O. Tax Filing - Roth IRA
Part IV: STATUS OF OUR IRA PLAN
PART  V: FINANCIAL DISCLOSURE

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

PART I.  PURPOSE; YOUR RIGHT TO CANCEL YOUR IRA

THE INFORMATION  PROVIDED IN THIS DISCLOSURE  STATEMENT IS PROVIDED  PURSUANT TO
IRS REQUIREMENTS.  IT DOES NOT CONSTITUTE LEGAL OR TAX ADVICE. FOR THAT, CONTACT
YOUR OWN LEGAL OR TAX  ADVISOR.  Numerical  references  refer to sections of the
Internal Revenue Code (IRC).

If you have any questions  about your Policy,  please  contact us at the address
and telephone number shown below. For further  information  about IRAs,  contact
your personal tax advisor,  any district office of the Internal  Revenue Service
(IRS), or consult IRS publication 590: Individual Retirement Arrangements.  Pub.
590 can be obtained by calling 1-800-TAX-FORM (829-3676).

After  you  establish  an IRA Plan with us,  you may  revoke  your IRA  within a
limited time and receive a full refund of any initial  premium paid.  The period
to revoke  will not be less than  seven  days  following  the date your IRA plan
policy is  issued.  To do so,  send a signed and dated  written  notice and your
Policy to us at:

                    Ameritas Variable Life Insurance Company
                   Service Center, Attn: Annuity Service Team
                                 P.O. Box 82550
                                Lincoln, NE 68501
                            Telephone 1-800-745-1112

Your revocation will be effective 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.  After your  Policy's free look
period  expires,  you  cannot  forfeit  your  interest  in your IRA or  transfer
ownership to another person.


PART II.  PROVISIONS OF THE IRA LAW

Your  variable  annuity  Policy can be used for a Regular IRA, a Rollover IRA, a
Spousal IRA  Arrangement,  a Simplified  Employee  Pension Plan (SEP IRA),  or a
salary reduction  Simplified Employee Pension Plan (SARSEP),  a SIMPLE IRA, or a
Roth IRA. A separate  policy must be purchased  for each  individual  under each
plan. State income tax treatment of IRAs varies;  this disclosure only discusses
the federal tax treatment of IRAs.  While  provisions of the IRA law are similar
for all such plans,  the major  differences  are set forth under the appropriate
topics below.


                                    - B: 1 -
AMERITAS VARIABLE LIFE INSURANCE COMPANY          TAX-QUALIFIED PLAN DISCLOSURE


<PAGE>


A.   ELIGIBILITY

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

ROLLOVER IRA: This is an IRA plan purchased with your distributions from another
IRA  (including a SEP IRA,  SARSEP or SIMPLE IRA),  a Section  401(a)  Qualified
Retirement  Plan,  or a Section  403(b) Tax  Sheltered  Annuity  (TSA).  Amounts
transferred  as  Rollover   Contributions   are  not  taxable  in  the  year  of
distribution  (provided the rules for Rollover  treatment are satisfied) and may
or may not be subject to withholding. Rollover Contributions are not deductible.

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

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

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

     1.A  REGULAR  ROTH  IRA  is  a  Roth  IRA  established  to  receive  annual
       contributions  and/or  qualified  rollover  contributions  (including IRA
       conversion  contributions)  from  other  Roth IRAs or from  other IRAs if
       permitted  by  the  policy  and   endorsement.   Unlike   Regular   IRAs,
       contributions to a Roth IRA are not deductible for tax purposes. However,
       any gain accumulated in a Roth IRA may be nontaxable,  depending upon how
       and when withdrawals are made.

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

     3.SPOUSAL  ROTH IRA  ARRANGEMENT:  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 IRS
form 5305-SEP or other plan document provided by the employer.

SALARY  REDUCTION  SIMPLIFIED  EMPLOYEE  PENSION PLAN (SARSEP):  An employee may
participate in a SARSEP plan based on eligibility  requirements set forth in IRS
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 may participate in a SIMPLE IRA Plan based on eligibility  requirements
set  forth in IRS  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 to anyone (except in the case
of transfer incident to divorce).

C.   NONFORFEITABILITY

The  value  of your  IRA  Plan  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.   CONTRIBUTION LIMITS

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 Education
IRAs or employer  contributions or salary deferrals made 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.


                                    - B: 2 -
AMERITAS VARIABLE LIFE INSURANCE COMPANY          TAX-QUALIFIED PLAN DISCLOSURE



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

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

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

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

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

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

ROTH IRA: The maximum total annual  contribution  an individual  can make to all
IRAs  (including  Roth IRAs,  but not  Education,  SARSEP or SIMPLE IRAs) is the
lesser of $2,000 or 100% of compensation. (This limit does not apply to rollover
contributions,  which  includes  amounts  converted from a Regular IRA to a Roth
IRA).  If an individual  contributes  to both a Regular IRA and Roth IRA for the
same tax year,  contributions  are treated as first made to the Regular IRA. For
Roth IRAs  (which are  available  beginning  in the 1998 tax year)  this  $2,000
limitation  is phased  out for  adjusted  gross  incomes  between  $150,000  and
$160,000 for joint filers;  between  $95,000 and $110,000 for single  taxpayers;
and  between $0 and  $10,000  for  married  individuals  who file  separate  tax
returns. AGI for this purpose includes any deductible  contribution to a Regular
IRA,  (i.e.,  the  deduction  is  disregarded)  but does not  include any amount
included in income as a result of a rollover or  conversion  from a non-Roth IRA
to a Roth IRA.

Rollovers  and  transfers  may also be made from one Roth IRA to  another.  Such
rollovers or transfers  are  generally  subject to the same timing and frequency
rules as apply to  Participant  Rollovers  and  transfers  from one  Regular  or
Rollover  IRA to  another.  (SEE PART II,  CONTRIBUTION  LIMITS:  ROLLOVER  IRA,
ABOVE).

Also,  rollovers or  conversions  may be made from  non-Roth IRAs to a Roth IRA.
These  contributions  can be commingled with regular Roth  contributions if your
policy  permits.  To be eligible to make such a  conversion  or rollover  from a
non-Roth IRA, the taxpayer's  adjusted gross income ("AGI") for the taxable year
cannot exceed  $100,000  (joint or individual) and he or she must NOT be married
filing a separate tax return  (unless the  taxpayer  lives apart from his or her
spouse at all times during the year).  A rollover  from a non-Roth IRA to a Roth
IRA does not count  toward  the limit of one  rollover  per IRA in any  12-month
period  under  the  normal  IRA  rollover   rules.   Also,   eligible   rollover
distributions received by you or your spouse from a qualified plan other than an
IRA, may not be directly rolled over to a Roth IRA. However,  you may be able to
roll such a distribution over to a non-Roth IRA, then convert that IRA to a Roth
IRA.  Also if you are eligible to make a  conversion,  you may transfer  amounts
from  most  non-Roth  IRAs  (other  than  Education  IRAs).   Conversion  of  an
individual's  SIMPLE IRA is only permitted after expiration of the 2-year period
which begins on the date the  individual  first  participated  in any SIMPLE IRA
Plan of the employer.  Once an amount in a SIMPLE IRA or SEP has been  converted
to a Roth IRA, it is treated as a Roth IRA contribution for all purposes. Future
contributions  under the SEP or SIMPLE Plan may not be made to the Roth IRA. AGI
for the  purpose of  determining  eligibility  to convert to a Roth IRA does not
include any amount  included  in income as a result of a rollover or  conversion
from a non-Roth IRA to a Roth IRA, but does include the amount of any deductible
contribution made to a Regular IRA for the tax year.

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In addition,  for tax years beginning  before January 1, 2005,  required minimum
distributions  from  an IRA are  included  in AGI for  purposes  of  determining
eligibility for conversion to a Roth IRA. However, for tax years beginning after
December  31,  2004,  required  minimum  distributions  from an IRA  will not be
included in AGI (solely for  purposes of  determining  the $100,000 AGI limit on
conversions).

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

SPOUSAL ROTH IRA ARRANGEMENT: 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,  SARSEP,  or SIMPLE  IRAs) for both  spouses  cannot  exceed
$4,000. If the combined  compensation of both spouses (reduced by any deductible
IRA or non-deductible  Roth contributions made for the "working" spouse) is less
than $4,000,  the total contribution for all IRAs is limited to the total amount
of the  spouses'  combined  compensation.  These limits do not apply to rollover
contributions.

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

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

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

F.   DISTRIBUTION REQUIREMENTS

     1.IRA (EXCEPT ROTH IRAS) DISTRIBUTION REQUIREMENTS

WHILE YOU ARE LIVING. 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.

Once you reach your RBD, you must  withdraw at least a minimum  amount each year
or be subject to a 50%  non-deductible  excise tax on the difference between the
minimum  required  distribution  and the amount  distributed.  To determine  the
required  minimum  distribution  for your  first  "required  distribution  year"
(assuming an annuity  payout has not been elected)  divide your entire  interest
(subject to certain adjustments) in your IRA (generally as of December 31 of the
calendar  year  immediately  preceding  your  age  70 1/2  year)  by  your  life
expectancy  or  the  joint  life   expectancies   of  you  and  your  designated
beneficiary. For subsequent required distribution calendar years, the applicable
life  expectancy(ies) will be applied to your IRA account balance as of December
31 of the calendar year  immediately  preceding the  distribution  calendar year
(subject to adjustments).  Your single or joint life expectancy is determined by
using IRS life expectancy tables. See IRS Publications 575 and 590.

Your life expectancy (and that of your spousal beneficiary,  if applicable) will
be recalculated  annually,  unless you  irrevocably  elect otherwise by the time
distributions are required to begin. With the recalculation  method, if a person
whose life  expectancy is being  recalculated  dies, his or her life  expectancy
will be zero in all  subsequent  years.  The  life  expectancy  of a  non-spouse
beneficiary  cannot be recalculated.  Where life expectancy is not recalculated,
it is reduced by one year for each year after your 70 1/2 year to determine  the
applicable  remaining life  expectancy.  Also, if your benefit is payable in the
form of a joint and survivor annuity, a larger minimum  distribution  amount may
be required  during your lifetime under IRS  regulations,  unless your spouse is
the designated  beneficiary.  If your designated beneficiary is not your spouse,
the  designated  beneficiary's  age will be  deemed  to be no more than ten (10)
years younger than you when  determining  life expectancy for required  payouts.
However, under current I.R.S. proposed regulations, this rule only applies while
you are living and life expectancy of your  beneficiary  after your death can be
determined without regard to this rule.

AFTER YOUR 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

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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

WHILE YOU ARE LIVING.  None, even after you reach age 70 1/2.

AFTER YOUR DEATH.  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  Policy  value  will  continue  to  be
distributed to your designated beneficiary according to the terms of the elected
options,  (provided  that method  satisfies  the  requirements  of Code  Section
408(b)(3), as modified by Code Section 408A(c)(5)).

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

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

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


PART III. RESTRICTIONS & TAX CONSIDERATIONS

A.   TIMING OF CONTRIBUTIONS

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

B.       TIMING OF ROTH IRA CONVERSIONS

Conversions from a non-Roth IRA to a Roth IRA for a particular tax year, MUST BE
INITIATED SO THAT THE  DISTRIBUTION OR TRANSFER FROM THE NON-ROTH IRA IS MADE BY
DECEMBER 31 OF THAT YEAR.  YOU DO NOT HAVE UNTIL THE DUE DATE OF YOUR TAX RETURN
FOR A YEAR TO  CONVERT  A  REGULAR  IRA TO A ROTH  IRA FOR THAT  TAX  YEAR.  For
example,  if you wish to  convert  a  Regular  IRA to a Roth  IRA in  2000,  the
conversion and transfer must be made by December 31, 2000,  even though your tax
return for 2000 may not be due until April 15, 2001.


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C.   DEDUCTIBLE IRA CONTRIBUTIONS

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

If you are not an active  participant  in an employer  sponsored  plan, but your
spouse  is an active  participant,  you may take a full  deduction  for your IRA
contribution  (other than to a Roth IRA) if your AGI is below  $150,000;  if you
are not an  active  participant  but your  spouse  is,  the  maximum  deductible
contribution for you is phased out at AGIs between $150,000 and $160,000.

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

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

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

       MARRIED FILING JOINTLY       SINGLE/HEAD OF HOUSEHOLD
YEAR   AGI                          AGI

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+  $80,000 - $ 100,000         $50,000 - $60,000

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

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

D.   NON-DEDUCTIBLE REGULAR IRA CONTRIBUTIONS

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

E.   EFFECTS OF CONVERSION OF REGULAR IRA TO ROTH IRA

If you convert all or part of a non-Roth IRA to a Roth IRA, the amount converted
from the  non-Roth IRA will be taxable as if it had been  distributed  to you in
the  year of  distribution  or  transfer  from  the  non-Roth  IRA.  If you made
non-deductible contributions to any Regular IRA, part of the amount taken out of
a Regular IRA for conversion will be taxable and part will be non-taxable.  (Use
IRS Form 8606 to determine how much of the  withdrawal  from your Regular IRA is
taxable  and  how  much is  non-taxable).  The  taxable  portion  of the  amount
converted is includable in your income for the year of conversion.

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.

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,  RECHARACTERIZATIONS
OF CONVERSIONS  AND  DISTRIBUTIONS  FROM A ROTH IRA MUST BE REPORTED ON IRS FORM
8606.

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F.   RECHARACTERIZATION OF IRA AND ROTH IRA CONTRIBUTIONS

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

G.   EXCESS CONTRIBUTIONS

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

EXCESS  CONTRIBUTIONS TO A ROTH IRA: If you are ineligible and convert a Regular
IRA to a Roth IRA,  all or a part of the  amount  you  convert  may be an excess
contribution.  (Examples may include conversions made when your Roth AGI exceeds
$100,000 or because you fail to timely make the rollover  contribution  from the
Regular  IRA to the Roth IRA).  In tax years  after  1999,  you may also have an
excess  contribution  if your  conversion is a "failed  conversion"  that is not
timely corrected. You will have an excess contribution if the ineligible amounts
you  convert  and the  contributions  you make to all your IRAs for the tax year
exceed your IRA contribution  limits for the year. To avoid the 6% excise tax on
excess  contributions,  you must withdraw the excess contributions plus earnings
before the due date of your tax return (plus extensions) or  recharacterize  the
contribution,  if permitted (SEE PART III. F. RECHARACTERIZATION OF IRA AND ROTH
IRA CONTRIBUTIONS ABOVE).

H.   LOANS AND PROHIBITED TRANSACTIONS

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

I.   TAXABILITY OF REGULAR IRA DISTRIBUTIONS

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

                                    - B: 7 -
AMERITAS VARIABLE LIFE INSURANCE COMPANY          TAX-QUALIFIED PLAN DISCLOSURE

<PAGE>

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).

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

THE RULES FOR TAXING NON-QUALIFIED  DISTRIBUTIONS AND PREMATURE DISTRIBUTIONS OF
CONVERSION  AMOUNTS FROM A ROTH IRA ARE COMPLEX.  TO ENSURE THAT YOU RECEIVE THE
TAX RESULT YOU DESIRE,  YOU SHOULD CONSULT WITH YOUR TAX ADVISOR BEFORE TAKING A
DISTRIBUTION FROM A ROTH IRA.

K.   LUMP SUM DISTRIBUTION

If you decide to receive the entire  value of your IRA Plan in one lump sum, the
full amount is taxable when received (except as to non-deductible  contributions
to a Regular  IRA or to a Roth IRA,  or  "qualified  distributions"  from a Roth
IRA), and is not eligible for the special 5 or 10 year averaging tax rules under
Code  Section 402 on lump sum  distributions  which may be  available  for other
types of Qualified Retirement Plans.

L.   PREMATURE IRA DISTRIBUTIONS

There  is a 10%  penalty  tax on  taxable  amounts  distributed  from  your  IRA
(including the taxable portion of any  non-qualified  distributions  from a Roth
IRA, or if you receive a distribution of conversion amounts within the five-year
period beginning with the year of the conversion,  any amounts  distributed that
were originally  taxable as a result of the conversion)  prior to the attainment
of age 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;  (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, or
(8) distributions to satisfy a levy issued by the IRS. Generally,  the part of a
distribution  attributable to non-deductible  contributions is not includable in
income  and is not  subject  to the 10%  penalty.  (BUT SEE ROTH IRA  EXCEPTIONS
BELOW).

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

                                    - B: 8 -
AMERITAS VARIABLE LIFE INSURANCE COMPANY          TAX-QUALIFIED PLAN DISCLOSURE

<PAGE>


includable in income as a result of the conversion  (i.e.,  it will not apply to
non-deductible contributions that were converted from the Regular IRA).

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

If a minimum distribution is not made from your IRA (including a Roth IRA) for a
tax year in which it is required, the excess, in any taxable year, of the amount
that should have been distributed over the amount that was actually  distributed
is subject to an excise tax of 50%.

N.   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.

O.   TAX FILING-ROTH IRA

It is  your  responsibility  to keep  records  of your  regular  and  conversion
contributions  to a Roth IRA and to file  any  income  tax  forms  the  Internal
Revenue  Service  may  require  of you as a Roth IRA  owner.  You will need this
information to calculate your taxable income if any, when distributions from the
Roth IRA begin. For example,  conversion  contributions  must be reported to the
Service on Form 8606. Form 5329 is required to be filed to the Service by you to
report and remit any penalty or excise taxes.  Consult the  instructions to your
tax return or your tax advisor for additional  reporting  requirements  that may
apply. Additional information is also available in IRS Publication 590.


PART IV. STATUS OF OUR IRA PLAN

The IRS has  approved  your  IRA,  SEP  IRA,  SIMPLE  IRA or Roth IRA as to form
(except for the Overture Medley variable  annuity policy,  for which approval is
being sought).  Approval by the IRS is optional to us as the issuer. Approval by
the IRS is to form only and does not represent a determination  of the merits of
the IRA, SEP IRA, SIMPLE IRA or Roth IRA.


PART V. FINANCIAL DISCLOSURE

Contributions  to your IRA will be invested in a variable  annuity  policy.  The
variable  annuity policy,  its operation,  and all related fees and expenses are
explained  in detail in the  prospectus  to which this  Disclosure  Statement is
attached.

Growth in the value of your variable  annuity policy IRA cannot be guaranteed or
projected.  The income and expenses of your variable  annuity policy will affect
the  value of your  IRA.  Dividends  from  net  income  earned  are  reduced  by
investment  advisory fees and also be certain other costs. For an explanation of
these fees and other costs, please refer to your prospectus.


                                    - B: 9 -
AMERITAS VARIABLE LIFE INSURANCE COMPANY          TAX-QUALIFIED PLAN DISCLOSURE



<PAGE>


--------------------------------------------------------------------------------
DISCLOSURE STATEMENT
AMERITAS VARIABLE LIFE INSURANCE COMPANY
(WE, US, OUR, THE COMPANY)                       [_] EMPLOYEE BENEFIT
                                                                           PLAN:
                                                  >  PENSION/PROFIT SHARING PLAN
for annuity policies issued as an:                >            403(B) ERISA PLAN
--------------------------------------------------------------------------------

For  purchasers of a 401(a)  Pension/Profit  Sharing Plan, or 403(b) ERISA Plan,
the purpose of this  statement is to inform you as an  independent  Fiduciary of
the Employee  Benefit Plan, of the Sales  Representative's  relationship  to and
compensation  from Ameritas  Variable Life Insurance Company ("we, us, our"), as
well as of charges under the variable  annuity  Policy being  purchased from the
Sales  Representative  as  described  in the  Policy  Prospectus  to which  this
Disclosure Statement is attached.

The Sales Representative is appointed with us as our Sales Representative and is
a  Securities   Registered   Representative.   In  this   position,   the  Sales
Representative  is  employed  to  procure  and  submit  to us  applications  for
contracts, including applications for variable annuity policies.

SALES COMMISSION:  Commissions paid to all distributors  under the Policy may be
up to a total of 7% of  premiums.  We may also pay other  distribution  expenses
such as production incentive bonuses.  These distribution expenses do not result
in any  additional  charges  under the Policy other than those  described in the
Policy's prospectus.

