LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT G
485BPOS, 1996-05-01
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<PAGE>     1

   
    As filed with the Securities and Exchange Commission on May 1, 1996
    
                                                       Registration No. 33-76432
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                              -----------------
   
                      POST-EFFECTIVE AMENDMENT NO. 2 TO
    
                                   FORM S-6
                                      
              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                   OF SECURITIES OF UNIT INVESTMENT TRUSTS
                          REGISTERED ON FORM N-8B-2

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

          LINCOLN NATIONAL FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT K
                            (Exact name of Trust)


                 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
                             (Name of depositor)

                          1300 South Clinton Street
                                P.O. Box 1110
                            Fort Wayne, IN  46801
        (Complete address of depositor's principal executive offices)


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

          Name and complete address
          of agent for service:            Copy to:
          Carl L. Baker, Esquire           Roy V. Washington, Esquire
          Vice President &                 Associate Counsel
          Deputy General Counsel           The Lincoln National
          The Lincoln National             Life Insurance Company
          Life Insurance Company           1300 South Clinton Street
          1300 South Clinton Street        P.O. Box 1110
          P.O. Box 1110                    Fort Wayne, Indiana  46801
          Fort Wayne, IN  46801


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


     Flexible Premium Variable Life Insurance Policies--Registration of
indefinite amount of securities pursuant to Rule 24f-2 under the Investment
Company Act of 1940.  The 24f-2 Notice for the trusts most recent fiscal year,
1995, was filed with the Securities and Exchange Commission on February 27,
1996.

     This filing is made pursuant to Rule 6c-3 and Rule 6c-3(T), as amended
under the Investment Company Act of 1940.

     It is proposed this post-effective amendment become effective pursuant to
Rule 485(b) on April 30, 1996.

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


<PAGE>


                     RECONCILIATION AND TIE BETWEEN ITEMS
                      IN FORM N-8B-2 AND THE PROSPECTUS


<TABLE>
<CAPTION>
N-8B-2 ITEM  CAPTION IN PROSPECTUS
- -----------  --------------------- 
<S>          <C>
             
 1           Cover Page
 2           Cover Page
 3           Not applicable
 4           Distribution of the Policy
 5           Lincoln Life, The General Account and The Separate Account
 6           The Account
 7           Not applicable
 8           Not applicable
 9           Legal Proceedings
10           Summary; The Policy; The Separate Account; The American Variable
             Insurance Series; Charges and Deductions; Policy Benefits; Voting
             Rights; General Provisions
11           Summary; The American Variable Insurance Series
12           Summary; The American Variable Insurance Series
13           Summary; Charges and Deductions; The American Variable Insurance
             Series
14           Summary; Requirements for Issuance of Policy
15           Premium Payment and Allocation of Premiums
16           Premium Payment and Allocation of Premiums; The American Variable
             Insurance Series
17           Summary; Charges and Deductions; Policy Benefits; The American 
             Variable Insurance Series
18           Premium Payment and Allocation of Premiums; The American Variable
             Insurance Series
19           General Provisions; Voting Rights
20           Not Applicable
21           Policy Benefits; General Provisions
22           Not applicable
23           Safekeeping of the Account Assets
24           General Provisions
25           The American Variable Insurance Series
26           Not Applicable
27           The American Variable Insurance Series
   
28           Executive Officers and Directors of Lincoln National Life 
             Insurance Co.
    
29           Lincoln Life, The General Account, and The Separate Account
30           Not applicable
31           Not applicable
32           Not applicable
33           Not applicable
34           Not applicable
35           The Policy
              


</TABLE>

<PAGE>
<TABLE>
<CAPTION>
N-8B-2 ITEM CAPTION IN PROSPECTUS
- ----------- --------------------- 
<S>         <C>

 36         Not applicable
 37         Not applicable
 38         Summary; Distribution of the Policy
 39         Summary; Distribution of the Policy
 40         Not applicable
 41         Distribution of the Policy
 42         Not applicable
 43         Not applicable
 44         Charges and Deductions
 45         Not applicable
 46         Policy Benefits
 47         The American Variable Insurance Series
 48         Not applicable
 49         Not applicable
 50         Not applicable
 51         Cover Page; Summary; Charges and Deductions; Policy Benefits; The 
            Policy
 52         The American Variable Insurance Series
 53         Federal Tax Matters
 54         Not applicable
 55         Not applicable
 56         Not applicable
 57         Not applicable
 58         Not applicable
 59         Not applicable
            
            

</TABLE>

<PAGE>
MULTI FUND(R) VARIABLE LIFE
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE 
ACCOUNT K INDIVIDUAL FLEXIBLE PREMIUM 
VARIABLE LIFE INSURANCE POLICY

issued by: 
Lincoln National Life Insurance Co.
1300 South Clinton Street
P.O. Box 1110
Fort Wayne, Ind. 46801
(800) 348-0851

The flexible premium variable life insurance policy (policy) offered by Lincoln
National Life Insurance Co. (Lincoln Life) and described in this prospectus is
designed to provide life insurance protection. A policy may be issued only to
persons age 80 or younger and only for an initial specified amount of $50,000
or more. Subject to the payment of a minimum premium for the first policy year,
an owner may, subject to certain restrictions, vary the frequency and amount of
premium payments. The level of life insurance benefits payable under the policy
may also be increased or decreased subject to certain restrictions.

An owner may choose to allocate amounts either to the General Account of
Lincoln Life (General Account) or to the Lincoln Life Flexible Premium Variable
Life Account K (Separate Account). Amounts allocated to the Separate Account
may be invested in any of the following funds or series:

- -  Lincoln National Aggressive Growth Fund, Inc.
- -  Lincoln National Bond Fund, Inc.
- -  Lincoln National Capital Appreciation Fund, Inc.
- -  Lincoln National Equity-Income Fund, Inc.
- -  Lincoln National Global Asset Allocation Fund, Inc.
- -  Lincoln National Growth and Income Fund, Inc.
- -  Lincoln National International Fund, Inc.
- -  Lincoln National Managed Fund, Inc.
- -  Lincoln National Money Market Fund, Inc.
- -  Lincoln National Social Awareness Fund, Inc.
- -  Lincoln National Special Opportunities Fund, Inc.
- -  Delaware Group Premium Fund, Inc.
   - Delaware Equity/Income Series
   - Delaware Emerging Growth Series
   - Delaware Global Bond Series

The amount of the death benefit may, and the policy value will, reflect the
investment experience of the chosen subaccounts of the Separate Account and
interest credited to the policy by the General Account, as well as the
frequency and amount of premiums, and the charges assessed in connection with
the policy. As long as the policy remains in force, the death benefit will not
be less than the current specified amount of the policy. The policy will remain
in force so long as net cash surrender value is sufficient to pay the monthly
deductions imposed in connection with the policy. The owner bears the entire
investment risk for all amounts allocated to the Separate Account; no minimum
policy value or net cash surrender value is guaranteed.