OTHER FEES AND CHARGES are disclosed in the Policy  Prospectus  "FEE TABLES" and
"FEES"  sections.  Please see the Policy  Prospectus  Table of Contents  for the
location of those Prospectus sections.  This Disclosure Statement is attached to
the  Policy  Prospectus,  and the  referenced  sections  of the  Prospectus  are
incorporated in this Statement by reference.  Other Fees and Charges may include
the following:

|X| THESE TRANSACTION FEES:
     -    WITHDRAWAL CHARGE (A PERCENTAGE OF EACH PREMIUM  WITHDRAWN,  DEDUCTED
          FOR A CERTAIN NUMBER OF YEARS AS DEFINED IN THE POLICY PROSPECTUS)
     -    TRANSFER FEE (PER TRANSFER)

|X|      ANNUAL POLICY FEE (DEDUCTED ANNUALLY FROM POLICY VALUE)

|X| THESE SEPARATE ACCOUNT ANNUAL EXPENSES (DEDUCTED DAILY FROM ASSETS ALLOCATED
    TO THE SEPARATE ACCOUNT SUBACCOUNTS):
     -        MORTALITY & EXPENSE RISK CHARGE
     -        ADMINISTRATIVE EXPENSE FEE

|X| OPTIONAL  FEATURE CHARGES FOR THE GUARANTEED  MINIMUM DEATH BENEFIT,  IF
    ELECTED (DEDUCTED MONTHLY FROM ASSETS ALLOCATED TO THE SEPARATE ACCOUNT
    SUBACCOUNTS)

TAXES:  We 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
Policy owner's residence.  Currently,  premium taxes will not exceed 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 Policy
owner,  the Separate  Account  purchases shares of Funds which are available for
investment  under this  Policy.  The net  assets of the  Separate  Account  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.


                                    - B: 10 -
AMERITAS VARIABLE LIFE INSURANCE COMPANY          TAX-QUALIFIED PLAN DISCLOSURE


<PAGE>



--------------------------------------------------------------------------------
WITHDRAWAL RESTRICTIONS
AMERITAS VARIABLE LIFE INSURANCE COMPANY
(WE, US, OUR, THE COMPANY)                        |                TAX-SHELTERED
                                                                   ANNUITY (TSA)
for annuity policies issued as a:                                          PLAN
--------------------------------------------------------------------------------

If this policy is purchased by the policyowner or his/her  employer as part of a
retirement plan under Internal Revenue Code (IRC) Section 403(b),  distributions
under the policy are limited as follows,  notwithstanding policy language to the
contrary:



<PAGE>


A.   Distributions  attributable  to  contributions  made and interest  accruing
     after December 3l, 1988,  pursuant to a salary  reduction  agreement within
     the meaning of IRC Section 402(g)(3)(c) may be paid only:

1.   when the employee  attains age 59 1/2,  separates  from  service,  dies, or
     becomes disabled within the meaning of IRC Section 72(m)(7); or

2.   in the case of hardship.  (Hardship  distributions may not be made from any
     income  earned after  December 31, 1988,  which is  attributable  to salary
     reduction   contributions   regardless   of  when  the   salary   reduction
     contributions were made)

B.   Distributions  attributable to funds transferred from IRC Section 403(b)(7)
     custodial account may be paid or made available only:

1.   When the  employee  attains age 59 1/2,  separates  from  service,  dies or
     becomes disabled within the meaning of IRC Section 72(m)(7); or

2.   in the case of financial  hardship.  Distributions  on account of financial
     hardship will be permitted only with respect to the following amounts:

(i)  benefits accrued as of December 31, 1988, but not earnings on those amounts
     subsequent to that date.
(ii) contributions  made  pursuant to a salary  reduction  agreement  within the
     meaning of IRC Section 3121(a)(1)(D) after December 31, 1988, but not as to
     earnings on those contributions.




                                    - B: 11 -
AMERITAS VARIABLE LIFE INSURANCE COMPANY          TAX-QUALIFIED PLAN DISCLOSURE

<PAGE>


[_]        IMSA

  We  are a  member  of the  Insurance  Marketplace  Standards  Association
("IMSA").  IMSA is a  voluntary  membership  organization  created  by the  life
insurance  industry  to promote  ethical  market  conduct  for  individual  life
insurance and annuity  products.  Our  membership in IMSA applies to us only and
not to our products or affiliates.


                                    THANK YOU
                       for reviewing this Prospectus. You
                          should also review the series
                           fund prospectuses for those
                         Subaccount variable investment
                        option underlying portfolios you
                                 wish to select.


                             IF YOU HAVE QUESTIONS,
                      contact your sales representative, or
                              write or call us at:

                    Ameritas Variable Life Insurance Company
                                 Service Center
                                 P.O. Box 82550
                             Lincoln, Nebraska 68501
                                       or
                                 5900 "O" Street
                             Lincoln, Nebraska 68510
                            Telephone: 1-800-745-1112
                               Fax: 1-402-467-6153

                              www.overturelife.com



REMEMBER, THE CORRECT FORM is important for us to accurately process your Policy
elections and changes. Many can be found on our website "on-line services" site.
Or, call us at our toll-free number and we'll send you the form you need.


`      STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS

       A Statement of Additional  Information and other information about us and
the  Policy  with  the  same  date  as this  prospectus  contains  more  details
concerning the disclosures in this prospectus.

       For   a   free    copy,    access    it   on   the    SEC's    Web   site
(WWW.SEC.GOVE/EDAUX/PROSPECT.HTM, and type in "Ameritas Variable"),  or write or
call  us.  Here is the  Table  of  Contents  for  the  Statement  of  Additional
Information:

                                            Begin on
                                              Page
-----------------------------------------------------

General Information and History                1
Services
-----------------------------------------------------

Purchase of Securities Being Offered           2
Underwriters
-----------------------------------------------------

Calculation of Performance                     2
  Standardized Performance Reporting
  Non-Standardized Performance Reporting
  Our Performance Reports
  Yields
-----------------------------------------------------

Additional Tax Information                     5
  General
  Withholding Tax on Distributions
  Diversification
  Owner Control
  Multiple Contracts
  Partial 1035 Exchanges
  Contracts Owned by other than Natural
      Persons
  Death Benefits
  Tax Treatment of Assignments
  Qualified Plans
  Tax Treatment of Withdrawals
  Types of Qualified Plans
-----------------------------------------------------

Other Information                              12
Service Marks & Copyright
Financial Statements
-----------------------------------------------------



(C) Ameritas Variable Life Insurance Company


                [LOGO] Ameritas Variable Life Insurance Company


Ameritas Variable Life OVERTURE MEDLEY!
                                   LAST PAGE

<PAGE>



                                 [AMERITAS VARIABLE LIFE INSURANCE COMPANY LOGO]
--------------------------------------------------------------------------------
Statement  of  Additional  Information: December  22,2000
to  accompany  Policy Prospectus  dated:  December  22,2000
OVERTURE  MEDLEY !(sm)
Flexible  Premium
Deferred Variable Annuity Policy
                                     Ameritas  Variable Life  Insurance  Company
                                                           Separate Account VA-2
--------------------------------------------------------------------------------
This  Statement  of  Additional  Information  is not a  prospectus.  It contains
information  in  addition  to and more  detailed  than set  forth in the  Policy
prospectus and should be read in  conjunction  with the  prospectus.  The Policy
prospectus  may be obtained  from our Service  Center by writing us at P.O.  Box
82550,  Lincoln,  Nebraska  68501,  by  e-mailing  us  through  our  website  at
WWW.OVERTURELIFE.COM,  or by calling us at 1-800-745-1112. Defined terms used in
the current prospectus for the Policies are incorporated in this Statement.

      TABLE OF CONTENTS                      PAGE

General Information and History................1
Services

Purchase of Securities Being Offered...........2
Underwriters

Calculation of Performance.....................3
  Standardized Performance Reporting
  Non-Standardized Performance Reporting
  Other Performance Reporting
  Yields

Additional Tax Information.....................5
  General
  Withholding Tax on Distributions
  Diversification
  Owner Control
  Multiple Contracts
  Partial 1035 Exchanges
  Contracts Owned by other than Natural Persons
  Death Benefits
  Tax Treatment of Assignments
  Qualified Plans
  Tax Treatment of Withdrawals
  Types of Qualified Plans

Other Information..............................12
Service Marks and Copyright
Financial Statments
                         GENERAL INFORMATION AND HISTORY

Ameritas  Variable Life Insurance  Company  Separate  Account VA-2 is a separate
investment  account of Ameritas  Variable Life Insurance  Company ("we, us, our,
Ameritas").  We are a stock life insurance company organized under the insurance
laws of the State of  Nebraska  in 1983.  We are an  indirect  majority-interest
owned subsidiary of Ameritas Acacia Mutual Holding Company,  the ultimate parent
company of Ameritas Life Insurance Corp.,  Nebraska's oldest insurance company -
in  business  since  1887,  and Acacia  Life  Insurance  Company,  a District of
Columbia  domiciled company chartered by an Act of the United States Congress in
1869.  In 1996,  Ameritas  Life  entered  into a joint  venture with AmerUs Life
Insurance  Company (a merger of Central Life Assurance  Company  founded in 1896
and American Mutual Life Insurance  Company founded in 1897). Both Ameritas Life
and AmerUs now guarantee the  obligations  of Ameritas  Variable Life through an
agreement forming AMAL Corporation, a holding company that owns the common stock
of Ameritas Variable Life. We issue life insurance and annuities  throughout the
United States (except Maine, New York and Vermont), with an emphasis on products
with variable investment options in underlying portfolios managed by advisors of
nationally prominent mutual fund companies.

                                    SERVICES

We are the  custodian of the assets of the Separate  Account.  The custodian has
custody of all funds of the Separate Account and collects  proceeds of shares of
the Subaccount underlying portfolios bought and sold by the Separate Account. We
are also the custodian of Policy assets in the Fixed Account,  which are held in
our general account.

Our financial  statements as of December 31, 1999 and 1998,  and for each of the
three years in the period ended December 31, 1999, and the financial  statements
of the  Subaccounts  of Separate  Account VA-2 as of December 31, 1999,  and for
each of the two  years  in the  period  ended,  included  in this  Statement  of
Additional Information have been audited by Deloitte

AMERITAS VARIABLE LIFE OVERTURE MEDLEY!SAI:1
                                             STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

& Touche LLP, 1248 "O" Street Suite 1040, Lincoln,  Nebraska 68508,  independent
auditors,  as stated in their  reports  appearing  herein,  and are  included in
reliance upon the reports of such firm given upon their  authority as experts in
accounting and auditing.

All matters of state and federal law pertaining to the Policies have been passed
upon by our internal legal staff.


                      PURCHASE OF SECURITIES BEING OFFERED

The  Policy  will be sold by  licensed  insurance  agents  in  states  where the
Policies may be lawfully sold. The agents will be registered  representatives of
broker-dealers that are registered under the Securities Exchange Act of 1934 and
members of the National Association of Securities Dealers, Inc. (NASD).


                                  UNDERWRITERS

The Policy is offered  continuously  and is distributed  by Ameritas  Investment
Corp ("AIC"),  5900 "0" Street,  Lincoln,  Nebraska 68510.  AIC, an affiliate of
ours,  is also a subsidiary  of AMAL  Corporation,  a holding  company that is a
joint  venture of  Ameritas  Life  Insurance  Corp.  and AmerUs  Life  Insurance
Company,  both of  which  guaranty  the  performance  of AIC.  AIC  enters  into
contracts with various  broker-dealers  ("Distributors") to distribute Policies.
Gross  variable  annuity  compensation  we've  paid to AIC for  AIC's  Principal
Underwriter  fees  and  distribution   concessions  was  $22,936,819  for  1999,
$16,527,487  for 1998, and  $11,961,951  for 1997. Of this amount,  AIC in turn
paid   distribution   concessions  to  selling  broker  dealers  and  registered
representatives.


                           CALCULATION OF PERFORMANCE

When  we  advertise  performance  for a  Subaccount  (except  any  Money  Market
Subaccount),  we will include  quotations of  standardized  average annual total
return to facilitate  comparison with  standardized  average annual total return
advertised by other variable annuity  separate  accounts.  Standardized  average
annual total return for a Subaccount will be shown for periods  beginning on the
date the Subaccount first invested in a corresponding series fund portfolio.  We
will  calculate  standardized  average  annual  total  return  according  to the
standard methods  prescribed by rules of the Securities and Exchange  Commission
("SEC").

We report  average  annual  total return  information  via internet and periodic
printed reports.  Average annual total return quotations on our internet website
will be current as of the previous  Business Day.  Printed  average annual total
return  information  may be current  to the last  Business  Day of the  previous
calendar  week,  month,  or  quarter  preceding  the date on  which a report  is
submitted  for  publication.  Both  standardized  average  annual  total  return
quotations  and  non-standardized  total return  quotations  will cover at least
periods  of one,  five,  and ten  years,  or a  period  covering  the  time  the
Subaccount has been in existence, if it has not been in existence for one of the
prescribed  periods.  If the  corresponding  series fund  portfolio  has been in
existence  for longer than the  Subaccount,  the  non-standardized  total return
quotations  will  show the  investment  performance  the  Subacount  would  have
achieved (reduced by the applicable  charges) had it been invested in the series
fund  portfolio  for  the  period  quoted;  this  is  referred  to as  "adjusted
historical"  performance reporting.  Standardized average annual total return is
not available for periods before the Subaccount was in existence.

Quotations  of  standardized  average  annual total return and  non-standardized
total return are based on historical earnings and will fluctuate.  Any quotation
of  performance  should not be  considered  a guarantee  of future  performance.
Factors affecting the performance of a Subaccount and it's corresponding  series
fund  portfolio  include  general  market  conditions,  operating  expenses  and
investment  management.  An Owner's  withdrawal value upon surrender of a Policy
may be more or less than the premium invested in the Policy.


AMERITAS VARIABLE LIFE OVERTURE MEDLEY!  SAI:2
                                             STATEMENT OF ADDITIONAL INFORMATION

<PAGE>


STANDARDIZED PERFORMANCE REPORTING
Standardized  average annual total return for a specific period is calculated by
taking a hypothetical  $1,000  investment in a Subaccount at the offering on the
first  day of the  period  ("initial  investment"),  and  computing  the  ending
redeemable  value  ("redeemable  value")  of that  investment  at the end of the
period.  The  redeemable  value is then  divided by the initial  investment  and
expressed  as a  percentage,  carried  to at least the  nearest  hundredth  of a
percent. Standardized average annual total return is annualized and reflects the
deduction of the mortality and expense fee, the  administrative  expense charge,
the annual Policy Fee (if any),  and is presented both with and without the most
expensive of each of the types of optional features.  Current fees are used, not
the guaranteed  maximum fees.  The redeemable  value also reflects the effect of
any applicable  withdrawal  charge that may be imposed at the end of the period.
No deduction is made for premium taxes which may be assessed by certain states.

NON-STANDARDIZED PERFORMANCE REPORTING
We may also  advertise  non-standardized  total return.  Non-standardized  total
return may assume:  (1) the Policy is not surrendered,  so no withdrawal charges
are levied;  (2) the  Subaccounts  have  existed  for  periods  other than those
required to be presented; (3) current charges are incurred if they are less than
the Policy's  guaranteed  maximum charges;  or (4) may differ from  standardized
average  annual total return in other ways  disclosed in the table  description.
Non-standardized  total return may also assume a larger initial investment which
more  closely  approximates  the size of a typical  Policy.  For these  reasons,
non-standardized  total  returns  for  a  Subaccount  are  usually  higher  than
standardized total returns for a Subaccount.

OUR PERFORMANCE REPORTS
Since  the  Separate  Account   Subaccounts  under  the  Policy  just  commenced
operations  on the  effective  date  of  this  Prospectus,  we do not  have  any
standardized  average  annual  total  returns  to  report  for  each  investment
portfolio (except the Ameritas Money Market  Subaccount).  When we do, they will
be shown for 1, 5, and 10 year  periods  and since  inception  of each  Separate
Account  Subaccount  under the Policy.  (More recent returns may be more or less
than the stated returns due to market volatility).

The  non-standardized  average annual total returns that each Subaccount (except
any Money Market  Subaccount) would have achieved if it had been invested in the
corresponding  series fund portfolio for the periods indicated,  calculated in a
manner similar to standardized  average annual total return (more recent returns
may be more or less than the stated returns due to market volatility) are:

NON-STANDARDIZED "ADJUSTED HISTORICAL" AVERAGE ANNUAL TOTAL RETURN
FOR PERIOD ENDING ON 12/31/1999
(REFLECTS  CURRENT  BASE POLICY  CHARGES  THAT ARE  APPLICABLE  TO THE  SEPARATE
ACCOUNT  ONLY;  E.G., NO POLICY FEE, AND NO  WITHDRAWAL  CHARGES.  ALSO REFLECTS
EXPERIENCE  OF THE  SUBACCOUNT  UNDERLYING  PORTFOLIO  FOR  PERIODS  BEYOND  THE
SUBACCOUNT'S  OWN INCEPTION  DATE.)  (COMPUTED ON THE SAME BASIS AS STANDARDIZED
TOTAL RETURN  EXCEPT NO POLICY FEE IS REFLECTED,  AND NO WITHDRAWAL  CHARGES ARE
REFLECTED SINCE THE POLICY IS INTENDED FOR LONG TERM INVESTMENT.) REFLECTS THESE
CURRENT EXPENSES DEDUCTED DAILY FROM POLICY SEPARATE ACCOUNT ASSETS TO EQUAL THE
ANNUAL % SHOWN:  MORTALITY AND EXPENSE RISK CHARGE OF 0.60%, AND  ADMINISTRATIVE
EXPENSE CHARGE OF 0.15%.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
SUBACCOUNT                                     ONE YEAR            FIVE YEAR           TEN YEAR, OR IF LESS,
(INCEPTION DATE)                               CONTINUE POLICY     CONTINUE POLICY     CONTINUE POLICY
<S>                                               <C>                  <C>                   <C>
-------------------------------------------------------------------------------------------------------------------
ALGER
o Alger American Balanced (9/5/89)                29.22               23.56               13.76
o Alger American Leveraged AllCap (1/25/95)       77.92               N/A                 46.71
AMERICAN CENTURY
o VP Income & Growth (10/30/97)                   17.99               N/A                 23.87
AMERITAS PORTFOLIOS (SUBADVISOR)                  34.70               31.17               22.99
o Ameritas Growth (FRED ALGER) (1/9/89)           44.73               33.33               19.21
o Ameritas Income & Growth (FRED ALGER)           32.21               26.05               24.45
  (11/15/88)
o Ameritas MidCap Growth (FRED ALGER)             47.93               23.40               18.61
  (5/3/93)
o Ameritas Small Capitalization (FRED             N/A                 N/A                 N/A
  Alger) (9/21/88)
o Ameritas Micro Cap (BABSON) (1/1/2001)          76.60               N/A                 36.36
o Ameritas Emerging Growth (MFS CO.)              6.05                N/A                 20.90
  (7/24/95)
o Ameritas Growth With Income (MFS CO.)           23.67               N/A                 22.66
  (10/9/95)
o Ameritas Research (MFS CO.) (7/26/95)           N/A                 N/A                 N/A

AMERITAS VARIABLE LIFE OVERTURE MEDLEY!  SAI:3
                                             STATEMENT OF ADDITIONAL INFORMATION


o Ameritas Select (OAKMARK) (1/1/2001)            N/A                 N/A                 N/A
o Ameritas Index 500 (STATE STREET) (8/1/95)      20.61               N/A                 26.27
CALVERT SOCIAL
o CVS Social Balanced (9/2/86)                    12.25               16.13               12.03
o CVS Social International Equity (6/30/92)       32.84               18.05               14.73
o CVS Social Mid Cap Growth (7/16/91)             6.94                19.65               14.04
o CVS Social Small Cap Growth (3/15/95)           19.35               N/A                 8.70
FIDELITY
o VIP Asset Manager (9/6/89)                      11.02               15.48               13.09
o VIP Asset Manager: Growth (1/3/95)               7.83                N/A                 N/A
o VIP Contrafund  (1/3/95)                        24.14               N/A                 27.68
o VIP Equity-Income  (10/9/86)                    6.26                18.55               14.50
o VIP Growth (10/9/86)                            37.27               29.67               19.96
o VIP High Income  (9/19/85)                      8.07                10.81               12.39
o VIP Investment  Grade Bond  (12/5/88)           -1.05               7.30                6.30
o VIP Overseas (1/28/87)                          42.39               17.29               11.35
INVESCO FUNDS
o VIF Dynamics (8/27/97)                          80.41               N/A                 43.12
MFS
o Global Governments  (6/14/94)                   -2.51               4.33                4.04
o New Discovery  (5/1/98)                         73.41               N/A                 40.78
o Utilities (1/3/95)                              30.80               N/A                 26.39
MORGAN STANLEY
o Emerging Markets Equity (10/1/96)               95.68               N/A                 12.24
o Global Equity (1/2/97)                          9.46                N/A                 14.25
o International Magnum (1/2/97)                   25.19               N/A                 13.52
o U.S. Real  Estate  (3/3/97)                     -1.36               N/A                 1.28
SALOMON  BROTHERS
o  Variable  Capital  (2/1/98)                    19.07               N/A                 18.80
SUMMIT PINNACLE  SERIES
o Nasdaq-100  Index  (4/26/2000)                  N/A                 N/A                 N/A
o Russell 2000 Small Cap Index (4/26/2000)        N/A                 N/A                 N/A
o S & P Mid Cap 400 Index (5/3/99)                N/A                 N/A                 16.47
THIRD AVENUE
o Third Avenue Value (9/21/99)                    N/A                 N/A                 33.84

-------------------------------------------------------------------------------------------------------------------
</TABLE>



YIELDS
We may  advertise  the  current  annualized  yield  for a  30-day  period  for a
Subaccount.  The annualized yield of a Subaccount refers to the income generated
by the  Subaccount  over a  specified  30-day  period.  Because  this  yield  is
annualized,  the yield  generated  by a Subaccount  during the 30-day  period is
assumed to be generated  each 30-day  period.  THE YIELD IS COMPUTED BY DIVIDING
THE NET INVESTMENT  INCOME PER ACCUMULATION UNIT EARNED DURING THE PERIOD BY THE
PRICE  PER  UNIT ON THE  LAST  DAY OF THE  PERIOD,  ACCORDING  TO THE  FOLLOWING
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 BASE POLICY MORTALITY
AND EXPENSE RISK FEE AND  ADMINISTRATIVE  EXPENSE CHARGE.  NET INVESTMENT INCOME
WILL BE DETERMINED  ACCORDING TO RULES ESTABLISHED BY THE SEC. THE YIELD ASSUMES
AN AVERAGE POLICY SIZE OF $75,000, SO NO POLICY FEE IS CURRENTLY APPLICABLE, AND
ALSO  ASSUMES THE POLICY WILL  CONTINUE  (SINCE THE POLICY IS INTENDED  FOR LONG
TERM INVESTMENT) SO DOES NOT REFLECT ANY WITHDRAWAL CHARGE.

Because of the charges and deductions imposed by the Separate Account, the yield
for a Subaccount will be lower than the yield for the corresponding  series fund
portfolio.  The yield on amounts held in the Subaccount  normally will fluctuate
over  time.  Therefore,  the  disclosed  yield  for any  given  period is not an
indication or representation of future yields or rates of return. A Subaccount's
actual yield will be affected by the types and quality of  portfolio  securities
held by the series fund and the series fund's operating expenses.

AMERITAS VARIABLE LIFE OVERTURE MEDLEY!  SAI:4
                                             STATEMENT OF ADDITIONAL INFORMATION

Any current yield quotations of the Ameritas Money Market Subaccount, subject to
Rule 482 of the  Securities  Act of 1933,  will consist of a seven  calendar day
historical yield, carried at least to the nearest hundredth of a percent. We may
advertise yield for the Subaccount based on different time periods,  but we will
accompany it with a yield  quotation based on a seven day calendar  period.  The
Ameritas Money Market  Subaccount's  yield will be calculated by determining the
net  change,  exclusive  of  capital  changes,  in the  value of a  hypothetical
pre-existing  Policy having a balance of one Accumulation  Unit at the beginning
of the base period,  subtracting a hypothetical  charge  reflecting those Policy
deductions  stated  above,  and  dividing  the net change in Policy value by the
value of the  Policy at the  beginning  of the  period  to obtain a base  period
return and  multiplying  the base period return by (365/7).  The Ameritas  Money
Market  Subaccount's  effective  yield is computed  similarly  but  includes the
effect of  assumed  compounding  on an  annualized  basis of the  current  yield
quotations of the Subaccount.

                                AS OF 12/31/1999

REFLECTING CURRENT CHARGES                YIELD              EFFECTIVE YIELD
Ameritas Money Market Subacccount         6.99%                    7.23%

The Ameritas Money Market  Subaccount's yield and effective yield will fluctuate
daily.  Actual yields will depend on factors such as the type of  instruments in
the series fund's portfolio,  portfolio quality and average maturity, changes in
interest  rates,  and the series  fund's  expenses.  Although we  determine  the
Subaccount's  yield on the basis of a seven  calendar  day period,  we may use a
different  time  period on  occasion.  The yield  quotes may reflect the expense
limitations described in the series fund's prospectus or Statement of Additional
Information.  There is no assurance that the yields quoted on any given occasion
will be maintained for any period of time and there is no guarantee that the net
asset  values will  remain  constant.  It should be noted that  neither a Policy
owner's investment in the Ameritas Money Market Subaccount nor that Subaccount's
investment in the Ameritas  Money Market series fund  portfolio is guaranteed or
insured. Yields of other money market funds may not be comparable if a different
base or another method of calculation is used.

                           ADDITIONAL TAX INFORMATION

NOTE:  THIS  INFORMATION  SHOULD NOT BE SUBSTITUTED FOR THE ADVICE OF A PERSONAL
TAX ADVISOR. WE DO NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF ANY POLICY
OR TRANSACTION INVOLVING THE POLICY.  PURCHASERS BEAR THE COMPLETE RISK THAT THE
POLICY MAY NOT BE TREATED AS "ANNUITY  CONTRACTS" UNDER FEDERAL INCOME TAX LAWS.
THE FOLLOWING  DISCUSSION IS NOT  EXHAUSTIVE  AND SPECIAL RULES NOT DESCRIBED IN
THE POLICY  PROSPECTUS  MAY BE APPLICABLE IN CERTAIN  SITUATIONS.  MOREOVER,  NO
ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX LAWS.

GENERAL
Section  72 of the  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),
governs  taxation of annuities in general.  An individual  owner is not taxed on
increases in Policy  value until  distribution  occurs,  either in the form of a
withdrawal  or as annuity  payments  under the  annuity  option  elected.  For a
withdrawal  received as a total surrender (total withdrawal or a death benefit),
the recipient is taxed on the portion of the payment that exceeds the cost basis
of the  Policy.  For a payment  received  as a partial  withdrawal,  federal tax
liability is generally determined on a last-in, first-out basis, meaning taxable
income is withdrawn  before the Policy's cost basis is  withdrawn.  For Policies
issued in connection with  non-qualified  plans, the cost basis is generally the
premiums,  while for contracts  issued in connection  with qualified plans there
may be no cost basis.  The taxable  portion of a withdrawal is taxed at ordinary
income tax rates. Tax penalties may also apply.

For annuity payments, a portion of each payment in excess of an exclusion amount
is includable in taxable  income.  The exclusion  amount for payments based on a
fixed annuity  income option is  determined  by  multiplying  the payment by the
ratio  that the cost  basis of the Policy  (adjusted  for any period  certain or
refund feature) bears to the expected return under the Policy. Payments received
after the  investment in the Policy has been recovered  (i.e.  when the total of
the  excludable  amounts equals the investment in the Policy) are fully taxable.
The taxable portion is taxed at ordinary income tax rates.  For certain types of
qualified  plans there may be no cost basis in the Policy  within the meaning of
Section 72 of the Code. Owners,  Annuitants  and  Beneficiaries  under a Policy
should  seek

AMERITAS VARIABLE LIFE OVERTURE MEDLEY!  SAI:5
                                             STATEMENT OF ADDITIONAL INFORMATION

<PAGE>


competent financial advice about the tax consequences of distributions.

We are taxed as a life insurance  company under the Code. For federal income tax
purposes, the Separate Account is not a separate entity from us.

WITHHOLDING TAX ON DISTRIBUTIONS
The Code  generally  requires us (or, in some cases,  a plan  administrator)  to
withhold tax on the taxable  portion of any  distribution  or withdrawal  from a
contract.  For "eligible  rollover  distributions"  from  Policies  issued under
certain  types of qualified  plans,  20% of the  distribution  must be withheld,
unless  the  payee  elects to have the  distribution  "rolled  over" to  another
eligible plan in a direct transfer.  This requirement is mandatory and cannot be
waived by the owner.

An "eligible  rollover  distribution"  is the estimated  taxable  portion of any
amount received by a covered employee from a plan qualified under Section 401(a)
or 403(a) of the Code, or from a tax sheltered  annuity  qualified under Section
403(b) of the Code  (other  than (1) a series  of  substantially  equal  annuity
payments for the life (or life  expectancy) of the employee,  or joint lives (or
joint life expectancies) of the employee, and his or her designated beneficiary,
or for a  specified  period  of ten  years or more;  (2)  minimum  distributions
required to be made under the Code;  and (3) hardship  withdrawals).  Failure to
"rollover" the entire amount of an eligible rollover distribution  (including an
amount equal to the 20% portion of the  distribution  that was  withheld)  could
have adverse tax  consequences,  including  the  imposition  of a penalty tax on
premature withdrawals, described later in this section.

Withdrawals  or  distributions  from  a  Policy  other  than  eligible  rollover
distributions  are also subject to withholding on the estimated  taxable portion
of the  distribution,  but the  owner  may  elect in such  cases  to  waive  the
withholding requirement.  If not waived, withholding is imposed (1) for periodic
payments,  at the rate that would be imposed if the payments were wages,  or (2)
for  other  distributions,  at the  rate of  10%.  If no  withholding  exemption
certificate is in effect for the payee,  the rate under (1) above is computed by
treating  the  payee  as  a  married   individual   claiming  three  withholding
exemptions.

Generally,  the amount of any payment of interest to a non-resident alien of the
United  States  shall be subject to  withholding  of a tax equal to thirty (30%)
percent of such amount or, if applicable, a lower treaty rate. A payment may not
be subject to withholding where the recipient sufficiently establishes that such
payment  is  effectively  connected  to the  recipient's  conduct  of a trade or
business in the United  States and such  payment is included in the  recipient's
gross income.

DIVERSIFICATION
Section 817(h) of the Code provides that in order for a variable  annuity policy
based on a segregated  asset account to qualify as an annuity contract under the
Code, the investments made by such policy must be "adequately  diversified." The
Treasury  regulations issued under Section 817(h) (Treas.  Reg. 1.817-5) apply a
diversification  requirement to each of the Subaccounts of the Separate Account.
The Separate Account, through the series funds and their portfolios,  intends to
comply with those  diversification  requirements.  We and the series  funds have
entered  into  agreements  regarding  participation  in the  series  funds  that
requires  the series  funds and their  portfolios  to comply  with the  Treasury
regulations.

OWNER CONTROL
The Treasury  department has indicated that the  diversification  regulations do
not provide guidance  regarding the  circumstances in which Policy owner control
of the  investments  of the  Separate  Account will cause the Policy owner to be
treated as the owner of the assets of the Separate Account, thereby resulting in
the loss of favorable  tax  treatment  of the Policy.  At this time it cannot be
determined whether  additional  guidance will be provided and what standards may
be contained in such guidance.

The amount of Owner control which may be exercised under the Policy is different
in some respects from the  situations  addressed in published  rulings issued by
the Internal  Revenue Service in which it was held that the policy owner was not
the owner of the assets of the separate  account.  It is unknown  whether  these
differences, such as the Owner's ability to transfer among investment choices

AMERITAS VARIABLE LIFE OVERTURE MEDLEY!  SAI:6
                                             STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

or the number and type of investment choices available, would cause the Owner to
be  considered as the owner of the assets of the Separate  Account  resulting in
the  imposition  of federal  income tax to the Owner  with  respect to  earnings
allocable to the contract prior to receipt of payments under the Policy.
Due to the  uncertainty  in this area, we reserve the right to modify the Policy
in an attempt to maintain favorable tax treatment.

MULTIPLE CONTRACTS
The Code  provides  that multiple  annuity  contracts  which are issued within a
calendar year to the same contract  owner by one company or its  affiliates  are
treated as one annuity contract for purposes of determining the tax consequences
of any  distribution.  Such  treatment  may result in adverse  tax  consequences
including  more rapid  taxation of the  distributed  amounts from such  multiple
contracts.  For  purposes of this rule,  contracts  received  in a Section  1035
exchange  will be considered  issued in the year of the exchange.  OWNERS SHOULD
CONSULT A TAX ADVISER PRIOR TO PURCHASING MORE THAN ONE ANNUITY  CONTRACT IN ANY
CALENDAR YEAR.

PARTIAL 1035 EXCHANGES
Section 1035 of the Code provides that an annuity contract may be exchanged in a
tax-free transaction for another annuity contract.  The Internal Revenue Service
has stated that it will  challenge  transactions  where  taxpayers  enter into a
series of  partial  exchanges  and  annuitizations  as part of a design to avoid
application  of the 10%  premature  distribution  penalty  or other  limitations
imposed on annuity  contracts under the Code. In the absence of further guidance
from the Internal  Revenue  Service it is unclear what specific types of partial
exchange  designs and  transactions  will be challenged by the Internal  Revenue
Service.  DUE TO THE  UNCERTAINTY IN THIS AREA,  OWNERS SHOULD CONSULT THEIR OWN
TAX ADVISERS PRIOR TO ENTERING INTO A PARTIAL EXCHANGE OF AN ANNUITY CONTRACT.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS
Under Section 72(u) of the Code, the investment earnings on policy premiums will
be taxed  currently to the owner if the owner is a non-natural  person,  e.g., a
corporation  or certain  other  entities.  Such policies  generally  will not be
treated as annuities for federal income tax purposes. However, this treatment is
not  applied  to  policies  held by a trust or other  entity  as an agent  for a
natural  person nor to  policies  held by certain  qualified  plans.  PURCHASERS
SHOULD  CONSULT THEIR OWN TAX COUNSEL OR OTHER TAX ADVISER  BEFORE  PURCHASING A
POLICY TO BE OWNED BY A NON-NATURAL PERSON.

DEATH BENEFITS
Any death  benefits  paid under the Policy are taxable to the  beneficiary.  The
rules  governing the taxation of payments from an annuity  policy,  as discussed
above,  generally  apply to the payment of death  benefits and depend on whether
the death benefits are paid as a lump sum or as annuity  payments.  Estate taxes
may also apply.

TAX TREATMENT OF ASSIGNMENTS
AN ASSIGNMENT OR PLEDGE OF A POLICY MAY HAVE TAX  CONSEQUENCES,  AND MAY ALSO BE
PROHIBITED BY ERISA IN SOME  CIRCUMSTANCES.  OWNERS SHOULD,  THEREFORE,  CONSULT
COMPETENT LEGAL ADVISERS SHOULD THEY WISH TO ASSIGN OR PLEDGE THEIR POLICY.

QUALIFIED PLANS
The Policy  offered by the  Prospectus  is designed to be suitable for use under
various  types of qualified  plans.  Taxation of owners in each  qualified  plan
varies with the type of plan and terms and  conditions  of each  specific  plan.
Owners,  Annuitants  and  Beneficiaries  are  cautioned  that  benefits  under a
qualified  plan  may be  subject  to  the  terms  and  conditions  of the  plan,
regardless of the terms and conditions of the Policies issued to fund the plan.

                          TAX TREATMENT OF WITHDRAWALS
                               NON-QUALIFIED PLANS

Section 72 of the Code governs treatment of distributions from annuity policies.
It provides that if the policy value exceeds the aggregate  premiums  made,  any
amount withdrawn not in the form of an annuity payment will be treated as coming
first from the earnings and then, only after the income portion is exhausted, as
coming from the principal. Withdrawn earnings are included in a taxpayer's gross
income.  Section 72 further provides that a 10% penalty will apply to the income
portion of any distribution. The penalty is not imposed on amounts received: (1)
after the taxpayer  reaches 59 1/2; (2) upon the death of the owner;  (3) if the
taxpayer is totally  disabled as defined in Section 72(m)(7) of the Code; (4) in
a series of substantially equal periodic payments made at least annually for the
life (or life

AMERITAS VARIABLE LIFE OVERTURE MEDLEY!  SAI:7
                                             STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

expectancy) of the taxpayer or for the joint lives (or joint life  expectancies)
of the taxpayer and his  beneficiary;  (5) under an  immediate  annuity;  or (6)
which are allocable to premium payments made prior to August 14, 1982.

With  respect  to (4)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

                                 QUALIFIED PLANS

In the case of a withdrawal  under a qualified  Policy, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a qualified
Policy.  Section  72(t) of the Code  imposes a 10%  penalty  tax on the  taxable
portion of any distribution from qualified retirement plans,  including Policies
issued and qualified under Code Sections 401 (Pension and Profit Sharing plans),
403(b) (tax-sheltered  annuities) and 408 and 408A (IRAs). To the extent amounts
are not included in gross income because they have been rolled over to an IRA or
to another eligible qualified plan, no tax penalty will be imposed.

The  tax  penalty  will  not  apply  to  the  following  distributions:  (1)  if
distribution  is made on or after the date on which the owner or  annuitant  (as
applicable)  reaches  age 59 1/2;  (2)  distributions  following  the  death  or
disability  of  the  owner  or  annuitant  (as  applicable)  (for  this  purpose
"disability" is defined in Section  72(m)(7) of the Code);  (3) after separation
from  service,  distributions  that are  part of  substantially  equal  periodic
payments  made  not  less  frequently  than  annually  for  the  life  (or  life
expectancy)  of the owner or annuitant  (as  applicable)  or the joint lives (or
joint life  expectancies)  of such owner or annuitant (as applicable) and his or
her  designated  beneficiary;  (4)  distributions  to an owner or annuitant  (as
applicable)  who has  separated  from service  after he has attained age 55; (5)
distributions  made to the owner or annuitant (as applicable) to the extent such
distributions  do not exceed  the amount  allowable  as a  deduction  under Code
Section 213 to the owner or annuitant  (as  applicable)  for amounts paid during
the taxable year for medical care; (6) distributions  made to an alternate payee
pursuant to a qualified  domestic  relations  order; (7)  distributions  made on
account of an IRS levy upon the qualified Policy;  (8) distributions from an IRA
for the purchase of medical  insurance (as described in Section  213(d)(1)(D) of
the Code) for the  policy  owner or  annuitant  (as  applicable)  and his or her
spouse and  dependents  if the policy owner or  annuitant  (as  applicable)  has
received unemployment compensation for at least 12 weeks (this exception will no
longer  apply  after the policy  owner or  annuitant  (as  applicable)  has been
re-employed  for at  least  60  days);  (9)  distributions  from  an  Individual
Retirement  Annuity made to the owner or annuitant (as applicable) to the extent
such  distributions do not exceed the qualified  higher  education  expenses (as
defined  in  Section  72(t)(7)  of the  Code)  of the  owner  or  annuitant  (as
applicable)  for the taxable  year;  and (10)  distributions  from an Individual
Retirement  Annuity made to the owner or  annuitant  (as  applicable)  which are
qualified first-time home buyer distributions (as defined in Section 72(t)(8) of
the Code).  The exception  stated in items (4) and (6) above do not apply in the
case of an IRA. The exception  stated in (3) above applies to an IRA without the
requirement that there be a separation from service.

With  respect  to (3)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

Withdrawals of amounts  attributable to contributions  made pursuant to a salary
reduction  agreement  (in  accordance  with Section  403(b)(11) of the Code) are
limited to the  following:  when the owner  attains age 59 1/2,  separates  from
services,  dies, becomes disabled (within the meaning of Section 72(m)(7) of the
Code),  or in the case of  hardship.  Hardship  withdrawals  do not  include any
earnings on salary  reduction  contributions.  These  limitations on withdrawals
apply to: (1) salary reduction  contributions  made after December 31, 1988; (2)

AMERITAS VARIABLE LIFE OVERTURE MEDLEY!  SAI:8
                                             STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

income  attributable  to such  contributions;  and (3)  income  attributable  to
amounts held as of December 31, 1988.  The  limitations  on  withdrawals  do not
affect rollovers or exchanges between certain qualified plans. Tax penalties may
also apply.  While the  foregoing  limitations  only apply to certain  contracts
issued in connection with Section 403(b) qualified plans, all owners should seek
competent tax advice regarding any withdrawals or distributions.

The taxable portion of a withdrawal or distribution  from contracts issued under
certain  types of plans may,  under some  circumstances,  be "rolled  over" into
another  eligible  plan so as to  continue  to defer  income tax on the  taxable
portion. Effective January 1, 1993, such treatment is available for an "eligible
rollover  distribution" made by certain types of plans (as described above under
"Withholding  Tax on  Distributions")  that  is  transferred  within  60 days of
receipt  into  another  eligible  plan or an IRA,  or an  individual  retirement
account  described in section  408(a) of the Code.  Plans  making such  eligible
rollover distributions are also required,  with some exceptions specified in the
Code, to provide for a direct  transfer of the  distribution  to the  transferee
plan designated by the recipient.

Amounts  received from IRAs may also be rolled over into other IRAs,  individual
retirement accounts or certain other plans,  subject to limitations set forth in
the Code.