The purchase and ownership of the policy involves various charges which are
explained under the heading "Charges and deductions" on page 9.

It may not be advantageous to purchase a policy as: 

(1) a replacement for another type of life insurance; or, 

(2) to obtain additional insurance protection if the purchaser already owns 
another flexible premium variable life insurance policy.

This prospectus is valid only if accompanied or preceded by a current
prospectus for the Lincoln funds. and the Delaware Group Premium Fund, Inc.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, OR BY ANY STATE REGULATORY AGENCY, NOR HAS THE COMMISSION,
OR ANY STATE REGULATORY AGENCY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Please read this prospectus carefully and retain it for future reference.

The date of this prospectus is May 1, 1996.


<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
                                                Page            
<S>                                              <C>
- ----------------------------------------------------
SUMMARY OF THE POLICY                             3
- ----------------------------------------------------
LINCOLN LIFE, THE GENERAL ACCOUNT, 
AND THE SEPARATE ACCOUNT
Lincoln Life                                       6
The General Account                                6
The Separate Account                               6
The investment advisors                            6
Addition, deletion or substitution of investments  7
- ----------------------------------------------------
THE POLICY
Requirements for issuance of a policy              7
Premium payment and allocation of premiums         7
Dollar cost averaging program                      8
Effective date                                     9
Right to examine policy                            9
Policy termination                                 9
- ----------------------------------------------------
CHARGES AND DEDUCTIONS
Percent of premium charge                          9
Contingent Deferred Sales Charge                   9
Contingent Deferred Administrative Charge         10
Surrender charge                                  10
Monthly deductions                                10
Cost of insurance charges                         10
Monthly charge                                    11
Asset management charge                           11
Mortality and expense risk charge                 11
Other charges                                     12
Reduction of charges                              12
Exchange of Lincoln Life Universal Life Policies  12
Term conversion credits                           12
- ----------------------------------------------------
POLICY BENEFITS                                   
Death benefit and death benefit types             12
Death benefit guarantee                           14
Policy changes                                    14
Policy value                                      14
Transfer between subaccounts                      15
Transfer to and from the General Account          15
Loans                                             15
Withdrawals                                       16
Policy lapse and reinstatement                    16
Surrender of the policy                           17
Proceeds and payment options                      17
- ----------------------------------------------------
GENERAL PROVISIONS                                  
The contract                                      17 
Suicide                                           17 
Representations and contestability                18 
Incorrect age or sex                              18 
Change of owner or beneficiary                    18 
Assignment                                        18 
Reports and records                               18 
Projection of benefits and values                 18 
Postponement of payments                          18 
Riders                                            18 
- ----------------------------------------------------
DISTRIBUTION OF THE POLICY                        20 
- ----------------------------------------------------
FEDERAL TAX MATTERS                                 
Tax status of the policy                          20 
Tax treatment of policy benefits                  21 
Taxation of the Separate Account                  22 
- ----------------------------------------------------
VOTING RIGHTS                                     22 
- ----------------------------------------------------
STATE REGULATION OF LINCOLN LIFE
AND THE SEPARATE ACCOUNT                          23
- ----------------------------------------------------
SAFEKEEPING OF THE ACCOUNT'S ASSETS               23
- ----------------------------------------------------
LEGAL PROCEEDINGS                                 23
- ----------------------------------------------------
EXPERTS                                           23
- ----------------------------------------------------
ADDITIONAL INFORMATION                            23
- ----------------------------------------------------
APPENDIX A: Table of base minimum premiums        24
- ----------------------------------------------------
APPENDIX B: Table of surrender charges            26
- ----------------------------------------------------
APPENDIX C: Executive Officers & Directors 
            of Lincoln National Life 
            Insurance Co.                         28
- ----------------------------------------------------
APPENDIX D: Illustrations of policy values        33
- ----------------------------------------------------
APPENDIX E: Definitions                           42
- ----------------------------------------------------
FINANCIAL STATEMENTS                              44
</TABLE>

                                      2

<PAGE>
SUMMARY OF THE POLICY

The following summary is intended to give you a brief explanation of the most
important features of your policy. The summary is not comprehensive and is
entirely qualified by more specific information contained elsewhere in this
prospectus. For the definition of terms used in this prospectus, see Appendix
E. Throughout this prospectus, in order to make the following documents more
understandable, we have italicized the special terms.

WHAT TYPE OF POLICY AM I PURCHASING?
Your policy is a flexible premium variable life insurance policy whose primary
purpose is to provide life insurance protection on the insured. As long as your
policy remains in force, the policy will provide for: (1) the payment of a
death benefit to a beneficiary upon the insured's death; (2) policy loan
privileges, withdrawal rights, and surrender privileges; and (3) the payment of
the net cash surrender value to the owner, if living, on the maturity date.

HOW DOES THE LIFE INSURANCE PROTECTION WORK?
The policy provides for the payment of benefits upon the death of the insured.
The policy contains two types of death benefit coverage. If you choose Type 1,
the death benefit is the greater of the specified amount of the policy or a
specified percentage of policy value. If you choose Type 2, the death benefit
is the greater of the specified amount of the policy plus the policy value or a
specified percentage of policy value. So long as your policy remains in force,
the minimum death benefit payable under either option will be the current
specified amount, reduced by any outstanding loan and any due and unpaid
charges, and increased by any unearned loan interest. (See Death benefit and
death benefit types, p. 14.)

You also have significant flexibility to adjust the death benefit prior to the
maturity date by increasing or decreasing the specified amount of the policy.
Any increase in the specified amount will require additional evidence of
insurability satisfactory to us and will result in additional charges. Any
voluntary decrease during the first 16 years of the policy or during the 16
years following an increase in the specified amount will result in partial
surrender charges.