Generally, distributions from a qualified plan must commence no later than April
1 of the calendar  year  following  the year in which the  employee  attains the
later  of age 70  1/2  or the  date  of  retirement.  In  the  case  of an  IRA,
distribution  must commence no later than April 1 of the calendar year following
the year in which the owner attains age 70 1/2. Required  distributions  must be
over a period not exceeding the life or life expectancy of the individual or the
joint lives or life  expectancies  of the  individual  and his or her designated
beneficiary.  If the required minimum  distributions are not made, a 50% penalty
tax is imposed as to the amount not distributed.

TYPES OF QUALIFIED PLANS

The Policy is designed to be suitable for use under  various  types of qualified
plans.  Taxation of  participants in each qualified plan varies with the type of
plan and terms and  conditions of each specific  plan.  Owners,  Annuitants  and
Beneficiaries  are cautioned that benefits under a qualified plan may be subject
to the terms and  conditions of the plan  regardless of the terms and conditions
of the policies issued  pursuant to the plan. Some retirement  plans are subject
to  distribution  and  other  requirements  that are not  incorporated  into our
administrative  procedures. We are not bound by the terms and conditions of such
plans to the extent such terms  conflict  with the terms of a Policy,  unless we
specifically  consents to be bound.  OWNERS,  ANNUITANTS AND  BENEFICIARIES  ARE
RESPONSIBLE  FOR  DETERMINING  THAT   CONTRIBUTIONS,   DISTRIBUTIONS  AND  OTHER
TRANSACTIONS WITH RESPECT TO THE POLICY COMPLY WITH APPLICABLE LAW.

A qualified  Policy will not provide any necessary or additional tax deferral if
it is used to fund a qualified  plan that is tax deferred.  However,  the Policy
has  features  and  benefits  other  than  tax  deferral  that  may  make  it an
appropriate   investment   for  a  qualified   plan.   Following  are  generally
descriptions of the types of qualified plans with which annuity  policies may be
used. Refer to the Policy and Prospectus to determine those qualified plans with
which this Policy may be used. Such  descriptions are not exhaustive and are for
general informational purposes only. THE TAX RULES REGARDING QUALIFIED PLANS ARE
VERY COMPLEX AND WILL HAVE DIFFERING  APPLICATIONS DEPENDING ON INDIVIDUAL FACTS
AND  CIRCUMSTANCES.  EACH PURCHASER  SHOULD OBTAIN COMPETENT TAX ADVICE PRIOR TO
PURCHASING A POLICY ISSUED UNDER A QUALIFIED PLAN.

Policies  issued   pursuant  to  qualified  plans  include  special   provisions
restricting  Policy  provisions  that may  otherwise  be  available as described
herein.  Generally,   Policies  issued  pursuant  to  qualified  plans  are  not
transferable except upon surrender or annuitization.  Various penalty and excise
taxes  may  apply  to  contributions  or  distributions  made  in  violation  of
applicable   limitations.   Furthermore,   certain   withdrawal   penalties  and
restrictions  may  apply  to  surrenders  from  qualified  policies.  (See  "Tax
Treatment of Withdrawals - Qualified Contracts" above.)

On July 6, 1983,  the Supreme  Court decided in Arizona  Governing  Committee v.
Norris that optional  annuity  benefits  provided  under an employer's  deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary between men and women.  The Policies sold by the Company in connection with
certain  qualified

AMERITAS VARIABLE LIFE OVERTURE MEDLEY!  SAI:9
                                             STATEMENT OF ADDITIONAL INFORMATION
<PAGE>

plans will utilize tables which do not  differentiate  on the basis of sex. Such
annuity  tables  will  also be  available  for use in  connection  with  certain
non-qualified deferred compensation plans.

TAX-SHELTERED ANNUITIES
Section 403(b) of the Code permits the purchase of "tax-sheltered  annuities" by
public schools and certain charitable,  educational and scientific organizations
described in Section 501(c) (3) of the Code. These qualifying employers may make
contributions  to  the  Policy  for  the  benefit  of  their   employees.   Such
contributions  are not included in the gross  income of the  employee  until the
employee receives  distributions from the Policy. The amount of contributions to
the  tax-sheltered  annuity is limited to certain  maximums imposed by the Code.
Furthermore, the Code sets forth additional restrictions governing such items as
transferability,  distributions,  non-discrimination  and withdrawals.  Employee
loans are allowed under this Policy.  Any employee  should obtain  competent tax
advice as to the tax treatment and suitability of such an investment.

INDIVIDUAL RETIREMENT ANNUITIES
Section  408(b) of the Code permits  eligible  individuals  to  contribute to an
individual  retirement  program  known  as an  "Individual  Retirement  Annuity"
("IRA"). Under applicable limitations,  certain amounts may be contributed to an
IRA which will be deductible from the  individual's  taxable income.  These IRAs
are subject to limitations on eligibility,  contributions,  transferability  and
distributions.  Sales of  Policies  for use with  IRAs are  subject  to  special
requirements  imposed  by the  Code,  including  the  requirement  that  certain
informational  disclosure  be given to persons  desiring  to  establish  an IRA.
PURCHASERS  OF POLICIES TO BE  QUALIFIED  AS IRAS SHOULD  OBTAIN  COMPETENT  TAX
ADVICE AS TO THE TAX TREATMENT AND SUITABILITY OF SUCH AN INVESTMENT.

ROTH IRAS
Section  408A of the Code  provides  that  beginning  in 1998,  individuals  may
purchase  a new  type of  non-deductible  IRA,  known  as a Roth  IRA.  Purchase
payments  for a Roth IRA are limited to a maximum of $2,000 per year and are not
deductible from taxable income.  Lower maximum  limitations apply to individuals
with adjusted gross incomes  between  $95,000 and $110,000 in the case of single
taxpayers, between $150,000 and $160,000 in the case of married taxpayers filing
joint  returns,  and  between $0 and  $10,000  in the case of married  taxpayers
filing separately. An overall $2,000 annual limitation continues to apply to all
of a taxpayer's IRA contributions, including Roth IRAs and non-Roth IRAs.

Qualified  distributions  from Roth IRAs are free from  federal  income  tax.  A
qualified distribution requires that the individual has held the Roth IRA for at
least five years and, in addition,  that the  distribution  is made either after
the individual reaches age 59 1/2, on the individual's  death or disability,  or
as a qualified first-time home purchase,  subject to a $10,000 lifetime maximum,
for the individual, a spouse, child,  grandchild,  or ancestor. Any distribution
which is not a  qualified  distribution  is taxable to the extent of earnings in
the distribution. Distributions are treated as made from contributions first and
therefore no distributions are taxable until distributions  exceed the amount of
contributions  to the  Roth  IRA.  The  10%  penalty  tax and  the  regular  IRA
exceptions  to the 10%  penalty tax apply to taxable  distributions  from a Roth
IRA.

Amounts may be rolled over from one Roth IRA to another  Roth IRA.  Furthermore,
an  individual  may make a rollover  contribution  from a non-Roth IRA to a Roth
IRA,  unless the  individual  has  adjusted  gross  income over  $100,000 or the
individual is a married taxpayer filing a separate  return.  The individual must
pay tax on any portion of the IRA being rolled over that represents  income or a
previously  deductible  IRA  contribution.  There are no similar  limitations on
rollovers from a Roth IRA to another Roth IRA.

AMERITAS VARIABLE LIFE OVERTURE MEDLEY!  SAI:10
                                             STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

PENSION AND PROFIT-SHARING PLANS
Sections 401(a) and 401(k) of the Code permit employers, including self-employed
individuals, to establish various types of retirement plans for employees. These
retirement plans may permit the purchase of the Policy to provide benefits under
the plan.  Contributions  to the plan for the benefit of  employees  will not be
included in the gross income of the employee  until  distributed  from the plan.
The tax  consequences  to owners may vary  depending  upon the  particular  plan
design.  However,  the Code  places  limitations  on all plans on such  items as
amount of allowable  contributions;  form,  manner and timing of  distributions;
vesting and  non-forfeitability  of interests;  nondiscrimination in eligibility
and  participation;  and the tax treatment of distributions,  transferability of
benefits,  withdrawals  and  surrenders.  Purchasers  of contracts  for use with
pension or profit sharing plans should obtain competent tax advice as to the tax
treatment and suitability of such an investment.

NON-QUALIFIED DEFERRED COMPENSATION PLANS -- SECTION 457
Under Code provisions, employees and independent contractors performing services
for  state  and  local  governments  and  other  tax-exempt   organizations  may
participate  in Deferred  Compensation  Plans under Section 457 of the Code. The
amounts deferred under a plan which meets the requirements of Section 457 of the
Code are not taxable as income to the  participant  until paid or otherwise made
available to the  participant  or  beneficiary.  As a general rule,  the maximum
amount  which can be  deferred in any one year is the lesser of $8,000 or 33 1/3
percent  of the  participant's  includible  compensation.  However,  in  limited
circumstances,  the plan may provided for additional  catch-up  contributions in
each of the last three years before normal retirement age. Furthermore, the Code
provides  additional  requirements  and restrictions  regarding  eligibility and
distributions.

All of the assets  and income of a plan  established  by  governmental  employer
after  August  20,  1996,  must be held in trust for the  exclusive  benefit  of
participants and their beneficiaries.  For this purpose,  custodial accounts and
certain annuity contracts are treated as trusts. Plans that were in existence on
August  20,  1996 may be  amended to  satisfy  the trust and  exclusive  benefit
requirement  any time prior to January  1, 1999,  and must be amended  not later
than that date to continue to receive  favorable tax treatment.  The requirement
of  a  trust  does  not  apply  to  amounts   under  a  plan  of  a   tax-exempt
(non-governmental)  employer.  In addition,  the requirement of a trust does not
apply to amounts under a plan of a  governmental  employer if the plan is not an
eligible  plan within the meaning of section  457(b) of the Code. In the absence
of such a trust,  amounts  under the plan will be  subject  to the claims of the
employer's general creditors.

In general,  distributions  from a plan are prohibited  under section 457 of the
Code unless made after the participating  employee attains age 70 1/2, separates
from service,  dies, or suffers an unforeseeable  financial emergency as defined
in the Code.

Under present federal tax law,  amounts  accumulated in a plan under section 457
of the Code cannot be transferred or rolled over on a tax-deferred  basis except
for certain transfers to other plans under section 457.

AMERITAS VARIABLE LIFE OVERTURE MEDLEY!  SAI:11
                                             STATEMENT OF ADDITIONAL INFORMATION


<PAGE>



                                OTHER INFORMATION

A registration statement has been filed with the SEC under the Securities Act of
1933, as amended,  with respect to the Policy  described in this Statement.  Not
all  information  set forth in the  registration  statement  is addressed in the
Policy  prospectus  or this  Statement.  Statements in the  prospectus  and this
Statement are intended to be summaries. For a complete statement of the terms of
the  registration,  refer to the  documents  we file  with the SEC.  They may be
accessed on the SEC's internet site at  WWW.SEC.GOV/EDAUX/PROSPECT.HTM  and type
in  "Ameritas  Variable"  or you may review and copy it (for a fee) at the SEC's
Public  Reference Room in Washington  D.C. (Call the SEC at  1-800-SEC-0330  for
details and public hours.)

                            SERVICE MARKS & COPYRIGHT

"Ameritas,"  and the bison symbol are registered  service marks of Ameritas Life
Insurance  Corp.,  which licenses their use to Ameritas  Variable Life Insurance
Company.  "OVERTURE  MEDLEY!" is a registered  service mark of Ameritas Variable
Life Insurance  Company.  The Policy and Policy  prospectus  are  copyrighted by
Ameritas Variable Life Insurance Company.

                              FINANCIAL STATEMENTS

Our financial  statements follow this page of this Statement.  They only bear on
our  ability  to meet our  obligations  under  the  Policy,  and  should  not be
considered as bearing on the  investment  performance  of the assets held in the
Separate Account.



AMERITAS VARIABLE LIFE OVERTURE MEDLEY!  SAI:12
                                             STATEMENT OF ADDITIONAL INFORMATION


<PAGE>


                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Ameritas Variable Life Insurance Company
Lincoln, Nebraska

We  have  audited  the  accompanying  statement  of net  assets  of  each of the
subaccounts of Ameritas  Variable Life Insurance  Company  Separate Account VA-2
(comprising,   respectively,   the  Money  Market   Portfolio   Initial   Class,
Equity-Income  Portfolio  Initial Class,  Equity-Income  Portfolio Service Class
(commenced June 15, 1998),  Growth  Portfolio  Initial Class,  Growth  Portfolio
Service Class (commenced June 23, 1998),  High Income  Portfolio  Initial Class,
High  Income  Portfolio  Service  Class  (commenced  June  23,  1998),  Overseas
Portfolio Initial Class, and Overseas Portfolio Service Class (commenced July 7,
1998) of the Variable  Insurance  Products  Fund;  the Asset  Manager  Portfolio
Initial Class,  Asset Manager Portfolio Service Class (commenced June 25, 1998),
Investment  Grade Bond Portfolio  Initial Class,  Contrafund  Portfolio  Initial
Class,  Contrafund  Portfolio  Service Class (commenced June 25, 1998) Index 500
Portfolio Initial Class, Asset Manager Growth Portfolio Initial Class, and Asset
Manager Growth Portfolio Service Class (commenced June 25, 1998) of the Variable
Insurance  Products  Fund  II;  the  Small  Capitalization   Portfolio,   Growth
Portfolio,  Income and  Growth  Portfolio,  Midcap  Growth  Portfolio,  Balanced
Portfolio,  and  Leveraged  Allcap  Portfolio of the Alger  American  Fund;  the
Emerging Growth Series Portfolio, World Governments Series Portfolio,  Utilities
Series  Portfolio,   Research  Series  Portfolio,   Growth  with  Income  Series
Portfolio,  and New Discovery Series Portfolio  (commenced November 11, 1999) of
the MFS Variable  Insurance Trust; the Asian Equity Portfolio,  Emerging Markets
Equity Portfolio,  Global Equity Portfolio,  International  Magnum Portfolio and
U.S. Real Estate  Portfolio of the Morgan Stanley Dean Witter  Universal  Funds,
Inc.; and the Ameritas Emerging Growth Portfolio  (commenced  October 29, 1999),
Ameritas Growth  Portfolio  (commenced  October 29, 1999),  Ameritas Growth with
Income  Portfolio  (commenced  October  29,  1999),  Ameritas  Income and Growth
Portfolio (commenced October 29, 1999),  Ameritas Index 500 Portfolio (commenced
October 29, 1999),  Ameritas  Midcap  Growth  Portfolio  (commenced  October 29,
1999),  Ameritas Money Market Portfolio  (commenced October 28, 1999),  Ameritas
Research Portfolio  (commenced October 29, 1999),  Ameritas Small Capitalization
Portfolio  (commenced  October 29, 1999) of the Calvert Variable  Series,  Inc.,
Ameritas  Portfolios)  as of December 31, 1999,  and the related  statements  of
operations  and  changes  in net  assets for each of the two years in the period
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  securities  owned at December 31, 1999. An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the  financial  position  of  each  of the  subaccounts  constituting
Ameritas  Variable Life Insurance  Company  Separate Account VA-2 as of December
31, 1999,  and the results of its  operations and changes in net assets for each
of the two years in the period then ended, in conformity with generally accepted
accounting principles.

/s/ DELOITTE & TOUCHE LLP

Lincoln, Nebraska
February 5, 2000

                                     F-I- 1
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENT OF NET ASSETS
                               DECEMBER 31, 1999



ASSETS
INVESTMENTS AT NET ASSET VALUE:
  VARIABLE INSURANCE PRODUCTS FUND:
     Equity-Income   Portfolio   Initial  Class  (Equity   Income   I-Class)  --
      6,435,370.711 shares at $25.71 per share
      (cost $95,606,864)....................................  $  165,453,379
     Equity-Income Portfolio Service Class (Equity Income
      S-Class) -- 483,215.295 shares at $25.66 per share
      (cost $12,122,972)....................................      12,399,303
     Growth Portfolio Initial Class (Growth
      I-Class) -- 3,825,293.680 shares at $54.93 per share
      (cost $89,519,390)....................................     210,123,382
     Growth Portfolio Service Class (Growth
      S-Class) -- 394,127.892 shares at $54.80 per share
      (cost $17,415,406)....................................      21,598,208
     High Income Portfolio  Initial Class (High Income I-Class)
        -- 3,459,962.113  shares at $11.31 per share
      (cost $34,972,168)....................................      39,132,172
     High Income Portfolio Service Class (High Income
      S-Class) -- 569,774.456 shares at $11.28 per share
      (cost $6,395,947).....................................       6,427,055
     Overseas Portfolio Initial Class (Overseas
      I-Class) -- 2,215,205.757 shares at $27.44 per share
      (cost $20,569,485)....................................      60,785,246
     Overseas Portfolio Service Class (Overseas
      S-Class) -- 186,907.203 shares at $27.38 per share
      (cost $4,202,722).....................................       5,117,519
  VARIABLE INSURANCE PRODUCTS FUND II:
     Asset  Manager   Portfolio   Initial  Class
      (Asset  Manager I-Class)
      --7,468,384.028 shares at $18.67 per share
      (cost $98,306,668)....................................     139,434,729
     Asset Manager Portfolio Service Class (Asset Manager
      S-Class) -- 554,881.983 shares at $18.59 per share
      (cost $9,570,899).....................................      10,315,256
     Investment Grade Bond Portfolio Initial Class
      (Investment Grade Bond I-Class) -- 4,828,480.331
      shares at $12.16 per share (cost $58,074,923).........      58,714,322
     Contrafund Portfolio Initial Class (Contrafund
      I-Class) -- 3,470,726.629 shares at $29.15 per share
      (cost $60,255,895)....................................     101,171,683
     Contrafund Portfolio Service Class (Contrafund
      S-Class) -- 625,663.097 shares at $29.10 per share
      (cost $15,347,949)....................................      18,206,797
     Asset Manager Growth Portfolio Initial Class (Asset
      Mgr. Growth I-Class) -- 1,087,878.452 shares at $18.38
      per share (cost $15,395,559)..........................      19,995,205
     Asset Manager Growth Portfolio Service Class (Asset
      Mgr. Growth S-Class) -- 148,820.227 shares at $18.28
      per share (cost $2,438,909)...........................       2,720,435
  ALGER AMERICAN FUND:
     Balanced Portfolio (Balanced) -- 2,561,095.320 shares
      at $15.57 per share (cost $31,237,355)................      39,876,253
     Leveraged Allcap Portfolio (Leveraged
      Allcap) -- 1,442,320.902 shares at $57.97 per share
      (cost $50,773,753)....................................      83,611,342


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

                                     F-I- 2
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENT OF NET ASSETS
                               DECEMBER 31, 1999



ASSETS, CONTINUED

  MFS VARIABLE INSURANCE TRUST:
     World  Governments   Series  Portfolio   (World
       Governments Series)--339,481.942 shares at $10.03 per share
      (cost $3,524,078).....................................  $    3,405,005
     Utilities Series Portfolio (Utilities
      Series) -- 2,636,985.507 shares at $24.16 per share
      (cost $47,033,438)....................................      63,709,570
     New Discovery Series Portfolio (New Discovery
      Series) -- 35,931.102 shares at $17.27 per share (cost
      $550,745).............................................         620,531
  MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
     Asian Equity Portfolio (Asian Equity) -- 839,924.624
      shares at $9.34 per share (cost $5,655,952)...........       7,844,896
     Emerging Markets Equity Portfolio  (Emerging Markets Equity)
      -- 704,784.737 shares at $13.84 per share
      (cost $7,686,053).....................................       9,754,220
     Global Equity Portfolio (Global Equity) -- 863,321.663
      shares at $12.88 per share (cost $10,771,430).........      11,119,583
     International Magnum Portfolio (International
      Magnum) -- 582,696.408 shares at $13.89 per share
      (cost $6,661,954).....................................       8,093,651
     U.S. Real Estate Portfolio (US Real
      Estate) -- 316,280.893 shares at $9.11 per share (cost
      $3,530,565)...........................................       2,881,320
  CALVERT VARIABLE SERIES, INC., AMERITAS PORTFOLIOS:
     Ameritas Emerging Growth Portfolio (Emerging
      Growth) -- 2,755,190.526 shares at $37.86 per share
      (cost $71,416,122)....................................     104,311,514
     Ameritas Growth Portfolio (Growth) -- 2,559,677.821
      shares at $64.83 per share (cost $143,697,942)........     165,943,913
     Ameritas Growth with Income Portfolio (Growth with Income)
       -- 1,457,150.796 shares at $21.17 per share
      (cost $29,487,535)....................................      30,847,882
     Ameritas Income and Growth Portfolio (Income and
      Growth) -- 3,958,290.324 shares at $17.35 per share
      (cost $54,929,527)....................................      68,676,337
     Ameritas Index 500 Portfolio (Index
      500) -- 1,059,461.110 shares at $167.30 per share
      (cost $164,328,509)...................................     177,247,845
     Ameritas Midcap Growth Portfolio (Midcap
      Growth) -- 1,892,640.006 shares at $31.50 per share
      (cost $50,096,579)....................................      59,618,160
     Ameritas Money Market Portfolio (Money
      Market) -- 166,038,806.150 shares at $1.00 per share
      (cost $166,038,806)...................................     166,038,807
     Ameritas Research Portfolio (Research) -- 938,609.343
      shares at $22.99 per share (cost $18,964,720).........      21,578,629
     Ameritas Small Capitalization Portfolio (Small
      Cap) -- 1,682,895.921 shares at $56.42 per share (cost
      $74,788,383)..........................................      94,948,988
                                                              --------------
          NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS....  $1,991,723,137
                                                              ==============