HOW ARE THE PREMIUMS FLEXIBLE?
You have considerable flexibility concerning the amount and frequency of
premium payments. During the first three policy years, your policy will lapse
unless either the total of all premiums paid (minus any partial withdrawals and
minus any outstanding loans) is at all times at least equal to the death
benefit guarantee monthly premium times the number of months since the initial
policy date (including the current month) or the net cash surrender value of
the policy is greater than zero. In order to place your policy in force, you
must pay at least the first two death benefit guarantee monthly premiums. In
addition, you will be asked to determine a planned periodic premium schedule,
although you will not be required to adhere to that premium schedule. Instead,
after the first policy year, you may, subject to certain restrictions, make
premium payments in any amount and at any frequency. (See Premium payments and
allocation of premiums, p. 7.)

WHAT MAKES MY POLICY VARIABLE?
Your policy is described as variable because the death benefit and the policy
value can vary with the investment performance of amounts you have allocated to
the subaccounts you have selected. While you bear the entire investment risk on
such amounts, you also enjoy the opportunity to obtain market rates of return
on those amounts.

WHAT INVESTMENT CHOICES DO I HAVE?
You have the option to allocate amounts to our General Account and to one or
more subaccounts of the Separate Account. Amounts allocated to the General
Account earn a current declared interest rate, subject to the minimum
guaranteed rate shown on the policy schedule. The subaccounts of the Separate
Account each invest in one of the available funds or series listed below.

FUNDS
All of the funds with the exception of the Special Opportunities Fund are
diversified, open-end management investment companies. The Special
Opportunities Fund is open-end, but is non-diversified.

Aggressive Growth Fund (1994) - The investment objective is maximum capital
appreciation. The fund invests in stocks of smaller, lesser-known companies
which have a chance to grow significantly in a short time.

Bond Fund (1981) - The investment objective is maximum current income
consistent with prudent investment strategy. The fund invests primarily in
medium- and long-term corporate and government bonds.

Capital Appreciation Fund (1994) - The investment objective is long-term growth
of capital consistent with preservation of capital. The fund primarily buys
stocks in a large number of companies of all sizes if the companies are
competing well and if their products or services are in high demand. It may
also buy some money market securities and bonds, including junk (high-risk)
bonds.

Equity-Income Fund (1994) - The investment objective is to achieve reasonable
income by investing primarily in income-producing equity securities. The fund
invests mostly in high-income stocks and some high-yielding bonds (including
junk bonds).

Global Asset Allocation Fund (former name Putnam Master Fund) (1987) - The
investment objective is long-term total return consistent with preservation of
capital. The fund allocates its assets among several categories of equity and
fixed-income securities, both of U.S. and foreign issuers.

Growth and Income Fund (former name Growth Fund) (1981) - The investment
objective is long-term capital appreciation. The fund buys stocks of
established companies.
                                                                             3

<PAGE>
International Fund (1991) - The investment objective is maximum long-term
capital appreciation. The fund trades in securities issued outside the United
States -- mostly stocks, with an occasional bond or money market security.

Managed Fund (1983) - The investment objective is maximum long-term total
return (capital gains plus income) consistent with prudent investment strategy.
The fund invests in a mix of stocks, bonds and money market securities, as
determined by an investment committee.

Money Market Fund (1981) - The investment objective is maximum current income
consistent with the preservation of capital. The fund invests in short term
obligations issued by U.S. corporations; the U.S. Government; and
federally-chartered banks and U.S. branches of foreign banks.

Social Awareness Fund (1988) - The investment objective is long-term capital
appreciation. The fund buys stocks of established companies which adhere to
certain specific social criteria.

Special Opportunities Fund (1981) - The investment objective is maximum capital
appreciation. The fund primarily invests in mid-size companies whose stocks
have significant growth potential. Current income is a secondary consideration.

Series

Three series are being offered by Delaware Group Premium Fund, Inc. [PLEASE
NOTE: AS OF THE DATE OF THIS PROSPECTUS, THE SERIES WERE NOT YET AVAILABLE IN
ALL STATES. PLEASE CONSULT YOUR INVESTMENT DEALER FOR CURRENT INFORMATION ABOUT
THE SERIES AVAILABILITY.]

Equity/Income - Seeks the highest possible total rate of return by selecting
issues that exhibit the potential for capital appreciation while providing
higher than average dividend income. It invests generally, but not exclusively,
in common stocks and income-producing securities convertible into common
stocks, consistent with the series' objective.

Emerging Growth - Seeks long-term capital appreciation by investing primarily
in small-cap common stocks and convertible securities of emerging and other
growth-oriented companies. These securities will have been judged to be
responsive to changes in the market place and to have fundamental
characteristics to support growth. Income is not an objective.

Global Bond - Seeks current income consistent with preservation of principal by
investing primarily in fixed income securities that may also provide the
potential for capital appreciation. This series is a global fund, as such, at
least 65% of the series' assets will be invested in fixed income securities of
issuers organized or having a majority of their assets in or deriving a
majority of their operating income in at least three different countries, one
of which may be the United States.

HOW ARE PREMIUMS PROCESSED?
You determine in the application what portions of net premiums are to be
allocated to the General Account or the various subaccounts of the Separate
Account. Prior to the record date, net premiums are automatically allocated to
the General Account. After the record date, the policy value and all subsequent
net premiums will automatically be invested in the General Account and the
subaccounts of the Separate Account in accord with your instructions in the
application. You may change future allocations of net premiums at any time
without charge by notifying us in writing. Subject to certain restrictions, 
you may transfer amounts among the General Account and the subaccounts of the 
Separate Account.

WHEN DOES MY POLICY TERMINATE?
Your policy may terminate due to any one of the following: voluntary return or
surrender of the policy, lapse due to failure to pay required premiums or due
to insufficient net cash surrender value, payment of the death benefit, or
maturity. During the free look period, you may return the policy for a refund
of all premiums paid. Anytime after the free look period and before the second
policy anniversary, you may surrender the policy and receive its net cash
surrender value plus any excess sales load. (See Charges and deductions, p. 9.)
After the second policy anniversary, you may surrender the policy and receive
its net cash surrender value.

DO I HAVE ACCESS TO THE POLICY VALUES?
You may access the net cash surrender value through loans or withdrawals. You
may borrow the net cash surrender value at any time. In addition, subject to
some restrictions and charges, you may withdraw portions of the net cash
surrender value after the first policy year. Loans and withdrawals decrease
both the death benefit and future policy values and may have federal income tax
consequences.