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

                                     F-I- 3
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<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>
                   1999
INVESTMENT INCOME:
  Dividend distributions received..........    $ 27,403,589    $ 5,491,391    $ 2,674,953     $ 60,699
  Mortality and expense risk charge........     (20,985,412)    (1,225,583)    (2,282,808)     (79,777)
                                               ------------    -----------    -----------     --------
NET INVESTMENT INCOME (LOSS)...............       6,418,177      4,265,808        392,145      (19,078)
                                               ------------    -----------    -----------     --------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain distributions..........      77,209,666             --      5,913,057      134,177
  Net change in unrealized
     appreciation(depreciation)............     283,368,099             --      2,291,495       39,578
                                               ------------    -----------    -----------     --------
NET GAIN (LOSS) ON INVESTMENTS.............     360,577,765             --      8,204,552      173,755
                                               ------------    -----------    -----------     --------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS................    $366,995,942    $ 4,265,808    $ 8,596,697     $154,677
                                               ============    ===========    ===========     ========
                   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 distributions..........      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
                                               ============    ===========    ===========     ========
</TABLE>

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

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

                                     F-I- 4
<PAGE>



                        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)
 -----------   ----------   -----------   ----------   -----------   ----------
 $   275,994   $    4,981   $ 5,123,853    $205,736    $   867,148    $ 12,270
  (2,228,931)    (100,689)     (626,922)    (37,495)      (714,049)    (16,789)
 -----------   ----------   -----------    --------    -----------    --------
  (1,952,937)     (95,708)    4,496,931     168,241        153,099      (4,519)
 -----------   ----------   -----------    --------    -----------    --------
  17,353,110      313,177       191,546       7,691      1,398,626      19,790
  38,476,561    3,843,350      (493,915)     14,843     21,680,316     888,251
 -----------   ----------   -----------    --------    -----------    --------
  55,829,671    4,156,527      (302,369)     22,534     23,078,942     908,041
 -----------   ----------   -----------    --------    -----------    --------
 $53,876,734   $4,060,819   $ 4,194,562    $190,775    $23,232,041    $903,522
 ===========   ==========   ===========    ========    ===========    ========
 $   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
 ===========   ==========   ===========    ========    ===========    ========


                                     F-I- 5
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<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>
                    1999
INVESTMENT INCOME:
  Dividend distributions received...........    $ 4,861,717     $ 87,054     $ 2,317,196    $   379,372
  Mortality and expense risk charge.........     (1,829,733)     (61,163)       (776,815)    (1,178,849)
                                                -----------     --------     -----------    -----------
NET INVESTMENT INCOME (LOSS)................      3,031,984       25,891       1,540,381       (799,477)
                                                -----------     --------     -----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain distributions...........      6,158,174      110,269         726,963      2,782,063
  Net change in unrealized appreciation
     (depreciation).........................      3,833,320      612,167      (3,751,886)    16,341,494
                                                -----------     --------     -----------    -----------
NET GAIN (LOSS) ON INVESTMENTS..............      9,991,494      722,436      (3,024,923)    19,123,557
                                                -----------     --------     -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................    $13,023,478     $748,327     $(1,484,542)   $18,324,080
                                                ===========     ========     ===========    ===========
                    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 distributions...........     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
                                                ===========     ========     ===========    ===========
</TABLE>

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

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

                                     F-I- 6
<PAGE>

<TABLE>
<CAPTION>
               VARIABLE INSURANCE PRODUCTS FUND II                         ALGER AMERICAN FUND
    ---------------------------------------------------------   -----------------------------------------
                                ASSET MANAGER   ASSET MANAGER
    CONTRAFUND     INDEX 500       GROWTH          GROWTH           SMALL                      INCOME AND
    S-CLASS (2)     I-CLASS        I-CLASS       S-CLASS(3)     CAPITALIZATION     GROWTH        GROWTH
    -----------   -----------   -------------   -------------   --------------   -----------   ----------
<S> <C>           <C>           <C>             <C>             <C>              <C>           <C>
    $   16,490    $ 1,167,704    $  364,686       $ 18,702       $        --     $   166,387   $   86,242
      (100,233)    (1,496,283)     (221,680)       (15,795)         (707,441)     (1,307,380)    (487,121)
    ----------    -----------    ----------       --------       -----------     -----------   ----------
       (83,743)      (328,579)      143,006          2,907          (707,441)     (1,140,993)    (400,879)
    ----------    -----------    ----------       --------       -----------     -----------   ----------
       120,925        792,371       604,845         31,018         8,554,724      11,360,653    2,564,053
     2,485,597     12,177,153     1,604,916        231,799           469,622       5,486,269    2,601,312
    ----------    -----------    ----------       --------       -----------     -----------   ----------
     2,606,522     12,969,524     2,209,761        262,817         9,024,346      16,846,922    5,165,365
    ----------    -----------    ----------       --------       -----------     -----------   ----------
    $2,522,779    $12,640,945    $2,352,767       $265,724       $ 8,316,905     $15,705,929   $4,764,486
    ==========    ===========    ==========       ========       ===========     ===========   ==========
    $       --    $   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
    ==========    ===========    ==========       ========       ===========     ===========   ==========
</TABLE>

                                     F-I- 7
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                     ALGER AMERICAN FUND
                                                           ----------------------------------------
                                                             MIDCAP                      LEVERAGED
                                                             GROWTH        BALANCED       ALLCAP
                         1999                              -----------    ----------    -----------
<S>                                                        <C>            <C>           <C>
INVESTMENT INCOME:
  Dividend distributions received......................    $        --    $  299,993    $        --
  Mortality and expense risk charge....................       (498,302)     (359,131)      (513,954)
                                                           -----------    ----------    -----------
NET INVESTMENT INCOME (LOSS)...........................       (498,302)      (59,138)      (513,954)
                                                           -----------    ----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain distributions......................      6,889,497     1,521,652      2,107,473
  Net change in unrealized appreciation
     (depreciation)....................................     (3,851,259)    5,827,330     26,095,122
                                                           -----------    ----------    -----------
NET GAIN (LOSS) ON INVESTMENTS.........................      3,038,238     7,348,982     28,202,595
                                                           -----------    ----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS...........................................    $ 2,539,936    $7,289,844    $27,688,641
                                                           ===========    ==========    ===========
                         1998
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 distributions......................      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
                                                           ===========    ==========    ===========
</TABLE>

- ---------------
(1) Commenced business 11/11/99

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

                                     F-I- 8
<PAGE>   75

<TABLE>
<CAPTION>
                          MFS VARIABLE INSURANCE TRUST
     ----------------------------------------------------------------------------------------
                        WORLD
       EMERGING      GOVERNMENTS    UTILITIES      RESEARCH      GROWTH WITH    NEW DISCOVERY
     GROWTH SERIES     SERIES        SERIES         SERIES      INCOME SERIES    SERIES (1)
     -------------   -----------   -----------   ------------   -------------   -------------
<S>  <C>             <C>           <C>           <C>            <C>             <C>
     $         --    $  195,786    $   485,153   $     32,851   $     86,188      $     --
         (670,362)      (47,710)      (580,004)      (178,869)      (292,580)         (538)
     ------------    ----------    -----------   ------------   ------------      --------
         (670,362)      148,076        (94,851)      (146,018)      (206,392)         (538)
     ------------    ----------    -----------   ------------   ------------      --------
               --            --      2,439,376        173,602        103,453         9,311
       11,591,679      (288,901)    11,233,906      1,064,585         84,493        69,785
     ------------    ----------    -----------   ------------   ------------      --------
       11,591,679      (288,901)    13,673,282      1,238,187        187,946        79,096
     ------------    ----------    -----------   ------------   ------------      --------
     $ 10,921,317    $ (140,825)   $13,578,431   $  1,092,169   $    (18,446)     $ 75,558
     ============    ==========    ===========   ============   ============      ========
     $         --    $   33,336    $   245,880   $     13,758   $         --      $     --
         (611,693)      (35,811)      (308,735)      (130,753)      (265,114)           --
     ------------    ----------    -----------   ------------   ------------      --------
         (611,693)       (2,475)       (62,855)      (116,995)      (265,114)           --
     ------------    ----------    -----------   ------------   ------------      --------
          385,947            --      1,117,922        180,422             --            --
       13,357,575       172,955      2,524,701      1,891,547      4,105,744            --
     ------------    ----------    -----------   ------------   ------------      --------
       13,743,522       172,955      3,642,623      2,071,969      4,105,744            --
     ------------    ----------    -----------   ------------   ------------      --------
     $ 13,131,829    $  170,480    $ 3,579,768   $  1,954,974   $  3,840,630      $     --
     ============    ==========    ===========   ============   ============      ========
</TABLE>

                                     F-I- 9
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                   MORGAN STANLEY DEAN WITTER
                                                                      UNIVERSAL FUNDS, INC.
                                                            -----------------------------------------
                                                              ASIAN          EMERGING        GLOBAL
                                                              EQUITY      MARKETS EQUITY     EQUITY
                          1999                              ----------    --------------    ---------
<S>                                                         <C>           <C>               <C>
INVESTMENT INCOME:
  Dividend distributions received.......................    $   39,486     $     1,264      $ 130,565
  Mortality and expense risk charge.....................       (50,487)        (63,674)      (126,429)
                                                            ----------     -----------      ---------
NET INVESTMENT INCOME (LOSS)............................       (11,001)        (62,410)         4,136
                                                            ----------     -----------      ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain distributions.......................            --              --        505,014
  Net change in unrealized appreciation
     (depreciation).....................................     2,511,132       3,708,710       (212,881)
                                                            ----------     -----------      ---------
NET GAIN (LOSS) ON INVESTMENTS..........................     2,511,132       3,708,710        292,133
                                                            ----------     -----------      ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS............................................    $2,500,131     $ 3,646,300      $ 296,269
                                                            ==========     ===========      =========
                          1998
INVESTMENT INCOME:
  Dividend distributions received.......................    $   14,136     $    15,303      $  54,910
  Mortality and expense risk charge.....................       (15,708)        (40,749)       (78,584)
                                                            ----------     -----------      ---------
NET INVESTMENT INCOME (LOSS)............................        (1,572)        (25,446)       (23,674)
                                                            ----------     -----------      ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain distributions.......................            --              --         46,830
  Net change in unrealized appreciation
     (depreciation).....................................       (41,512)       (979,576)       530,951
                                                            ----------     -----------      ---------
NET GAIN (LOSS) ON INVESTMENTS..........................       (41,512)       (979,576)       577,781
                                                            ----------     -----------      ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS............................................    $  (43,084)    $(1,005,022)     $ 554,107
                                                            ==========     ===========      =========
</TABLE>

- ---------------
(1) Commenced business 10/29/99
(2) Commenced business 10/29/99
(3) Commenced business 10/29/99
(4) Commenced business 10/29/99
(5) Commenced business 10/29/99

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

                                    F-I- 10
<PAGE>

<TABLE>
<CAPTION>
     MORGAN STANLEY DEAN WITTER                       CALVERT VARIABLE SERIES, INC.,
        UNIVERSAL FUNDS, INC.                              AMERITAS PORTFOLIOS
     ---------------------------   --------------------------------------------------------------------
     INTERNATIONAL    U.S. REAL     EMERGING                   GROWTH WITH   INCOME AND
         MAGNUM         ESTATE      GROWTH(1)     GROWTH(2)     INCOME(3)     GROWTH(4)    INDEX 500(5)
     --------------   ----------   -----------   -----------   -----------   -----------   ------------
<S>  <C>              <C>          <C>           <C>           <C>           <C>           <C>
       $   58,422     $ 174,088    $        --   $    20,307   $   14,915    $        --   $   260,667
          (83,151)      (42,152)      (193,732)     (347,699)     (66,800)      (139,267)     (382,295)
       ----------     ---------    -----------   -----------   ----------    -----------   -----------
          (24,729)      131,936       (193,732)     (327,392)     (51,885)      (139,267)     (121,628)
       ----------     ---------    -----------   -----------   ----------    -----------   -----------
           29,598            --             --            --           --      1,976,392            --
        1,502,573      (264,366)    32,895,392    22,245,971    1,360,347     13,746,810    12,919,335
       ----------     ---------    -----------   -----------   ----------    -----------   -----------
        1,532,171      (264,366)    32,895,392    22,245,971    1,360,347     15,723,202    12,919,335
       ----------     ---------    -----------   -----------   ----------    -----------   -----------
       $1,507,442     $(132,430)   $32,701,660   $21,918,579   $1,308,462    $15,583,935   $12,797,707
       ==========     =========    ===========   ===========   ==========    ===========   ===========
       $   17,781     $  85,165    $        --   $        --   $       --    $        --   $        --
          (59,173)      (39,682)            --            --           --             --            --
       ----------     ---------    -----------   -----------   ----------    -----------   -----------
          (41,392)       45,483             --            --           --             --            --
       ----------     ---------    -----------   -----------   ----------    -----------   -----------
           19,782        25,863             --            --           --             --            --
          207,777      (526,497)            --            --           --             --            --
       ----------     ---------    -----------   -----------   ----------    -----------   -----------
          227,559      (500,634)            --            --           --             --            --
       ----------     ---------    -----------   -----------   ----------    -----------   -----------
       $  186,167     $(455,151)   $        --   $        --   $       --    $        --   $        --
       ==========     =========    ===========   ===========   ==========    ===========   ===========
</TABLE>

                                    F-I- 11
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                            CALVERT VARIABLE SERIES, INC.,
                                                                  AMERITAS PORTFOLIOS
                                                -------------------------------------------------------
                                                  MIDCAP         MONEY                         SMALL
                                                 GROWTH(1)     MARKET(2)     RESEARCH(3)      CAP(4)
                                                 ---------     ---------     -----------      ------
<S>                                             <C>            <C>           <C>            <C>
                    1999
INVESTMENT INCOME:
  Dividend distributions received...........    $        --    $1,421,329    $       --     $        --
  Mortality and expense risk charge.........       (126,008)     (493,961)      (46,063)       (186,708)
                                                -----------    ----------    ----------     -----------
NET INVESTMENT INCOME (LOSS)................       (126,008)      927,368       (46,063)       (186,708)
                                                -----------    ----------    ----------     -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain distributions...........      1,344,414            --       245,686         726,966
  Net change in unrealized appreciation
     (depreciation).........................      9,521,581            --     2,613,908      20,160,605
                                                -----------    ----------    ----------     -----------
NET GAIN (LOSS) ON INVESTMENTS..............     10,865,995            --     2,859,594      20,887,571
                                                -----------    ----------    ----------     -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................    $10,739,987    $  927,368    $2,813,531     $20,700,863
                                                ===========    ==========    ==========     ===========
                    1998
INVESTMENT INCOME:
  Dividend distributions received...........    $        --    $       --    $       --     $        --
  Mortality and expense risk charge.........             --            --            --              --
                                                -----------    ----------    ----------     -----------
NET INVESTMENT INCOME (LOSS)................             --            --            --              --
                                                -----------    ----------    ----------     -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain distributions...........             --            --            --              --
  Net change in unrealized appreciation
     (depreciation).........................             --            --            --              --
                                                -----------    ----------    ----------     -----------
NET GAIN (LOSS) ON INVESTMENTS..............             --            --            --              --
                                                -----------    ----------    ----------     -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................    $        --    $       --    $       --     $        --
                                                ===========    ==========    ==========     ===========
</TABLE>

- ---------------
(1) Commenced business 10/29/99
(2) Commenced business 10/28/99
(3) Commenced business 10/29/99
(4) Commenced business 10/29/99

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

                                    F-I- 12
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                    F-I- 13
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                      STATEMENTS OF CHANGES IN NET ASSETS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<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>
                 1999
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss)........    $    6,418,177    $  4,265,808    $    392,145     $   (19,078)
  Net realized gain distributions.....        77,209,666              --       5,913,057         134,177
  Net change in unrealized
     appreciation (depreciation)......       283,368,099              --       2,291,495          39,578
                                          --------------    ------------    ------------     -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS...........       366,995,942       4,265,808       8,596,697         154,677
NET INCREASE (DECREASE) FROM
  POLICYOWNER TRANSACTIONS............       197,931,848     (88,223,384)    (28,967,793)      8,743,871
                                          --------------    ------------    ------------     -----------
TOTAL INCREASE (DECREASE) IN NET
  ASSETS..............................       564,927,790     (83,957,576)    (20,371,096)      8,898,548
NET ASSETS AT JANUARY 1, 1999.........     1,426,795,347      83,957,576     185,824,475       3,500,755
                                          --------------    ------------    ------------     -----------
NET ASSETS AT DECEMBER 31, 1999.......    $1,991,723,137    $         --    $165,453,379     $12,399,303
                                          ==============    ============    ============     ===========
                 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 distributions.....        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
                                          ==============    ============    ============     ===========
</TABLE>

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

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

                                    F-I- 14
<PAGE>

<TABLE>
<CAPTION>
                              VARIABLE INSURANCE PRODUCTS FUND
     ----------------------------------------------------------------------------------
                                      HIGH          HIGH
        GROWTH        GROWTH         INCOME        INCOME       OVERSEAS      OVERSEAS
       I-CLASS      S-CLASS(2)      I-CLASS      S-CLASS(3)     I-CLASS      S-CLASS(4)
     ------------   -----------   ------------   ----------   ------------   ----------
<S>  <C>            <C>           <C>            <C>          <C>            <C>
     $ (1,952,937)  $   (95,708)  $  4,496,931   $  168,241   $    153,099   $   (4,519)
       17,353,110       313,177        191,546        7,691      1,398,626       19,790
       38,476,561     3,843,350       (493,915)      14,843     21,680,316      888,251
     ------------   -----------   ------------   ----------   ------------   ----------
       53,876,734     4,060,819      4,194,562      190,775     23,232,041      903,522
       (7,775,968)   15,216,651    (20,867,210)   4,241,855    (19,770,532)   3,478,050
     ------------   -----------   ------------   ----------   ------------   ----------
       46,100,766    19,277,470    (16,672,648)   4,432,630      3,461,509    4,381,572
      164,022,616     2,320,738     55,804,820    1,994,425     57,323,737      735,947
     ------------   -----------   ------------   ----------   ------------   ----------
     $210,123,382   $21,598,208   $ 39,132,172   $6,427,055   $ 60,785,246   $5,117,519
     ============   ===========   ============   ==========   ============   ==========
     $ (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
     ============   ===========   ============   ==========   ============   ==========
</TABLE>

                                    F-I- 15
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                      STATEMENTS OF CHANGES IN NET ASSETS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<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>
                    1999
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss)..............    $  3,031,984    $    25,891    $ 1,540,381    $   (799,477)
  Net realized gain distributions...........       6,158,174        110,269        726,963       2,782,063
  Net change in unrealized appreciation
    (depreciation)..........................       3,833,320        612,167     (3,751,886)     16,341,494
                                                ------------    -----------    -----------    ------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................      13,023,478        748,327     (1,484,542)     18,324,080
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS..............................     (22,124,449)     7,547,717      2,755,584       5,852,748
                                                ------------    -----------    -----------    ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS.....      (9,100,971)     8,296,044      1,271,042      24,176,828
NET ASSETS AT JANUARY 1, 1999...............     148,535,700      2,019,212     57,443,280      76,994,855
                                                ------------    -----------    -----------    ------------
NET ASSETS AT DECEMBER 31, 1999.............    $139,434,729    $10,315,256    $58,714,322    $101,171,683
                                                ============    ===========    ===========    ============
                    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 distributions...........      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
                                                ============    ===========    ===========    ============
</TABLE>