WHAT CHARGES AND DEDUCTIONS ARE MADE FROM MY POLICY?
Sales charges will be deducted from your policy in two forms (a percent of
premium charge and a Contingent Deferred Sales Charge) as compensation for
distribution expenses we incur in the sales process. These distribution
expenses include sales commissions, the cost of printing the prospectus and
sales literature, and any advertising costs. To the extent that such
distribution expenses are not recovered through explicit sales charges, we will
recover them from our other assets or surplus, including income from mortality
and expense risk charges and cost of insurance charges.

Percent of premium charge. A percent of premium charge is currently deducted
from each premium you pay. The total charge currently consists of the sum of
the following:

a. 1.95% for charges deemed to be sales loads as defined by the Investment
   Company Act of 1940. This item is guaranteed not to exceed 1.95%.

4

<PAGE>

b. 2.00% for premium taxes and other taxes not deemed to be sales loads as
   defined by the Investment Company Act of 1940. Any increase in this item
   must first be approved by the Securities and Exchange Commission and, in any
   event, this item is guaranteed not to exceed 4.00%.

CONTINGENT DEFERRED SALES CHARGE (CDSC). During the first 16 policy years, the
policy value is subject to a Contingent Deferred Sales Charge which is deducted
if the policy is surrendered or if the specified amount is voluntarily reduced.
During the first two policy years, the CDSC is no greater than 44% of the
required base minimum premium for the policy. Upon actual surrender or
voluntary reduction of specified amount in the first two years of the policy,
the actual CDSC is subject to maximum allowable federal sales load limitations.
(See Charges and deductions, p. 9.) During the third and subsequent policy
years, the CDSC will equal the CDSC during the first policy year times the
percent indicated in the table below.

CONTINGENT DEFERRED ADMINISTRATIVE CHARGE (CDAC). During the first 16 policy
years, the policy value is subject to a Contingent Deferred Administrative
Charge which is deducted if the policy is surrendered or if the specified
amount is voluntarily reduced. The CDAC is no greater than 88% of the required
base minimum premium for the policy. During the second and subsequent policy
years, the CDAC will equal the first year CDAC times the percent indicated in
the following table.

An additional CDAC will be imposed under the policy in the event of each
requested increase in specified amount and applies during the 16 years
following such increase. If a requested increase in specified amount occurs,
additional premium will be required if the current net cash surrender value is
not sufficient to cover the CDAC associated with the increase.

<TABLE>
<CAPTION>
During policy year      Percent of CDSC and CDAC
(or after an increase)  to be deducted
<S>                     <C>
- -------------------------------------------------
 2                      100%
 3                      100%
 4                      100%
 5                      100%
 6                       95%
 7                       90%
 8                       85%
 9                       80%
10                       70%
11                       60%
12                       50%
13                       40%
14                       30%
15                       20%
16                       10%
</TABLE>



SURRENDER CHARGE. The total of all Contingent Deferred Sales Charges and all
Contingent Deferred Administrative Charges is collectively referred to as the
surrender charge.

OTHER CHARGES AND DEDUCTIONS. The policy value will be reduced by certain
monthly deductions equal to the sum of a monthly cost of insurance charge
(including the cost of any optional insurance benefits) and a monthly charge
equal to $7.50 per month. Currently, no charge is made for transfers of amounts
among the General Account and the subaccounts, although a maximum of $10 per
transfer may be charged. A withdrawal charge consisting of a processing fee and
a possible early withdrawal penalty is deducted from each withdrawal. The early
withdrawal penalty portion is applicable only at times when the surrender
charge is greater than zero. As a current practice, the withdrawal charge is
equal to 3% of the withdrawn amount during the first 10 policy years, and is
equal to $10 at all other times. This charge is guaranteed not to exceed the
greater of $25 or 5% of the withdrawn amount at times when the surrender charge
is greater than zero and is guaranteed not to exceed $25 at all other times.

A daily charge equivalent to an annual rate of .68% of the average daily net
assets of the Separate Account is currently imposed for Lincoln Life's
assumption of certain mortality and expense risks, although this charge is
reduced to .0017534% (which is equivalent to an annual rate of .64%) until at
least May 1, 1997 in order to offset some of the miscellaneous expenses
incurred by the underlying funds. This charge is guaranteed not to exceed .90%.

No charges are currently made from the Separate Account for federal or state
income taxes. Should Lincoln Life determine that such taxes may be imposed, the
company reserves the right to make deductions from the policy to pay those
taxes.

In addition, because the Separate Account purchases shares of the funds or
series involved, the value of the net assets of these subaccounts of the
Separate Account will reflect the fees of the investment advisor and other
miscellaneous expenses incurred by those funds or series.

HOW ARE MY POLICY BENEFITS TAXED?
The taxation of life insurance death benefits and distributions is complex and
is discussed in detail under "Federal tax matters" on pages 20-22. You should
note in particular that the taxation of loans, withdrawals and surrenders of a
life insurance policy that becomes a Modified Endowment Contract is generally
less favorable than distributions from a life insurance policy that is not a
Modified Endowment Contract. Your policy will be a Modified Endowment Contract
if the premiums you pay exceed certain limits referred to as the 7-pay
Limitation.
                                                                             5

<PAGE>
LINCOLN LIFE, 
THE GENERAL ACCOUNT AND 
THE SEPARATE ACCOUNT

LINCOLN LIFE
Lincoln National Life Insurance Co. is a stock life insurance company
incorporated under the laws of Indiana on June 12, 1905. Lincoln Life is
principally engaged in offering individual life insurance policies and annuity
policies, and ranks among the largest United States stock life insurance
companies in terms of assets and life insurance in force. Lincoln Life is also
one of the leading life reinsurers in the United States. Lincoln Life is
licensed in all states (except New York) and the District of Columbia, Guam,
and the Virgin Islands.

Lincoln Life is wholly owned by Lincoln National Corp., a publicly held
insurance holding company incorporated under Indiana law on January 5, 1968.
The principal office of Lincoln Life is located at 1300 South Clinton Street,
Fort Wayne, Ind. 46802. The principal office of Lincoln National Corp. is
located at 200 East Berry Street, Fort Wayne, Ind. 46802. Through subsidiaries,
Lincoln National Corp. engages primarily in the issuance of health-life
insurance and annuities, property-casualty insurance, and other financial
services.

THE GENERAL ACCOUNT
The General Account refers to the General Account of Lincoln Life. The General
Account consists of all assets owned by Lincoln Life other than those allocated
to any of its separate accounts, including the Separate Account. The General
Account supports Lincoln Life's insurance and annuity obligations. Because of
applicable exemptive and exclusionary provisions, interests in the General
Account have not been registered under the Securities Act of 1933, and the
General Account has not been registered as an investment company under the
Investment Company Act of 1940.