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

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

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

                                    F-I- 16
<PAGE>

<TABLE>
<CAPTION>
           VARIABLE INSURANCE PRODUCTS FUND II                          ALGER AMERICAN FUND
  ------------------------------------------------------   ---------------------------------------------
                                   ASSET        ASSET
                                  MANAGER      MANAGER
  CONTRAFUND      INDEX 500       GROWTH        GROWTH         SMALL                         INCOME AND
  S-CLASS(2)       I-CLASS        I-CLASS     S-CLASS(3)   CAPITALIZATION      GROWTH          GROWTH
  -----------   -------------   -----------   ----------   --------------   -------------   ------------
  <S>           <C>             <C>           <C>          <C>              <C>             <C>
  $   (83,743)  $    (328,579)  $   143,006   $    2,907    $   (707,441)   $  (1,140,993)  $   (400,879)
      120,925         792,371       604,845       31,018       8,554,724       11,360,653      2,564,053
    2,485,597      12,177,153     1,604,916      231,799         469,622        5,486,269      2,601,312
  -----------   -------------   -----------   ----------    ------------    -------------   ------------
    2,522,779      12,640,945     2,352,767      265,724       8,316,905       15,705,929      4,764,486
   12,962,665    (128,351,688)    2,528,640    1,800,596     (79,645,879)    (118,680,195)   (43,828,746)
  -----------   -------------   -----------   ----------    ------------    -------------   ------------
   15,485,444    (115,710,743)    4,881,407    2,066,320     (71,328,974)    (102,974,266)   (39,064,260)
    2,721,353     115,710,743    15,113,798      654,115      71,328,974      102,974,266     39,064,260
  -----------   -------------   -----------   ----------    ------------    -------------   ------------
  $18,206,797   $          --   $19,995,205   $2,720,435    $         --    $          --   $         --
  ===========   =============   ===========   ==========    ============    =============   ============
  $    (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
  ===========   =============   ===========   ==========    ============    =============   ============
</TABLE>

                                    F-I- 17
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                      STATEMENTS OF CHANGES IN NET ASSETS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                     ALGER AMERICAN FUND
                                                          -----------------------------------------
                                                            MIDCAP                       LEVERAGED
                                                            GROWTH        BALANCED        ALLCAP
                                                          -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>
                         1999
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss)........................    $  (498,302)   $   (59,138)   $  (513,954)
  Net realized gain distributions.....................      6,889,497      1,521,652      2,107,473
  Net change in unrealized appreciation
     (depreciation)...................................     (3,851,259)     5,827,330     26,095,122
                                                          -----------    -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS..........................................      2,539,936      7,289,844     27,688,641
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS........................................    (45,837,475)    14,722,731     38,111,274
                                                          -----------    -----------    -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............    (43,297,539)    22,012,575     65,799,915
NET ASSETS AT JANUARY 1, 1999.........................     43,297,539     17,863,678     17,811,427
                                                          -----------    -----------    -----------
NET ASSETS AT DECEMBER 31, 1999.......................    $        --    $39,876,253    $83,611,342
                                                          ===========    ===========    ===========
                         1998
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income (loss)........................    $  (483,549)   $     6,176    $  (147,668)
  Net realized gain distributions.....................      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
                                                          ===========    ===========    ===========
</TABLE>

- ---------------
(1) Commenced business 11/11/99

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

                                    F-I- 18
<PAGE>

<TABLE>
<CAPTION>
                                          MFS VARIABLE INSURANCE TRUST
       ---------------------------------------------------------------------------------------------------
         EMERGING       WORLD GOVERNMENTS     UTILITIES       RESEARCH       GROWTH WITH     NEW DISCOVERY
       GROWTH SERIES         SERIES            SERIES          SERIES       INCOME SERIES      SERIES(1)
       -------------    -----------------     ---------       --------      -------------    -------------
<S>    <C>              <C>                  <C>            <C>             <C>              <C>
       $   (670,362)       $  148,076        $   (94,851)   $   (146,018)   $   (206,392)    $        (538)
                 --                --          2,439,376         173,602         103,453             9,311
         11,591,679          (288,901)        11,233,906       1,064,585          84,493            69,785
       ------------        ----------        -----------    ------------    ------------     -------------
         10,921,317          (140,825)        13,578,431       1,092,169         (18,446)           78,558
        (69,081,326)         (118,896)        16,005,836     (16,475,809)    (27,600,583)          541,973
       ------------        ----------        -----------    ------------    ------------     -------------
        (58,160,009)         (259,721)        29,584,267     (15,383,640)    (27,619,029)          620,531
         58,160,009         3,664,726         34,125,303      15,383,640      27,619,029                --
       ------------        ----------        -----------    ------------    ------------     -------------
       $         --        $3,405,005        $63,709,570    $         --    $         --     $     620,531
       ============        ==========        ===========    ============    ============     =============
       $   (611,693)       $   (2,475)       $   (62,855)   $   (116,995)   $   (265,114)    $          --
            385,947                --          1,117,922         180,422              --                --
         13,357,575           172,955          2,524,701       1,891,547       4,105,744                --
       ------------        ----------        -----------    ------------    ------------     -------------
         13,131,829           170,480          3,579,768       1,954,974       3,840,630                --
          8,590,108         1,367,828         15,579,157       8,858,712      10,291,072                --
       ------------        ----------        -----------    ------------    ------------     -------------
         21,721,937         1,538,308         19,158,925      10,813,686      14,131,702                --
         36,438,072         2,126,418         14,966,378       4,569,954      13,487,327                --
       ------------        ----------        -----------    ------------    ------------     -------------
       $ 58,160,009        $3,664,726        $34,125,303    $ 15,383,640    $ 27,619,029     $          --
       ============        ==========        ===========    ============    ============     =============
</TABLE>

                                    F-I- 19
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                      STATEMENTS OF CHANGES IN NET ASSETS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                   MORGAN STANLEY DEAN WITTER
                                                                      UNIVERSAL FUNDS, INC.
                                                           -------------------------------------------
                                                             ASIAN          EMERGING         GLOBAL
                                                             EQUITY      MARKETS EQUITY      EQUITY
                         1999                              ----------    --------------    -----------
<S>                                                        <C>           <C>               <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
NET INVESTMENT INCOME (LOSS)...........................    $  (11,001)    $   (62,410)     $     4,136
  Net realized gain distributions......................            --              --          505,014
  Net change in unrealized appreciation
     (depreciation)....................................     2,511,132       3,708,710         (212,881)
                                                           ----------     -----------      -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS...........................................     2,500,131       3,646,300          296,269
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS.........................................     4,074,765       3,500,834        2,485,522
                                                           ----------     -----------      -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS................     6,574,896       7,147,134        2,781,791
NET ASSETS AT JANUARY 1, 1999..........................     1,270,000       2,607,086        8,337,792
                                                           ----------     -----------      -----------
NET ASSETS AT DECEMBER 31, 1999........................    $7,844,896     $ 9,754,220      $11,119,583
                                                           ==========     ===========      ===========
                         1998
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
NET INVESTMENT INCOME (LOSS)...........................    $   (1,572)    $   (25,446)     $   (23,674)
  Net realized gain distributions......................            --              --           46,830
  Net change in unrealized appreciation
     (depreciation)....................................       (41,512)       (979,576)         530,951
                                                           ----------     -----------      -----------
  Net increase (decrease) in net assets resulting from
     operations........................................       (43,084)     (1,005,022)         554,107
  Net increase (decrease) from policyowner
     transactions......................................       281,663         571,924        4,864,755
                                                           ----------     -----------      -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS................       238,579        (433,098)       5,418,862
NET ASSETS AT JANUARY 1, 1998..........................     1,031,421       3,040,184        2,918,930
                                                           ----------     -----------      -----------
NET ASSETS AT DECEMBER 31, 1998........................    $1,270,000     $ 2,607,086      $ 8,337,792
                                                           ==========     ===========      ===========
</TABLE>

- ---------------
(1) Commenced business 10/29/99
(2) Commenced business 10/29/99
(3) Commenced business 10/29/99
(4) Commenced business 10/29/99
(5) Commenced business 10/29/99

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

                                    F-I- 20
<PAGE>

<TABLE>
<CAPTION>
     MORGAN STANLEY DEAN WITTER                       CALVERT VARIABLE SERIES, INC.,
       UNIVERSAL FUNDS, INC.                               AMERITAS PORTFOLIOS
     --------------------------   ----------------------------------------------------------------------
     INTERNATIONAL   U.S. REAL      EMERGING                    GROWTH WITH   INCOME AND       INDEX
        MAGNUM         ESTATE      GROWTH(1)      GROWTH(2)      INCOME(3)    GROWTH (4)       500(5)
     -------------   ----------   ------------   ------------   -----------   -----------   ------------
<S>  <C>             <C>          <C>            <C>            <C>           <C>           <C>
      $  (24,729)    $  131,936   $   (193,732)  $   (327,392)  $   (51,885)  $  (139,267)  $   (121,628)
          29,598             --             --             --            --     1,976,392             --
       1,502,573       (264,366)    32,895,392     22,245,971     1,360,347    13,746,810     12,919,335
      ----------     ----------   ------------   ------------   -----------   -----------   ------------
       1,507,442       (132,430)    32,701,660     21,918,579     1,308,462    15,583,935     12,797,707
         964,233         26,253     71,609,854    144,025,334    29,539,420    53,092,402    164,450,138
      ----------     ----------   ------------   ------------   -----------   -----------   ------------
       2,471,675       (106,177)   104,311,514    165,943,913    30,847,882    68,676,337    177,247,845
       5,621,976      2,987,497             --             --            --            --             --
      ----------     ----------   ------------   ------------   -----------   -----------   ------------
      $8,093,651     $2,881,320   $104,311,514   $165,943,913   $30,847,882   $68,676,337   $177,247,845
      ==========     ==========   ============   ============   ===========   ===========   ============
      $  (41,392)    $   45,483   $         --   $         --   $        --   $        --   $         --
          19,782         25,863             --             --            --            --             --
         207,777       (526,497)            --             --            --            --             --
      ----------     ----------   ------------   ------------   -----------   -----------   ------------
         186,167       (455,151)            --             --            --            --             --
       2,526,436        435,348             --             --            --            --             --
      ----------     ----------   ------------   ------------   -----------   -----------   ------------
       2,712,603        (19,803)            --             --            --            --             --
       2,909,373      3,007,300             --             --            --            --             --
      ----------     ----------   ------------   ------------   -----------   -----------   ------------
      $5,621,976     $2,987,497   $         --   $         --   $        --   $        --   $         --
      ==========     ==========   ============   ============   ===========   ===========   ============
</TABLE>

                                    F-I- 21
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                      STATEMENTS OF CHANGES IN NET ASSETS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                          CALVERT VARIABLE SERIES, INC.,
                                                                AMERITAS PORTFOLIOS
                                             ---------------------------------------------------------
                                               MIDCAP          MONEY                          SMALL
                                              GROWTH(1)      MARKET(2)      RESEARCH(3)      CAP(4)
                                             -----------    ------------    -----------    -----------
<S>                                          <C>            <C>             <C>            <C>
1999
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss)...........    $  (126,008)   $    927,368    $   (46,063)   $  (186,708)
  Net realized gain distributions........      1,344,414              --        245,686        726,966
  Net change in unrealized appreciation
     (depreciation)......................      9,521,581              --      2,613,908     20,160,605
                                             -----------    ------------    -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS..............     10,739,987         927,368      2,813,531     20,700,863
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS...........................     48,878,173     165,111,439     18,765,098     74,248,125
                                             -----------    ------------    -----------    -----------
TOTAL INCREASE (DECREASE) IN NET
  ASSETS.................................     59,618,160     166,038,807     21,578,629     94,948,988
NET ASSETS AT JANUARY 1, 1999............             --              --             --             --
                                             -----------    ------------    -----------    -----------
NET ASSETS AT DECEMBER 31, 1999..........    $59,618,160    $166,038,807    $21,578,629    $94,948,988
                                             ===========    ============    ===========    ===========
1998
INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS:
  Net investment income (loss)...........    $        --    $         --    $        --    $        --
  Net realized gain distributions........             --              --             --             --
  Net change in unrealized appreciation
     (depreciation)......................             --              --             --             --
                                             -----------    ------------    -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS..............             --              --             --             --
NET INCREASE (DECREASE) FROM POLICYOWNER
  TRANSACTIONS...........................             --              --             --             --
                                             -----------    ------------    -----------    -----------
TOTAL INCREASE (DECREASE) IN NET
  ASSETS.................................             --              --             --             --
NET ASSETS AT JANUARY 1, 1998............             --              --             --             --
                                             -----------    ------------    -----------    -----------
NET ASSETS AT DECEMBER 31, 1998..........    $        --    $         --    $        --    $        --
                                             ===========    ============    ===========    ===========
</TABLE>

- ---------------
(1) Commenced business 10/29/99
(2) Commenced business 10/28/99
(3) Commenced business 10/29/99
(4) Commenced business 10/29/99

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

                                    F-I- 22
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                         NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND ACCOUNTING POLICIES

Ameritas Variable Life Insurance Company Separate Account VA-2 (the Account) was
established  on May 28,  1987,  under  Nebraska  law by Ameritas  Variable  Life
Insurance  Company (AVLIC),  a wholly-owned  subsidiary of AMAL  Corporation,  a
holding company 66% owned by Ameritas Life Insurance Corp.  (ALIC) and 34% owned
by AmerUs  Life  Insurance  Company  (AmerUs).  The  assets of the  Account  are
segregated from AVLIC's other assets and are used only to support  variable life
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,  1999,  there  are  thirty-four
subaccounts  within  the  Account.  Eight of the  subaccounts  invest  only in a
corresponding  Portfolio of Variable  Insurance  Products  Fund and seven 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  (Fidelity).  Two 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. (Alger Management).  Three 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  (MFS  Co.).  Five  of  the  subaccounts   invest  only  in  a
corresponding  Portfolio of Morgan  Stanley Dean Witter  Universal  Funds,  Inc.
which is a diversified open-end management  investment company managed by Morgan
Stanley Dean Witter  Investment  Management Inc. Nine of the subaccounts  invest
only in a corresponding  Portfolio of Calvert  Variable  Series,  Inc.  Ameritas
Portfolios  (Ameritas  Portfolio)  which is a  diversified  open-end  management
investment  company  managed by  Ameritas  Investment  Corp.  (see Note 3). 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 Fidelity  Money Market were  transferred to the
Money Market subaccount of the Ameritas  Portfolio as of October 28, 1999. Also,
as of  October  29,  1999  pursuant  to an  order  of the SEC  allowing  for the
substitution,  all  policyowner  funds invested in a Portfolio of Fidelity Index
500  I-Class  were  transferred  to the Index  500  subaccount  of the  Ameritas
Portfolio;  all  policyowner  funds invested in a Portfolio of Alger  Management
Growth were transferred to the Growth subaccount of the Ameritas Portfolio;  all
policyowner  funds invested in a Portfolio of Alger Management Income and Growth
were transferred to the Income and Growth subaccount of the Ameritas  Portfolio;
all  policyowner  funds  invested  in a  Portfolio  of  Alger  Management  Small
Capitalization Fund were transferred to the Small Cap subaccount of the Ameritas
Portfolio;  all  policyowner  funds invested in a Portfolio of Alger  Management
MidCap Growth were  transferred to the MidCap Growth  subaccount of the Ameritas
Portfolio;  all  policyowner  funds invested in a Portfolio of MFS Co.  Emerging
Growth Series were transferred to the Emerging Growth subaccount of the Ameritas
Portfolio;  all  policyowner  funds invested in a Portfolio of MFS Co.  Research
Series was transferred to the Research subaccount of the Ameritas Portfolio; and
all  policyowner  funds  invested in a Portfolio  of MFS Co.  Growth with Income
Series were  transferred  to the Growth with Income  subaccount  of the Ameritas
Portfolio.

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.

                                    F-I- 23
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

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

1. ORGANIZATION AND ACCOUNTING POLICIES -- (CONTINUED)
VALUATION OF INVESTMENTS

The assets of the Account  are carried at the net asset value of the  underlying
Portfolios of the Funds. The value of the policyowners' units corresponds to the
Account's  investment  in  the  underlying  subaccounts.   The  availability  of
investment  portfolio and subaccount  options may vary between  products.  Share
transactions and security transactions are accounted for on a trade date basis.

FEDERAL AND STATE TAXES

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

2. POLICYOWNER CHARGES

AVLIC  charges the Account for  mortality  and expense  risks  assumed.  A daily
charge is made on the average daily value of the net assets  representing equity
of  policyowners  held in each  subaccount  per each  product's  current  policy
provisions.  Additional  charges are made at  intervals  and in amounts per each
product's  current  policy  provisions.  These charges are prorated  against the
balance  in each  investment  option  of the  policyowner,  including  the Fixed
Account option which is not reflected in this separate account.

3. RELATED PARTIES

During October 1999,  AVLIC  established a variable  insurance trust (VIT) which
contains  the  Ameritas  Portfolios.  The  Ameritas  Portfolios  are  managed by
Ameritas Investment Corp., an affiliate of AVLIC. During the year ended December
31, 1999, the Account incurred advisory fees of approximately $583,000,  payable
to  Ameritas   Investment   Corp.   Other  affiliates  of  AVLIC  also  provided
sub-advisory and administrative  services to the Ameritas Portfolios during 1999
of approximately $119,000.

                                    F-I- 24
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                    F-I- 25
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                         NOTES TO FINANCIAL STATEMENTS

4. 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, 1999........        83,957,576.230     7,310,168.164     137,879.292      3,655,507.381      51,779.065
Shares acquired..........       513,998,274.360     5,782,652.022     547,150.278      9,532,676.366     486,567.516
Shares disposed of.......      (597,955,850.590)   (6,657,449.475)   (201,814.275)    (9,362,890.067)   (144,218.689)
                             ------------------    --------------    ------------    ---------------    ------------
Shares owned at
  December 31, 1999......                    --     6,435,370.711     483,215.295      3,825,293.680     394,127.892
                             ==================    ==============    ============    ===============    ============
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
                             ==================    ==============    ============    ===============    ============
</TABLE>

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

                                    F-I- 26
<PAGE>

<TABLE>
<CAPTION>
                    VARIABLE INSURANCE PRODUCTS FUND                        VARIABLE INSURANCE PRODUCTS FUND II
     ---------------------------------------------------------------   ---------------------------------------------
                                                                           ASSET           ASSET        INVESTMENT
       HIGH INCOME     HIGH INCOME       OVERSEAS         OVERSEAS        MANAGER         MANAGER       GRADE BOND
         I-CLASS        S-CLASS(3)        I-CLASS        S-CLASS(4)       I-CLASS       S-CLASS(5)       I-CLASS
     ---------------   ------------   ---------------   ------------   --------------   -----------   --------------
<S>  <C>               <C>            <C>               <C>            <C>              <C>           <C>
       4,839,967.104    173,277.599     2,859,039.227     36,742.223    8,179,278.614   111,558.654    4,432,351.864
      16,830,329.809    773,649.902    14,269,816.598    309,184.466    1,888,888.200   542,380.523    4,215,915.067
     (18,210,334.800)  (377,153.045)  (14,913,650.068)  (159,019.486)  (2,599,782.786)  (99,057.194)  (3,819,786.600)
     ---------------   ------------   ---------------   ------------   --------------   -----------   --------------
       3,459,962.113    569,774.456     2,215,205.757    186,907.203    7,468,384.028   554,881.983    4,828,480.331
     ===============   ============   ===============   ============   ==============   ===========   ==============
       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
     ===============   ============   ===============   ============   ==============   ===========   ==============
</TABLE>

                                    F-I- 27
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                         NOTES TO FINANCIAL STATEMENTS

4. 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, 1999....     3,150,362.284     111,439.527       819,191.106       887,480.881     38,568.028
Shares acquired......     4,453,448.644     711,584.571     1,130,036.538       718,596.261    147,621.500
Shares disposed of...    (4,133,084.299)   (197,361.001)   (1,949,227.644)     (518,198.690)   (37,369.301)
                         --------------    ------------    --------------    --------------    -----------
Shares owned at
  December 31,
  1999...............     3,470,726.629     625,663.097                --     1,087,878.452    148,820.227
                         ==============    ============    ==============    ==============    ===========

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

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

                                    F-I- 28
<PAGE>

<TABLE>
<CAPTION>
                               ALGER AMERICAN FUND
    --------------------------------------------------------------------------------------------------
        SMALL                           INCOME AND         MIDCAP                          LEVERAGED
    CAPITALIZATION       GROWTH           GROWTH           GROWTH          BALANCED         ALLCAP
    --------------   --------------   --------------   --------------   --------------   -------------
<S> <C>              <C>              <C>              <C>              <C>              <C>
     1,622,219.084    1,934,879.114    2,977,458.762    1,499,741.532    1,376,246.463     510,356.079
     6,682,166.000    5,431,223.796    2,710,944.297    3,529,957.244    2,439,496.094   1,916,333.545
    (8,304,385.084)  (7,366,102.910)  (5,688,403.059)  (5,029,698.776)  (1,254,647.237)   (984,368.722)
    --------------   --------------   --------------   --------------   --------------   -------------
                --               --               --               --    2,561,095.320   1,442,320.902
    ==============   ==============   ==============   ==============   ==============   =============