THE SEPARATE ACCOUNT
Lincoln Life Flexible Premium Variable Life Account K (Separate Account) was
established by Lincoln Life as a Separate Account on March 9, 1994. Although
the assets of the Separate Account are the property of Lincoln Life, the laws
of Indiana under which the Separate Account was established provide that the
assets in the Separate Account attributable to the policies are not chargeable
with liabilities arising out of any other business which Lincoln Life may
conduct. The assets of the the Separate Account shall, however, be available to
cover the liabilities of the General Account of Lincoln Life to the extent that
the Separate Account's assets exceed its liabilities arising under the policies
supported by it. The assets of the Separate Account will be valued once daily
at the close of trading (currently 4:00 p.m. New York time) on each day the New
York Stock Exchange is open. The New York Stock Exchange is currently closed on
the following holidays: New Year's Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

The Separate Account has been registered as an investment company under the
Investment Company Act of 1940 and meets the definition of Separate Account
under federal securities laws. Registration with the Securities and Exchange
Commission does not involve supervision of the management or investment
practices or policies of the Separate Account or Lincoln Life by the
Commission.

The Separate Account is divided into subaccounts. Each subaccount invests
exclusively in shares of one of the following funds or series:

Lincoln National Aggressive Growth Fund, Inc.
Lincoln National Bond Fund, Inc.
Lincoln National Capital Appreciation Fund, Inc.
Lincoln National Equity-Income Fund, Inc.
Lincoln National Global Asset Allocation Fund, Inc.
Lincoln National Growth and Income Fund, Inc.
Lincoln National International Fund, Inc.
Lincoln National Managed Fund, Inc.
Lincoln National Money Market Fund, Inc.
Lincoln National Social Awareness Fund, Inc.
Lincoln National Special Opportunities Fund, Inc.
Delaware Equity/Income Series
Delaware Emerging Growth Series
Delaware Global Bond Series

Income and both realized and unrealized gains or losses from the assets of the
Separate Account are credited to or charged against the Separate Account
without regard to the income, gains or losses arising out of any other business
Lincoln Life may conduct. The funds or series are also invested in by variable
annuity contract holders. For an explanation of the risk involved with mixed
and/or shared funding, see the prospectus of the underlying funds or series.

There is no assurance that any fund or series will achieve its stated
objective. For a complete description of the funds or series, please refer to
the prospectuses for the funds or series which must accompany or precede this
prospectus and which should be read carefully.

THE INVESTMENT ADVISORS
Lincoln Investment Management Inc. (Lincoln Investment) is the investment
advisor for the funds. Lincoln Investment is a wholly owned subsidiary of
Lincoln National Corp.

Delaware Management is the investment advisor for the Delaware Equity/Income
Series and the Delaware Emerging Growth Series. Delaware International, an
affiliate of Delaware Management, is the investment advisor for the Delaware
Global Bond Series. Delaware Management is a wholly-owned, indirect subsidiary
of Delaware Management Holdings, Inc. On April 3, 1995, Delaware Management
Holdings, Inc. merged with Lincoln National Corp., the holding company for
Lincoln 

6

<PAGE>

National Life Insurance Co. (Lincoln Life). As a result of the merger,
Delaware Management Holdings and Delaware Management became indirect,
wholly-owned subsidiaries of and are thus subject to the ultimate control of
Lincoln National Corp. Additional information about Delaware Management may be
   
found in the Delaware Group Premium Fund, Inc. prospectus.
    
ADDITION, DELETION, OR 
SUBSTITUTION OF INVESTMENTS
Lincoln Life cannot guarantee that any particular funds will be available for
investment by the subaccounts. Lincoln Life reserves the right, subject to
compliance with applicable law, to make additions to, deletions from, or
substitutions for the shares that are held by the Separate Account or that the
Separate Account may purchase. Lincoln Life reserves the right to eliminate the
shares of any fund or series and to substitute shares of another open-end,
registered investment company, if the shares are no longer available for
investment, or if in the judgment of Lincoln Life further investment in any
fund or series should become inappropriate in view of the purposes of the
Separate Account. Lincoln Life will not substitute any shares attributable to
an owner's interest in a subaccount of the Separate Account without notice and
prior approval of the Securities and Exchange Commission, to the extent
required by the Investment Company Act of 1940 or other applicable law. Nothing
contained herein shall prevent the Separate Account from purchasing other
securities for other series or classes of policies, or from permitting a
conversion between series or classes of policies on the basis of requests made
by policyowners.

Lincoln Life also reserves the right to establish additional subaccounts of the
Separate Account, each of which would invest in a new fund or series of a fund,
or in shares of another investment company, with a specified investment
objective. New subaccounts may be established when, at the sole discretion of
Lincoln Life, marketing needs or investment conditions warrant, and any new
subaccounts may be made available to existing policyowners on a basis to be
determined by Lincoln Life. Lincoln Life may also eliminate one or more
subaccounts if, in its sole discretion, marketing, tax, or investment
conditions warrant.

In the event of any such substitution or change, Lincoln Life may by
appropriate endorsement make such changes in the policy as may be necessary or
appropriate to reflect such substitution or change. If deemed by Lincoln Life
to be in the best interests of persons having voting rights under the Policies,
the Separate Account may be operated as a management company under the
Investment Company Act of 1940, it may be deregistered under that Act in the
event such registration is no longer required, or it may be combined with other
Lincoln Life separate accounts.


THE POLICY

REQUIREMENTS FOR ISSUANCE OF A POLICY
Individuals wishing to purchase a policy must send a completed application to
Lincoln Life, 1300 South Clinton Street, Fort Wayne, Ind. 46802. The minimum
specified amount of a policy is $50,000. A policy will generally be issued only
to insureds 80 years of age or under who supply satisfactory evidence of
insurability sufficient to Lincoln Life. Acceptance is subject to Lincoln
Life's underwriting rules and, except in California, Lincoln Life reserves the
right to reject an application for any reason.

Additional insurance on the life of other persons may be applied for by
supplemental application. Approval of the additional insurance will be subject
to evidence of insurability satisfactory to Lincoln Life.

PREMIUM PAYMENT AND 
ALLOCATION OF PREMIUMS
Subject to certain limitations, an owner has considerable flexibility in
determining the frequency and amount of premiums. During the first three policy
years, the policy will lapse unless either the total of all premiums paid
(minus any partial withdrawals and minus any outstanding loans) is at all times
at least equal to the death benefit guarantee monthly premium times the number
of months since the initial policy date (including the current month) or the
net cash surrender value of the policy is greater than zero. Payment of the
death benefit guarantee monthly premium during the first three policy years
will guarantee that the policy will remain in force for the first three policy
years despite negative net cash surrender value (see Death benefit guarantee,
p. 14), but continued payment of such premiums will not guarantee that the
policy will remain in force thereafter. The amount of the death benefit
guarantee monthly premium is based on the base minimum premium per $1,000 of
specified amount (determined by the insured's age, sex, and underwriting class)
and includes additional amounts to cover charges for additional benefits,
monthly charges, and substandard extra charges. A table of base minimum
premiums per $1,000 of specified amount is in Appendix A, pp. 24-25.

The owner may designate in the application one of several ways to pay the death
benefit guarantee monthly premium. The owner may elect to pay the first twelve
months of premiums in full prior to commencement of insurance coverage.
Alternatively, the owner may elect to pay a level planned periodic premium on a
quarterly or semi-annual basis sufficient to meet the premium requirements.
Premiums may also be paid monthly if paid by a pre-authorized check. Premiums,
other than the initial premium, are payable only at the Home Office of Lincoln
Life.

Each owner will also define a planned periodic premium schedule that provides
for payment of a level premium at fixed intervals for a specified period of
time. The owner is not required to pay premiums in accord with this schedule.
Furthermore, the owner has flexibility to alter the amount, 

                                                                              7

<PAGE>

frequency, and the time period over which planned periodic premiums are paid. 
Failure to pay planned periodic premiums will not of itself cause the policy to
lapse, nor will the payment of planned periodic premiums equal to or in excess
of the required death benefit guarantee monthly premiums guarantee that the 
policy will remain in force beyond the first three policy years. Unless the 
policy is being continued under the death benefit guarantee, (see Death benefit
guarantee, p. 14), the policy will lapse any time outstanding loans with
interest exceed policy value less surrender charge or policy value less
outstanding loans and less surrender charge is insufficient to pay certain
monthly deductions, and a grace period expires without a sufficient payment.
(See Policy lapse and reinstatement, p. 16.) Subject to the minimum premiums
required to keep the policy in force and the maximum premium limitations
established under section 7702 of the Internal Revenue Code 1986, as amended
("the Code"), an owner may make unscheduled premium payments at any time in any
amount during the lifetime of the insured until the maturity date. Monies
received that are not designated as premium payments will be assumed to be loan
repayments if there is an outstanding loan on the policy; otherwise, such
monies will be assumed to be an unscheduled premium payment.

PREMIUM LIMITATIONS. In no event can the total of all premiums paid, both
scheduled and unscheduled, exceed the current maximum premium limitations
established for life insurance policies to meet the definition of life
insurance, as set forth under Section 7702 of the Code. Those limitations will
vary by issue age, sex, classification, benefits provided, and even policy
duration. If at any time a premium is paid which would result in total premiums
exceeding the current maximum premium limitation, Lincoln Life will only accept
that portion of the premium which will make total premiums equal that amount.
Any part of the premium in excess of that amount will first be applied to
reduce any outstanding loan on the policy, and any further excess will be
refunded to the owner within 7 days of receipt and no further premiums will be
accepted until allowed by subsequent maximum premium limitations.

The tax status of a policy and the tax treatment of distributions from a policy
are dependent in part on whether or not the policy becomes a Modified Endowment
Contract. A policy will become a Modified Endowment Contract if premiums paid
into the policy cause the policy to fail the 7-pay test set forth under Section
7702A of the Code. Lincoln Life will monitor premiums paid into each policy
after the date of this prospectus to determine when a premium payment will
exceed the 7-pay test and cause the policy to become a Modified Endowment
Contract. If the owner has given Lincoln Life instructions that the policy
should not be allowed to become a Modified Endowment Contract, any premiums in
excess of the 7-pay Limitation will first be applied to reduce any outstanding
loan on the policy, and any further excess will be refunded to the owner within
7 days of receipt. If the owner has not given Lincoln Life instructions to the
contrary, however, the premium will be paid into the policy and a letter of
notification of Modified Endowment Contract status will be sent to the owner. 
The letter of notification will include the available options, if any, for 
remedying the Modified Endowment Contract status of the policy.

NET PREMIUMS. The net premium equals the premium paid less the percent of
premium charge (see Percent of premium charge, p. 9).

ALLOCATION OF NET PREMIUMS. In the application for a policy, the owner can
allocate net premiums or portions thereof to the General Account and the
various subaccounts of the Separate Account. Notwithstanding the allocation in
the application, all net premiums received prior to the record date will
initially be allocated to the General Account. Net premiums received prior to
the record date will be credited to the policy on the later of the policy date
or the date the premium is received. The record date is the date the policy is
recorded on the books of Lincoln Life as an in-force policy, and may coincide
with the policy date. Ordinarily, the policy will be recorded as in-force
within three business days after the later of the date we receive the last
outstanding requirement or the date of underwriting approval. Net premiums will
continue to be allocated to the General Account until the record date. When the
assets of the Separate Account are next valued following the record date, the
value of the policy's assets in the General Account will automatically be
transferred to the General Account and the subaccounts of the Separate Account
in accord with the owner's percentage allocation in the application. No charge
will be imposed for this initial transfer. Net premiums paid after the record
date will be credited to the policy on the date they are received and will be
allocated in accord with the owner's instructions in the application. The
minimum percentage of each premium that may be allocated to the General Account
or to any subaccount of the Separate Account is 10%; percentages must be in
whole numbers. The allocation of future net premiums may be changed without
charge at any time by providing written notification on a form suitable to
Lincoln Life, unless the owner has made previous arrangements with Lincoln Life
to allow the allocation of future net premiums to be changed upon telephone
request.

The value of the amount allocated to subaccounts of the Separate Account will
vary with the investment experience of these subaccounts and the owner bears
the entire investment risk. The value of the amount allocated to the General
Account will earn a current interest rate guaranteed to be at least equal to
the General Account guaranteed interest rate shown on the Policy Schedule.
Owners should periodically review their allocations of premiums and values in
light of market conditions, interest rates, and overall estate planning
requirements.