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

                                    F-I- 29
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                         NOTES TO FINANCIAL STATEMENTS

4. 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
                                      ------------------------------------------------------------------
                                                           WORLD
                                         EMERGING        GOVERNMENT       UTILITIES          RESEARCH
                                      GROWTH SERIES        SERIES           SERIES            SERIES
                                      --------------    ------------    --------------    --------------
<S>                                   <C>               <C>             <C>               <C>
Shares owned at January 1, 1999...     2,708,896.576     336,831.365     1,721,761.046       807,540.107
Shares acquired...................     1,849,694.205     671,340.732     1,885,547.594       650,055.996
Shares disposed of................    (4,558,590.781)   (668,690.155)     (970,323.133)   (1,457,596.103)
                                      --------------    ------------    --------------    --------------
Shares owned at December 31,
  1999............................                --     339,481.942     2,636,985.507                --
                                      ==============    ============    ==============    ==============

Shares owned at January 1, 1998...     2,257,625.308     208,268.140       831,927.658       289,420.764
Shares acquired...................     3,643,188.582     548,489.706     2,105,774.882       909,665.190
Shares disposed of................    (3,191,917.314)   (419,926.481)   (1,215,941.494)     (391,545.847)
                                      --------------    ------------    --------------    --------------
Shares owned at December 31,
  1998............................     2,708,896.576     336,831.365     1,721,761.046       807,540.107
                                      ==============    ============    ==============    ==============
</TABLE>

- ---------------
(1) Commenced business 11/11/99

                                    F-I- 30
<PAGE>

<TABLE>
<CAPTION>
 MFS VARIABLE INSURANCE TRUST                 MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
 ----------------------------   ----------------------------------------------------------------------------
  GROWTH WITH         NEW                          EMERGING
     INCOME        DISCOVERY        ASIAN           MARKETS         GLOBAL      INTERNATIONAL    U.S. REAL
     SERIES        SERIES(1)        EQUITY          EQUITY          EQUITY         MAGNUM          ESTATE
 --------------   -----------   --------------   -------------   ------------   -------------   ------------
<S> <C>              <C>           <C>              <C>             <C>            <C>             <C>
  1,373,397.787                    242,829.800     366,678.867    634,535.152    500,621.227     304,846.573
  1,203,076.402    74,858.008    5,118,016.988   1,047,264.383    712,303.814    965,903.308     411,093.974
 (2,576,474.189)  (38,926.906)  (4,520,922.164)   (709,158.513)  (483,517.303)  (883,828.127)   (399,659.654)
 --------------   -----------   --------------   -------------   ------------   ------------    ------------
             --    35,931.102      839,924.624     704,784.737    863,321.663    582,696.408     316,280.893
 ==============   ===========   ==============   =============   ============   ============    ============

    820,397.016            --      182,876.009     322,394.901    248,631.218    280,286.412     263,567.027
  1,302,607.527            --    2,164,894.930     593,796.286    832,986.970    747,756.545     549,316.381
   (749,606.756)           --   (2,104,941.139)   (549,512.320)  (447,083.036)  (527,421.730)   (508,036.835)
 --------------   -----------   --------------   -------------   ------------   ------------    ------------
  1,373,397.787            --      242,829.800     366,678.867    634,535.152    500,621.227     304,846.573
 ==============   ===========   ==============   =============   ============   ============    ============
</TABLE>

                                    F-I- 31
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-2
                         NOTES TO FINANCIAL STATEMENTS

4. SHARES OWNED -- (CONTINUED)
THE ACCOUNT INVESTS IN SHARES OF MUTUAL FUNDS. SHARE ACTIVITY AND TOTAL SHARES
OWNED WERE AS FOLLOWS:

<TABLE>
<CAPTION>
                                         CALVERT VARIABLE SERIES, INC., AMERITAS PORTFOLIOS
                         ----------------------------------------------------------------------------------
                           EMERGING        GROWTH WITH         INCOME AND        INDEX
                           GROWTH            GROWTH            INCOME(3)        GROWTH(4)         500(5)
                         -------------    --------------    -------------    -------------    -------------
<S>                      <C>              <C>               <C>              <C>              <C>
Shares owned at
  January 1, 1999
  Shares acquired....    3,128,363.372     4,071,628.320    1,602,206.945    4,550,030.334    1,386,125.523
Shares disposed of...     (373,172.846)   (1,511,950.499)    (145,056.149)    (591,740.010)    (326,664.413)
                         -------------    --------------    -------------    -------------    -------------
Shares owned at
  December 31,
  1999...............    2,755,190.526     2,559,677.821    1,457,150.796    3,958,290.324    1,059,461.110
                         =============    ==============    =============    =============    =============
Shares owned at
  January 1, 1998....               --                --               --               --               --
Shares acquired......               --                --               --               --               --
Shares disposed of...               --                --               --               --               --
                         -------------    --------------    -------------    -------------    -------------
Shares owned at
  December 31,
  1998...............               --                --               --               --               --
                         =============    ==============    =============    =============    =============
</TABLE>

- -------------------------
(1) Commenced business 10/29/99
(2) Commenced business 10/29/99
(3) Commenced business 10/29/99
(4) Commenced business 10/29/99
(5) Commenced business 10/29/99
(6) Commenced business 10/29/99
(7) Commenced business 10/28/99
(8) Commenced business 10/29/99
(9) Commenced business 10/29/99

                                    F-I- 32
<PAGE>

<TABLE>
<CAPTION>
           CALVERT VARIABLE SERIES, INC., AMERITAS PORTFOLIOS
    -----------------------------------------------------------------
       MIDCAP            MONEY                             SMALL
      GROWTH(6)        MARKET(7)        RESEARCH(8)        CAP(9)
    -------------   ----------------   -------------   --------------
 <S>   <C>             <C>                <C>             <C>
    2,715,529.105    560,202,901.620   1,068,799.043    3,942,078.699
     (822,889.099)  (394,164,095.470)   (130,189.700)  (2,259,182.778)
    -------------   ----------------   -------------   --------------
    1,892,640.006    166,038,806.150     938,609.343    1,682,895.921
    =============   ================   =============   ==============
               --                 --              --               --
               --                 --              --               --
               --                 --              --               --
    -------------   ----------------   -------------   --------------
               --                 --              --               --
    =============   ================   =============   ==============
</TABLE>

                                    F-I- 33


<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors
Ameritas Variable Life Insurance Company
Lincoln, Nebraska

We have  audited  the  accompanying  balance  sheets of Ameritas  Variable  Life
Insurance Company (a wholly owned subsidiary of AMAL Corporation) as of December
31,  1999 and 1998,  and the related  statements  of  operations,  comprehensive
income,  stockholder's equity, and cash flows for each of the three years in the
period  ended   December  31,  1999.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial position of Ameritas Variable Life Insurance Company as
of December 31, 1999 and 1998,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1999,  in
conformity with generally accepted accounting principles.

/s/ DELOITTE & TOUCHE LLP

Lincoln, Nebraska
February 5, 2000

                                     F-II- 1
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                      DECEMBER 31
                                                                ------------------------
                                                                   1999          1998
                                                                ----------    ----------
<S>                                                             <C>           <C>
ASSETS
Investments:
  Fixed maturity securities, available for sale (amortized
     cost $129,567 -- 12/99 and $146,650 -- 12/98)..........    $  124,734    $  150,462
  Equity securities, available for sale (amortized cost
     $2,031 -- 12/99 and $2,031 -- 12/98)...................         1,705         2,020
  Mortgage loans on real estate.............................         1,392            --
  Loans on insurance policies...............................        16,499        10,949
  Other invested assets.....................................            --        10,020
                                                                ----------    ----------
          Total investments.................................       144,330       173,451
Cash and cash equivalents...................................        11,970        12,011
Accrued investment income...................................         2,442         2,425
Reinsurance receivable-affiliate............................        35,921            --
Reinsurance recoverable-affiliates..........................           153           455
Prepaid reinsurance premium-affiliates......................         2,537         2,380
Deferred policy acquisition costs...........................       152,297       121,236
Other.......................................................         2,840         1,695
Separate Accounts...........................................     2,394,445     1,709,448
                                                                ----------    ----------
                                                                $2,746,935    $2,023,101
                                                                ==========    ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
  Policy and contract reserves..............................    $    2,185    $    1,681
  Policy and contract claims................................           755           625
  Accumulated contract values...............................       240,050       213,874
  Unearned policy charges...................................         2,030         1,814
  Unearned reinsurance ceded allowance......................         3,942         3,596
  Federal income taxes--
     Current................................................         2,922         2,941
     Deferred...............................................         6,725         8,348
  Accounts payable -- affiliates............................         7,285         3,364
  Other.....................................................         6,639         4,722
  Separate Accounts.........................................     2,394,445     1,709,448
                                                                ----------    ----------
          Total Liabilities.................................     2,666,978     1,950,413
                                                                ----------    ----------
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................................        42,870        40,370
  Retained earnings.........................................        34,032        27,434
  Accumulated other comprehensive income....................          (945)          884
                                                                ----------    ----------
          Total Stockholder's Equity........................        79,957        72,688
                                                                ----------    ----------
                                                                $2,746,935    $2,023,101
                                                                ==========    ==========
</TABLE>

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

                                     F-II- 2
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                            STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
                                                                -----------------------------
                                                                 1999       1998       1997
                                                                -------    -------    -------
<S>                                                             <C>        <C>        <C>
INCOME:
Insurance revenues:
  Contract charges..........................................    $51,794    $42,775    $33,717
  Premium-reinsurance ceded.................................     (8,683)    (7,836)    (6,840)
  Reinsurance ceded allowance...............................      3,594      3,169      2,752
Investment revenues:
  Investment income, net....................................     13,970     14,052      8,277
  Realized gains (losses), net..............................     (1,786)        79        368
Other.......................................................      3,016      2,269        980
                                                                -------    -------    -------
                                                                 61,905     54,508     39,254
                                                                -------    -------    -------
BENEFITS AND EXPENSES:
Policy benefits:
  Death benefits............................................      2,805      2,200      1,356
  Interest credited.........................................     12,512     13,400      7,258
  Increase in policy and contract reserves..................        504        740        192
  Other.....................................................        190        222         92
Sales and operating expenses................................     22,277     15,980     11,641
Amortization of deferred policy acquisition costs...........     12,760     11,847      9,584
                                                                -------    -------    -------
                                                                 51,048     44,389     30,123
                                                                -------    -------    -------
INCOME BEFORE FEDERAL INCOME TAXES..........................     10,857     10,119      9,131
                                                                -------    -------    -------
Income taxes -- current.....................................      4,898      4,000      4,305
Income taxes -- deferred....................................       (639)    (1,135)      (844)
                                                                -------    -------    -------
       Total income taxes...................................      4,259      2,865      3,461
                                                                -------    -------    -------
NET INCOME..................................................    $ 6,598    $ 7,254    $ 5,670
                                                                =======    =======    =======
</TABLE>

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

                                     F-II- 3
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY
                       STATEMENTS OF COMPREHENSIVE INCOME
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                                --------------------------
                                                                 1999      1998      1997
                                                                ------    ------    ------
<S>                                                             <C>       <C>       <C>
Net income..................................................    $6,598    $7,254    $5,670
Other comprehensive income, net of tax:
  Unrealized gains (losses) on securities:
     Unrealized holding gains (losses) arising during period
      (net of deferred tax of ($1,610), $185 and $378 for
      1999, 1998 and 1997 respectively).....................    (2,990)      343       702
     Reclassification adjustment for (gains) losses included
      in net income (net of deferred tax of $625, ($28) and
      ($129) for 1999, 1998 and 1997 respectively)..........     1,161       (51)     (239)
                                                                ------    ------    ------
  Other comprehensive income (loss).........................    (1,829)      292       463
                                                                ------    ------    ------
Comprehensive income........................................    $4,769    $7,546    $6,133
                                                                ======    ======    ======
</TABLE>

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

                                     F-II- 4
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                       STATEMENTS OF STOCKHOLDER'S EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                         (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, 1997.................    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
  Net unrealized investment loss, net....       --        --           --           --         (1,829)       (1,829)
  Capital contribution...................       --        --        2,500           --             --         2,500
  Net income.............................       --        --           --        6,598             --         6,598
                                             ------    ------     -------      -------        -------       -------
BALANCE, December 31, 1999...............    40,000    $4,000     $42,870      $34,032        $  (945)      $79,957
                                             ======    ======     =======      =======        =======       =======
</TABLE>

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

                                     F-II- 5
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31,
                                                                --------------------------------
                                                                  1999        1998        1997
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
OPERATING ACTIVITIES
Net Income..................................................    $  6,598    $  7,254    $  5,670
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Amortization of deferred policy acquisition costs.........      12,760      11,847       9,584
  Policy acquisition costs deferred.........................     (39,491)    (34,820)    (30,642)
  Interest credited to contract values......................      12,512      13,400       7,258
  Amortization of discounts or premiums.....................          67         (28)        (40)
  Net gains on other invested assets........................      (2,830)     (3,732)       (631)
  Net realized (gains) losses on investment transactions....       1,786         (79)       (368)
  Deferred income taxes.....................................        (639)     (1,135)       (844)
  Change in assets and liabilities:
     Accrued investment income..............................         (17)       (624)       (705)
     Reinsurance recoverable-affiliates.....................         302          59        (505)
     Prepaid reinsurance premium-affiliates.................        (157)        (82)       (142)
     Other assets...........................................      (1,145)     (1,496)        284
     Policy and contract reserves...........................         504         740         192
     Policy and contract claims.............................         130        (300)        819
     Unearned policy charges................................         216         316         255
     Federal income tax payable-current.....................         (19)      1,475         591
     Unearned reinsurance ceded allowance...................         346         328         129
     Other liabilities......................................       5,838      (2,114)      2,172
                                                                --------    --------    --------
  Net cash from operating activities........................      (3,239)     (8,991)     (6,923)
                                                                --------    --------    --------
INVESTING ACTIVITIES
Purchase of fixed maturity securities available for sale....     (48,474)    (70,904)    (92,291)
Purchase of equity securities available for sale............          --          --      (4,311)
Purchase of mortgage loans on real estate...................      (1,400)         --
Purchase of other invested assets...........................      (1,252)     (7,760)     (1,611)
Proceeds from maturities or repayment of fixed maturity
  securities available for sale.............................      11,242      15,289      25,168
Proceeds from sales of fixed maturity securities available
  for sale..................................................       7,762      22,282      16,419
Proceeds from the sale of equity securities available for
  sale......................................................          --       1,979         252
Proceeds from the sale of other invested assets.............       1,162       3,678          35
Net change in loans on insurance policies...................      (5,550)     (3,467)     (3,173)
                                                                --------    --------    --------
  Net cash from investing activities........................     (36,510)    (38,903)    (59,512)
                                                                --------    --------    --------
FINANCING ACTIVITIES
Capital contribution........................................       2,500          --          --
Net change in accumulated contract values...................      37,208      46,194      69,462
                                                                --------    --------    --------
  Net cash from financing activities........................      39,708      46,194      69,462
                                                                --------    --------    --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............         (41)     (1,700)      3,027
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............      12,011      13,711      10,684
                                                                --------    --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................    $ 11,970    $ 12,011    $ 13,711
                                                                ========    ========    ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes..................................    $  4,917    $  2,525    $  3,714
</TABLE>

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

                                     F-II- 6
<PAGE>

                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (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, is 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  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 an
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, 1999, 1998 and 1997.

CASH EQUIVALENTS

The Company considers all highly liquid debt securities purchased with remaining
maturity of less than three months to be cash equivalents.

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

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
                                 (IN THOUSANDS)

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

PREMIUM REVENUE AND BENEFITS TO POLICYOWNERS

RECOGNITION   OF  UNIVERSAL   LIFE-TYPE   CONTRACTS   REVENUE  AND  BENEFITS  TO
POLICYOWNERS  Universal  life-type  policies are insurance  contracts with terms
that are not fixed and  guaranteed.  The terms that may be changed could include
one or  more of the  amounts  assessed  the  policyowner,  premiums  paid by the
policyowner or interest  accrued to policyowners  balances.  Amounts received as
payments for such  contracts are reflected as deposits in  accumulated  contract
values and are not reported as premium revenues.

Revenues for universal  life-type  policies  consist of charges assessed against
policy account values for deferred policy loading,  mortality risk expense,  the
cost of insurance and policy administration. Policy benefits and claims that are
charged  to expense  include  interest  credited  to  contracts  under the fixed
account investment option and benefit claims incurred in the period in excess of
related policy account balances.

RECOGNITION  OF  INVESTMENT   CONTRACT  REVENUE  AND  BENEFITS  TO  POLICYOWNERS
Contracts  that do not  subject the Company to risks  arising  from  policyowner
mortality or morbidity are referred to as investment contracts. Certain deferred
annuities are considered investment contracts.  Amounts received as payments for
such contracts are reflected as deposits in accumulated  contract values and are
not reported as premium revenues.

Revenues  for  investment  products  consist  of  investment  income  and policy
administration  charges.  Contract  benefits that are charged to expense include
benefit claims  incurred in the period in excess of related  contract  balances,
and interest credited to contract balances.

POLICY ACQUISITION COSTS

Those costs of acquiring new business,  which vary with and are directly related
to the  production of new  business,  have been deferred to the extent that such
costs  are  deemed   recoverable  from  future  premiums.   Such  costs  include
commissions,  certain  costs of policy  issuance and  underwriting,  and certain
variable distribution expenses.

Costs  deferred  related to universal  life-type  policies  and  investment-type
contracts are amortized generally over the lives of the policies, in relation to
the present value of estimated  gross  profits from  mortality,  investment  and
expense margins. The estimated gross profits are reviewed  periodically based on
actual experience and changes in assumptions.

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

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
                                 (IN THOUSANDS)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
   POLICIES -- (CONTINUED)
A  roll-forward  of the  amounts  reflected  in the  balance  sheets as deferred
acquisition costs is as follows:

<TABLE>
<CAPTION>
                                                                          DECEMBER 31
                                                                -------------------------------
                                                                  1999        1998       1997
                                                                --------    --------    -------
<S>                                                             <C>         <C>         <C>
Beginning balance...........................................    $121,236    $ 98,746    $79,272
Acquisition costs deferred..................................      39,491      34,820     30,642
Amortization of deferred policy acquisition costs...........     (12,760)    (11,847)    (9,584)
Adjustment for unrealized investment (gain)/loss............       6,145        (483)    (1,584)
Balance released under co-insurance agreement (note 4)......      (1,815)         --         --
                                                                --------    --------    -------
Ending balance..............................................    $152,297    $121,236    $98,746
                                                                ========    ========    =======
</TABLE>

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

FUTURE POLICY AND CONTRACT BENEFITS

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

INCOME TAXES

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

NEW ACCOUNTING PRONOUNCEMENTS

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

SFAS No. 133 is effective for fiscal years  beginning  after June 15, 2000, 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  reclassified to
conform to current year presentation.

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

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
                                 (IN THOUSANDS)

2. INVESTMENTS

Investment income summarized by type of investment was as follows:

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31
                                                                ----------------------------
                                                                 1999       1998       1997
                                                                -------    -------    ------
<S>                                                             <C>        <C>        <C>
Fixed maturity securities available for sale................    $ 9,644    $ 9,099    $6,622
Equity Securities available for sale........................        159        179       156
Mortgage loans on real estate...............................         34         --        --
Loans on insurance policies.................................        845        590       370
Cash equivalents............................................        681        659       642
Other invested assets.......................................      2,830      3,732       631
                                                                -------    -------    ------
  Gross investment income...................................     14,193     14,259     8,421
Investment expenses.........................................        223        207       144
                                                                -------    -------    ------
  Net investment income.....................................    $13,970    $14,052    $8,277
                                                                =======    =======    ======
</TABLE>

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

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31
                                                                ----------------------------
                                                                 1999         1998      1997
                                                                -------       ----      ----
<S>                                                             <C>           <C>       <C>
Net gains (losses) on disposals of fixed maturity securities
  available for sale (note 4)...............................    $(1,786)      $131      $365
Net gains (losses) on disposal of equity securities
  available for sale........................................         --        (52)     $  3
                                                                -------       ----      ----
Net gains (losses) on disposal of securities available for
  sale......................................................    $(1,786)      $ 79      $368
                                                                =======       ====      ====
</TABLE>

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



                                                   YEAR ENDED DECEMBER 31, 1999
                                              ----------------------------------
                                                PROCEEDS      GAINS      LOSSES
                                                --------      -----      ------

Fixed maturity securities available for sale...  $7,762        $6         $80
                                                 ======        ==         ===


                                                  YEAR ENDED DECEMBER 31, 1998
                                                --------------------------------
                                                PROCEEDS       GAINS      LOSSES
                                                --------       -----      ------

Fixed maturity securities available for sale... $22,282        $242        $301
Equity securities available for sale...........   1,979          --          52
                                                -------        ----        ----
  Total securities available for sale.......... $24,261        $242        $353
                                                =======        ====        ====




                                                   YEAR ENDED DECEMBER 31, 1997
                                                --------------------------------
                                                 PROCEEDS     GAINS      LOSSES
                                                 --------     -----      ------

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


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

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (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, 1999
                                                      -------------------------------------------------
                                                                       GROSS UNREALIZED
                                                      AMORTIZED       ------------------         FAIR
                                                        COST          GAINS       LOSSES        VALUE
                                                      ---------       -----       ------       --------
<S>                                                   <C>             <C>         <C>          <C>
U.S. Corporate....................................    $ 85,653         $35        $3,388       $ 82,300
Mortgage-backed...................................      34,929          12         1,422         33,519
U.S. Treasury securities and obligations of U.S.
  government agencies.............................       8,985          40           110          8,915
                                                      --------         ---        ------       --------
  Total fixed maturity securities available for
     sale.........................................     129,567          87         4,920        124,734
                                                      --------         ---        ------       --------
Equity securities available for sale..............       2,031          --           326          1,705
                                                      --------         ---        ------       --------
  Total securities available for sale.............    $131,598         $87        $5,246       $126,439
                                                      ========         ===        ======       ========
</TABLE>

<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>

The amortized  cost and fair value of fixed  maturity  securities  available for
sale by  contractual  maturity at December  31, 1999 are shown  below.  Expected
maturities may differ from contractual maturities because borrowers may have the
right  to  call  or  prepay  obligations  with or  without  call  or  prepayment
penalties.



                                                   AMORTIZED      FAIR
                                                     COST        VALUE
                                                   ---------    --------

Due in one year or less.........................   $  3,448     $  3,453
Due after one year through five years...........     43,868       42,513
Due after five years through ten years..........     32,139       31,066
Due after ten years.............................     15,183       14,183
Mortgage-backed securities......................     34,929       33,519
                                                   --------     --------
  Total.........................................   $129,567     $124,734
                                                   ========     ========


The Company  purchased  exchange and privately traded options to support certain
equity index annuity policyowner  liabilities.  These derivatives,  reflected as
other invested  assets,  were used to manage  fluctuations  in the equity market
risk  granted  to  the  policyowners  of  the  equity  index  annuities.   These
derivatives  involved,  to varying  degrees,  elements of credit risk and market
risk.  The options  value on the balance  sheet  reflected the risk of potential
loss to the entity.  At December  31, 1998 the Company  held  options with terms
ranging  from 1 to 7 years with a notional  amount of $18,655,  a cost of $7,096
and a fair value of $10,020.  Due to the transfer of these assets as part of the
co-insurance  agreement outlined in note 4, there were no options outstanding at
December 31, 1999.

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

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
                                 (IN THOUSANDS)

3. INCOME TAXES

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



                                                                 YEARS ENDED
                                                                 DECEMBER 31
                                                              -----------------
                                                               1999      1998
                                                               ----      ----
Net unrealized investment gains on securities available for
  sale......................................................  $    --   $ 1,365
Deferred policy acquisition costs...........................   45,802    36,031
Prepaid expenses............................................      888       833
                                                              -------   -------
Gross deferred tax liability................................   46,690    38,229
                                                              -------   -------
Future policy and contract benefits.........................   35,650    27,810
Net unrealized investment losses............................    1,768        --
Capital loss carryforward...................................      515        --
Deferred future revenues....................................    2,090     1,894
Other.......................................................      457       177
                                                              -------   -------
Gross deferred tax asset....................................   40,480    29,881
Less valuation allowance....................................      515        --
                                                              -------   -------
Total deferred tax asset after valuation allowance..........   39,965    29,881
                                                              -------   -------
  Net deferred tax liability................................  $ 6,725   $ 8,348
                                                              =======   =======


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



                                                   YEARS ENDED DECEMBER 31
                                                   ------------------------
                                                   1999      1998      1997
                                                   ----      ----      ----

Federal statutory tax rate.......................  35.0%     35.0%     35.0%
Other............................................   4.2      (6.7)      2.9
                                                   ----      ----      ----
  Effective tax rate.............................  39.2%     28.3%     37.9%
                                                   ====      ====      ====

The  Company  has  approximately  $1.5  million  of  capital  loss  carryforward
available as of December 31, 1999. At December 31, 1999 the Company provided for
a valuation allowance against the deferred tax asset related to the capital loss
carryforward.

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.  The IRS is
currently  examining  the  Company's  return for the tax period ending March 31,
1996.  Management believes adequate provisions have been made for any additional
taxes which may become due with respect to the adjustments proposed by the IRS.

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, 1999,  1998
and 1997 was $12,265, $11,737 and $12,082, 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
$4,419, $4,104 and $3,810 of reinsurance premiums,  net of ceded allowances,  to
affiliates for the years

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

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
                                 (IN THOUSANDS)

4. RELATED PARTY TRANSACTIONS -- (CONTINUED)
ended December 31, 1999, 1998 and 1997,  respectively.  The Company has received
reinsurance  recoveries  from  affiliates  of $7,268,  $3,310 and $2,260 for the
years ended December 31, 1999, 1998 and 1997, respectively.

Effective  June 30, 1999 the Company  agreed to 100%  co-insure its equity index
annuity  business  to AmerUs in a non-cash  transaction.  Under the terms of the
agreement investments with a fair value of $57,648 and amortized cost of $59,390
were transferred to AmerUs.  In return AmerUs  co-insured the full liability for
this business resulting in a $59,561 reinsurance receivable from affiliate being
recorded.  The Company also released the $1,815 of deferred  policy  acquisition
costs which it was  carrying on this block.  In December  1999,  AmerUs  through
assumption  reinsurance  assumed  approximately 40% of this block,  reducing the
reinsurance  receivable  --  affiliate  to $35,921.  This amount is secured by a
letter of credit.

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. (AIC), a wholly-owned  subsidiary of AMAL Corporation.
The  Company  received  $93 for the year  ended  December  31,  1997  from  this
affiliate  to  partially  defray the costs of materials  and  prospectuses.  The
Company  received no recovery to defray these cost for the years ended  December
31,  1999 and 1998.  Policies  placed  by this  affiliate  generated  commission
expense of $35,736,  $28,621 and $23,232 for the years ended  December 31, 1999,
1998 and 1997, 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, 1999,  1998 and 1997 were $159,
$163 and $29, respectively.

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,  1999,  1998 and 1997  were  $47,  $47 and $24,
respectively.

The Company is also included in the postretirement  benefit plan providing group
medical coverage to retired employees of AMAL Corporation and it's subsidiaries.
Prior to August 1, 1997 these  benefits were provided under a plan with Ameritas
Life Insurance Corp. These benefits are a specified  percentage of premium until
age 65 and a flat dollar amount thereafter.  Employees become eligible for these
benefits upon the attainment of age 55, 15 years of service and participation in
the plan for the immediately

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

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
                                 (IN THOUSANDS)

5. BENEFIT PLANS -- (CONTINUED)
preceding 5 years.  Benefit costs  include the expected  cost of  postretirement
benefits  for newly  eligible  employees,  interest  cost,  and gains and losses
arising from differences  between actuarial  assumptions and actual  experience.
Total Company contributions for the years ended December 31, 1999, 1998 and 1997
were $12, $12 and $5, respectively.

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 ($4,513), $319, and $2,048 for 1999, 1998 and 1997, respectively.
The Company's statutory surplus was $41,637, $44,589 and $45,265 at December 31,
1999, 1998 and 1997, respectively. 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.

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, 1999 and 1998. 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.

          MORTGAGE  LOANS ON REAL ESTATE -- Mortgage  loans in good standing are
     valued on the basis of  discounted  cash flow.  The  interest  rate that is
     assumed  is based  upon  the  weighted  average  term of the  mortgage  and
     appropriate spread over Treasuries. There were no mortgage loans in default
     at December 31, 1999.

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

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
                                 (IN THOUSANDS)

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

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

          CASH AND CASH EQUIVALENTS,  ACCRUED  INVESTMENT INCOME AND REINSURANCE
     RECOVERABLE -- The carrying amounts equal fair value.

          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
                                                        --------------------------------------------
                                                                1999                    1998
                                                        --------------------    --------------------
                                                        CARRYING      FAIR      CARRYING      FAIR
                                                         AMOUNT      VALUE       AMOUNT      VALUE
                                                        --------    --------    --------    --------
<S>                                                     <C>         <C>         <C>         <C>
Financial assets:
  Fixed maturity securities, available for sale.....    $124,734    $124,734    $150,462    $150,462
  Equity securities, available for sale.............       1,705       1,705       2,020       2,020
  Mortgage loans on real estate.....................       1,392       1,369          --          --
  Loans on insurance policies.......................      16,499      14,557      10,949      10,286
  Other invested assets.............................          --          --      10,020      10,020
  Cash and cash equivalents.........................      11,970      11,970      12,011      12,011
  Accrued investment income.........................       2,442       2,442       2,425       2,425
  Reinsurance receivable -- affiliate...............      35,921      35,921          --          --
  Reinsurance recoverable -- affiliates.............         153         153         455         455
Financial liabilities:
  Accumulated contract values excluding amounts held
     under insurance contracts......................     184,376     184,376     199,585     199,585
</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:



                                                        DECEMBER 31
                                                  ------------------------
                                                     1999          1998
                                                  ----------    ----------

Separate Account V..............................  $  402,722    $  282,653
Separate Account VA-2...........................   1,991,723     1,426,795
                                                  ----------    ----------
                                                  $2,394,445    $1,709,448
                                                  ==========    ==========


                                    F-II- 15
<PAGE>
                    AMERITAS VARIABLE LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS
      FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -- (CONTINUED)
                                 (IN THOUSANDS)

8. SEPARATE ACCOUNTS -- (CONTINUED)
During 1999 the Company formed a variable  insurance trust (VIT).  AIC serves as
the investment advisor and another affiliate provides administrative services to
the VIT.  AIC  received  advisory  fees of $702 for the year ended  December 31,
1999.  At  December  31,  1999  separate  account  assets  under the VIT totaled
$1,066,249.

                                    F-II- 16


<PAGE>

                                     PART C

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

     a)   Financial Statements:

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

 Subaccounts of Ameritas Variable Life Insurance Company Separate Account VA-2:
     - Report of Deloitte & Touche, LLP, independent auditors.
     - Statement of Net Assets as of December 31, 1999.
     - Statement  of  Operations for the years ended December 31, 1999 and 1998.
     - Statements of Changes in Net Assets for the years ended December 31,1999
       and 1998.
     - Notes to Financial  Statements for the years ended December 31, 1999 and
       1998.

 Ameritas Variable Life Insurance Company:
     - Report of Deloitte & Touche, LLP, independent auditors.
     - Balance Sheets as of December 31, 1999 and 1998.
     - Statements of Operations for the years ended December 31, 1999, 1998 and
       1997.
     - Statements of Comprehensive Income for the years ended December 31, 1999,
       1998 and 1997.
     - Statements of Stockholder's Equity for the years ended December 31, 1999,
       1998 and 1997.
     - Statements of Cash Flows for the years ended December 31, 1999,  1998 and
       1997.
     - Notes to Financial Statements for the years ended December 31, 1999, 1998
       and 1997.

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

There are no financial statements included in Part A.



<PAGE>


     b)  Exhibits
<TABLE>
<CAPTION>

EXHIBIT
NUMBER       DESCRIPTION OF EXHIBIT
<S>           <C>
(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 and Rider. ******
(5)          Form of Application for Variable Annuity Contract.
(6) (a)      Articles of Incorporation of Ameritas Variable Life Insurance Company.**
(6) (b)      Bylaws of Ameritas Variable Life Insurance Company.****
(7)          Not Applicable.
(8) (a)      Participation Agreement (MFS).*
(8) (b)      Participation Agreement (Fidelity).**
(8) (c)      Participation Agreement (Alger American).**
(8) (d)      Participation Agreement (Morgan Stanley).*
(8) (e)      Form of Participation Agreement (Calvert Variable Series, Inc. Ameritas Portfolios).*****
(8) (f)      Form of Participation Agreement (Calvert Variable Series, Inc.). *******
(8) (g)      Form of Participation Agreement (American Century).  ********
(8) (h)      Form of Participation Agreement (INVESCO). ********
(8) (i)      Form of Participation Agreement (Salomon Brothers). ********
(8) (j)      Form of Participation Agreement (Summit). ********
(8) (k)      Form of Participation Agreement (Third Avenue). ********
(9)          Legal Opinion and Consent.
(10)(a)     Independent Auditors' Consent.
(11)Financial Statements are located at Item 23.
(12)Not applicable.
(13)Schedule of Computation of Performance Quotations. To be Provided.

</TABLE>


*          Incorporated by reference to the initial  registration  statement for
           Ameritas  Variable Life Insurance  Company Separate Account VA-2 File
           No. 33-14774, filed on June 2, 1987.

**         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 the registration statement for Ameritas
           Variable Life Insurance Company, Separate Account VA-2 File No.
           33-14774, filed on March 26, 1992.
*****      Incorporated by reference to Post-Effective Amendment No. 5 to the
           Registration Statement for Ameritas Variable Life Insurance Company
           Separate Account V File No. 333-15585, filed on August 30, 1999.
******     Incorporated by reference to the initial  registration  statement for
           Ameritas  Variable Life Insurance Company Separate Account VA-2 (File
           No. 333-47162), filed on October 2, 2000.
*******    Incorporated by reference to Post-Effective Amendment No. 7 to the
           Registration Statement for Ameritas Variable Life Insurance Company
           Separate Account V, File No. 333-14845, filed November 22, 2000.





<PAGE>


Item 25 Directors and Senior Officers of the Depositor
<TABLE>
<CAPTION>

     Name and Principal  Position and Offices
     <S>                                              <C>
     BUSINESS ADDRESS                                WITH DEPOSITOR
     Lawrence J. Arth*                               Director, Chairman of the Board and Chief Executive Officer
     William J. Atherton*                            Director, President and Chief Operating Officer
     Kenneth C. Louis*                               Director and Executive Vice President
     Gary R. McPhail**                               Director and Executive Vice President
     Thomas C. Godlasky**                            Director, Senior Vice President and Chief Investment Officer
     JoAnn M. Martin*                                Director, Vice President and Chief Financial Officer
     Michael G. Fraizer**                            Director
     Robert C. Barth                                 Controller
     William W. Lester*                              Treasurer
     Thomas N. Simpson*                              Senior Vice President and National Sales Manager
     Donald R. Stading*                              Secretary and General Counsel

* 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.
</TABLE>

Item 26.

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

Organizations under common control with Ameritas Variable Life Insurance Company
include:

<TABLE>
<CAPTION>

NAME OF CORPORATION (WHERE ORGANIZED)*                      PRINCIPAL BUSINESS
<S>                                                             <C>
Ameritas Acacia Mutual Holding Company (NE)                 mutual insurance holding company
Ameritas Holding Company (NE)                               mutual insurance holding company
Ameritas Life Insurance Corp. (NE)                          life/health insurance company
    AMAL Corporation (NE)                                   a joint venture holding company
                                                            between Ameritas Life Insurance
                                                            Corp. (66%) and AmerUs

          Ameritas Investment Corp. (NE)                    Life Insurance Company (34%)
                                                            securities broker dealer & investment
                                                            advisor
          Ameritas Variable Life Insurance Company (NE)     life insurance company
     Ameritas Managed Dental Plan, Inc. (CA)                managed care dental insurance company
     Pathmark Assuarnce Company (NE)                        third-party administrator & reinsurer of
                                                            dental insurance plans
     Veritas Corp. (NE)                                     insurance marketing adviser
     Ameritas Investment Advisors, Inc. (NE)                investment adviser
Acacia Life Insurance Company (D.C.)                        life/health insurance company
     Acacia National Life Insurance Company (VA)            variable life/annuity insurance company
     Acacia Financial Corp. (VA)                            holding company
          Acacia Federal Savings Bank (n/a)                 federally chartered bank
          Calvert Group. Ltd. (DE)                          offering socially responsible investments
               its 1940 Act Investment Companies (DE)       offering socially responsible mutual funds
          The Advisors Group, Inc. (DE)                     securities broker-dealer & investment advisor

* Principal operating companies only. Subsidiaries of subsidiaries are indicated
by  indentations.  Ownership is 100% by the immediate  parent  company except as
noted.

</TABLE>

<PAGE>

Item 27.        Number of Contractowners

                As of December 31, 1999 there were 0 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 amount paid in settlement  actually and reasonably  incurred
by him or her in connection  with an action,  suit or  proceeding,  if he or she
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not opposed to the best  interest of the  corporation,  and with  respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was unlawful.

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



<PAGE>


Item 29.        Principal Underwriters

1)   In addition to Registrant,  Ameritas  Investment  Corp.  also serves as the
     principal   underwriter  for  variable  annuity  contracts  issued  through
     Ameritas Life  Insurance  Corp.  Separate  Account LLVA and First  Ameritas
     Variable  Annuity  Separate  Account,   and  for  variable  life  insurance
     contracts issued through Ameritas  Variable Life Insurance Company Separate
     Account V, Ameritas Life Insurance Corp.  Separate  Account LLVL, and First
     Ameritas  Variable Life Separate  Account.  AIC is the  underwriter for the
     Ameritas Portfolios and also serves as its investment advisor.

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

     Name and Principal        Positions and Offices
     BUSINESS ADDRESS          AND UNDERWRITER
     ----------------          ---------------
     Lawrence J. Arth*         Director and Chairman of the Board
     William R. Giovanni*      Director, President and Chief Executive Officer
     Kenneth C. Louis*         Director, Senior Vice President
     Gary R. McPhail**         Director, Senior Vice President
     Michael G. Fraizer**      Director
     Thomas C. Godlasky**      Director
     Billie B. Beavers***      Senior Vice President
     James R. Fox***           Senior Vice President
     Michael P. Heaton***      Senior Vice President
     William W. Lester*        Treasurer
     Donald R. Stading*        Secretary and General Counsel
     Michael M. VanHorne***    Senior Vice President

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



<PAGE>


    c)   Net Underwriting Compensation
<TABLE>
<CAPTION>

          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")        $22,532,640           $0                  $46,487             $357,692

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

</TABLE>

Item 30.  Location of Separate Account and Records

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

Item 31.  Management Services

     Not Applicable.

Item 32.  Undertakings

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

2)        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.

3)        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.

4)        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.

5)        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.


<PAGE>


                                                     SIGNATURES


Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Ameritas  Variable Life Insurance Company Separate Account VA-2, 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 15th day of December, 2000.


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

                             AMERITAS VARIABLE LIFE INSURANCE COMPANY, Depositor



Attest:   /S/DONALD R. STADING                  By:   /S/ LAWRENCE J. ARTH
        ----------------------                      -----------------------
            Secretary                                Chairman of the Board


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



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


 /S/ LAWRENCE J. ARTH      Director, Chairman of the Board     December 15, 2000
---------------------
    Lawrence J. Arth         and Chief Executive Officer


 /S/WILLIAM J. ATHERTON       Director, President and          December 15, 2000
-----------------------
   William J. Atherton        Chief Operating Officer


 /S/KENNETH C. LOUIS       Director, Executive Vice President  December 15, 2000
--------------------
   Kenneth C. Louis


 /S/GARY R. MCPHAIL        Director, Executive Vice President  December 15, 2000
-------------------
    Gary R. McPhail


 /S/THOMAS C. GODLASKY     Director, Senior Vice President     December 15, 2000
----------------------
    Thomas C. Godlasky       and Chief Investment Officer


 /S/JOANN M. MARTIN        Director, Vice President and        December 15, 2000
-------------------
    JoAnn M. Martin          Chief Financial Officer




<PAGE>


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


/S/MICHAEL G. FRAIZER          Director                        December 15, 2000
---------------------
  Michael G. Fraizer


/S/ROBERT C. BARTH             Controller                      December 15, 2000
------------------
  Robert C. Barth


/S/WILLIAM W. LESTER          Treasurer                        December 15, 2000
--------------------
  William W. Lester


/S/DONALD R. STADING       Secretary and General Counsel       December 15, 2000
--------------------
  Donald R. Stading







<PAGE>



                                  EXHIBIT INDEX

EXHIBIT

    5        Form of Application for Variable Annuity Contract

    9        Legal Opinion and Consent

    10 (a)   Independent Auditors' Consent



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