DOLLAR COST AVERAGING PROGRAM
The owner may wish to make uniform monthly transfers from the General Account
to one or more of the subaccounts over a 12, 24, or 36-month period through the
Dollar Cost Averaging (DCA) program. Under the program, the owner designates
the total amount of policy value to be 

8

<PAGE>

transferred from the General Account to the chosen subaccounts in accord with
the most recent premium allocation. The transfers continue until the end of the
DCA period or until the policy value in the General Account has been exhausted,
whichever occurs sooner. DCA may also be terminated upon written request by the
owner.

The theory of DCA is that transfers of uniform dollar amounts purchase a
greater number of subaccount units when unit values are relatively low than are
purchased when unit values are higher. This has the effect, when purchases are
made at fluctuating prices, of reducing the aggregate average cost per unit to
less than the average of the unit values on the same purchase dates. However,
participation in the DCA program does not assure the owner of a greater return
on purchases under the program, nor will it prevent or necessarily alleviate
losses in a declining market.

There are no charges associated with the DCA program. In order to participate
in (or terminate participation in) the DCA program, the owner must complete a
written request on a form suitable to Lincoln Life.

EFFECTIVE DATE
For all coverage provided in the original application, the effective date will
be the policy date, provided the policy has been delivered and the initial
premium has been paid prior to death and prior to any change in health or any
other factor affecting insurability of the insured as shown in the application.
The policy date is ordinarily the earlier of the date the full initial premium
is received or the date on which the policy is approved for issue by Lincoln
Life.

For any increase, the effective date will be the first monthly anniversary day
on or next following the day the application for the increase is approved.
For any insurance that has been reinstated, the effective date will be the
first monthly anniversary day on or next following the day the application for
reinstatement is approved.

RIGHT TO EXAMINE POLICY
The owner may, until a specified period of time has expired, examine the policy
and return it for refund of all premiums paid. The applicable period of time
will depend on the state in which the policy is issued, but will not expire
sooner than the latest of ten days after receipt of the policy, 45 days after
Part 1 of the application is completed, or ten days after the notice of
withdrawal right is mailed or delivered to the owner. Upon cancellation the
policy will be void from the beginning. An owner wanting a refund should return
the policy to either Lincoln Life at its Home Office or to the registered agent
who sold it.

POLICY TERMINATION
All coverage under the policy will terminate when any one of the following
occurs: 1) the grace period ends without payment of required premium, and the
policy is not being continued under the death benefit guarantee provision, 2)
the policy is surrendered, 3) the insured dies, or 4) the policy matures.


CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the policy to compensate Lincoln
Life for:

1. Providing the insurance benefit set forth in the policy and any optional
   insurance benefits added by rider;
2. Administering the policy;
3. Assuming certain risks in connection with the policy;
4. Incurring expenses in distributing the policy.

The nature and amount of these charges are described more fully below.

PERCENT OF PREMIUM CHARGE. A percent of premium charge is currently deducted
from each premium you pay. The total charge currently consists of the sum of
the following:

a. 1.95% for charges deemed to be sales loads as defined by the Investment
   Company Act of 1940. This item is guaranteed not to exceed 1.95%.

b. 2.00% for premium taxes and other taxes not deemed to be sales loads as
   defined by the Investment Company Act of 1940. Any increase in this item
   must first be approved by the Securities and Exchange Commission and, in any
   event, this item is guaranteed not to exceed 4.00%.

CONTINGENT DEFERRED SALES CHARGE (CDSC). During the first 16 policy years, the
policy value is subject to a Contingent Deferred Sales Charge (CDSC) which is
deducted if the policy is surrendered or upon a voluntary reduction in
specified amount. During the first policy year, the CDSC is approximately equal
to 44% (less at older ages) of the required base minimum premium for the
designated specified amount. The base minimum premium required varies with the
age, sex, and rating class of the insured. To determine the first year CDSC per
$1,000 of specified amount, multiply the surrender charge found in the table of
Surrender Charges (see Appendix B, pp. 26-27) times one-third. (For example,
the surrender charge for a male preferred smoker age 35 is $9.99 per $1000 of
specified amount, or $999 for a policy with $100,000 specified amount.
One-third of the surrender charge, or $333, is the CDSC for the policy.)
Furthermore, upon surrender of the policy or voluntary reduction in specified
amount at any time during the first two policy years, the total sales charges
actually deducted (the sales charge component of the percent of premium charge
plus the CDSC) will never exceed the following maximum: 30% of premiums paid up
to the first 12 death benefit guarantee monthly premiums, plus 10% of premiums
paid up to the next 12 death benefit guarantee monthly premiums, plus the sales
charge component of the percent of premium charge on premiums paid in excess of
those amounts.
                                                                              9

<PAGE>

During the third and subsequent policy years, the CDSC will equal the CDSC
during the first policy year times the percent indicated in the table below.

CONTINGENT DEFERRED ADMINISTRATIVE CHARGE (CDAC). During the first 16 policy
years, the policy value is subject to a Contingent Deferred Administrative
Charge (CDAC) which is deducted if the policy is surrendered or upon a
voluntary reduction in specified amount. During the first policy year, the CDAC
is approximately equal to 88% (less at older ages) of the required base minimum
premium for the designated specified amount. To determine the first year CDAC
per $1,000 of specified amount, multiply the surrender charge found in the
table of surrender charges (see Appendix B, pp. 26-27) times two-thirds. (For
example, the surrender charge for a male preferred smoker age 35 is $9.99 per
$1000 of specified amount, or $999 for a policy with $100,000 specified amount.
Two-thirds of the SC, or $666, is the CDAC for the policy).

During the second and subsequent policy years the CDAC will equal the CDAC
during the first policy year times the percent indicated in the table below.

An additional CDAC will be imposed under the policy in the event of each
requested increase in specified amount. The additional CDAC is an amount per
$1,000 of increased specified amount and will be deducted upon the surrender of
the policy or upon a voluntary reduction of the increased specified amount at
any time during the 16 years following such increase. The amount of the CDAC
will be equal to the CDAC that would apply to a newly issued policy at the age
of the insured at the time of the increase. The percentage of the CDAC
applicable in any year after the increase is shown in the table below, where
policy year is calculated from the date of the increase.

<TABLE>
<CAPTION>
During policy year      Percent of CDSD and CDAC
(or after an increase)  to be deducted
- ------------------------------------------------
<S>                     <C>
 2                      100%
 3                      100%
 4                      100%
 5                      100%
 6                       95%
 7                       90%
 8                       85%
 9                       80%
10                       70%
11                       60%
12                       50%
13                       40%
14                       30%
15                       20%
16                       10%
</TABLE>

When the owner requests an increase in the specified amount, no additional
premium is required provided that the current net cash surrender value is
sufficient to cover the CDAC associated with the increase, as well as the
increase in the cost of insurance charges which result from the increase in
specified amount. However, if the net cash surrender value is insufficient to
cover such costs, additional premium will be required for the increase to be
granted, and the percent of premium charge will be deducted from that
additional premium.

SURRENDER CHARGE. The total of all Contingent Deferred Sales Charges and all
Contingent Deferred Administrative Charges is collectively referred to as the
surrender charge.

MONTHLY DEDUCTIONS. On the policy date and on each monthly anniversary day
following, deductions will be made from the policy value. These deductions are
of two types: A monthly charge and a monthly cost of insurance deduction.
Ordinarily, the monthly deductions are deducted from the policy value in
proportion to the values in the General Account and the subaccounts. The
monthly deductions may be made by some other method if requested by the owner,
and if such method is acceptable to Lincoln Life.

COST OF INSURANCE CHARGES. On the policy date and on each monthly anniversary
day following, cost of insurance charges will be deducted from the policy
value. Ordinarily, the cost of insurance charges are deducted in proportion to
the values in the General Account and the subaccounts. The cost of insurance
charges may be made by some other method if requested by the owner, and if such
method is acceptable to Lincoln Life.

The cost of insurance charges depend upon a number of variables, and the cost
for each policy month can vary from month to month. On each monthly anniversary
day, Lincoln Life will determine the monthly cost of insurance for the
following month as equal to:

a. The death benefit on the monthly anniversary day; divided by

b. 1.0032737 (the monthly interest factor equivalent to an annual interest rate
   of 4%); minus,

c. The policy value on the monthly anniversary day without regard to the cost
   of insurance; divided by

d. 1,000; the result multiplied by

e. The applicable cost of insurance rate per $1,000 as described below.

The cost of insurance rates are based on the sex, attained age, rate class of
the person insured, and specified amount of the policy. In states requiring
unisex rates, in federally qualified pension plan sales, in employer sponsored
situations and in any other situation where unisex rates are required by law,
the cost of insurance rates are not based on sex. The monthly cost of insurance
rates may be changed by Lincoln Life from time to time. A change in the cost of
insurance rates will apply to all persons of the same attained age, sex, rate
class, and specified amount and whose policies have been in effect for the same
length of time. The cost of insurance rates will not exceed those described in
the Table of guaranteed maximum insurance rates shown in the policy. These
rates are based on the l980 Commissioner's Standard Ordinary  Mortality Table,
age last birthday, for attained ages under sixteen; on the  1980 Commissioner's
Standard Ordinary Nonsmoker Mortality Table age last birthday, or the 1980      
Commissioner's Standard Ordinary 


10

<PAGE>

Smoker Mortality Table age last birthday, for attained ages sixteen and over,
depending on the smoking status of the insured. Standard rate classes have
guaranteed rates which do not exceed 100% of the applicable table.

The rate class of an insured will affect the cost of insurance rate. Lincoln
Life currently places insureds into a standard rate class or rate classes
involving a higher mortality risk. In an otherwise identical policy, insureds
in the standard rate class will have a lower cost of insurance than those in
the rate class with the higher mortality risk. The standard rate class is also
divided into four categories: standard smoker, preferred smoker, standard
nonsmoker, and preferred nonsmoker. Insureds who are standard nonsmoker or
preferred nonsmoker will generally incur a lower cost of insurance than those
insureds who are in the smoker rate classes. Likewise, insureds who are
preferred smoker or preferred nonsmoker will generally incur a lower cost of
insurance than similarly situated insureds who are standard smoker or standard
nonsmoker respectively.

The specified amount of the policy will affect the cost of insurance rates
applied to a specific policy. In general, policies with a specified amount of
$200,000 or more will have lower current cost of insurance rates than policies
with smaller specified amounts.

MONTHLY CHARGE. A monthly charge of $7.50 is deducted from the policy value
each month the policy is in force to compensate Lincoln Life for continuing
administration of the policy, premium billings, overhead expenses, and other
miscellaneous expenses. Lincoln Life does not anticipate any profits from this
charge. This charge is guaranteed not to increase during the life of the
policy.

ASSET MANAGEMENT CHARGE. The investment advisor for each of the funds or series
deducts a daily charge as a percent of the net assets in each fund or series as
an asset management charge. The charge has the effect of reducing the
investment results credited to the subaccounts.

The investment advisor for the Lincoln funds is Lincoln Investment Management
Inc. (Lincoln Investment). As compensation for its services, Lincoln Investment
deducts a daily charge as a percent of the net assets in each particular fund
which is equivalent to the following annual rates:

Lincoln National Bond Fund, Inc., Lincoln National Growth and Income Fund,
Inc., Lincoln National Managed Fund, Inc., Lincoln National Money Market Fund,
Inc., Lincoln National Social Awareness Fund, Inc., and Lincoln National
Special Opportunities Fund, Inc.: .48 of 1% on the first $200 million of the
net assets of each fund, .40 of 1% of the next $200 million, and .30 of 1% of
the remaining net assets.

Lincoln National International Fund, Inc.: .90 of 1% of the first $200 million
of the net assets of the fund, .75 of 1% of the next $200 million, and .60 of
1% of the remaining net assets.

Lincoln National Global Asset Allocation Fund, Inc.: .75 of 1% of the first
$200 million of the net assets of the fund, .70 of 1% of the next $200 million,
and .68 of 1% of the remaining net assets.

Lincoln National Aggressive Growth Fund, Inc.: .75 of 1% of the first $200
million of the net assets of the fund, .70 of 1% of the next $200 million,      
and .65 of 1% of the remaining net assets.

Lincoln National Equity-Income Fund, Inc.: .95 of 1% of the net assets of the
fund.

Lincoln National Capital Appreciation Fund, Inc.: .80 of 1% of the net assets
of the fund.

The investment advisors for the Delaware Group Premium Fund, Inc., are Delaware
Management and Delaware International, an affiliate of Delaware Management. As
compensation for their services, they deduct a daily charge as a percent of the
net assets in each particular series which is equivalent to the following
annual rates:

Delaware Equity/Income Series: .60 of 1% of the net assets of the series.
However, Delaware Management has temporarily waived portions of these fees. See
the Delaware Group Premium Fund, Inc. prospectus for details.

Delaware Emerging Growth Series: .75 of 1% of the net assets of the series.
However, Delaware Management has temporarily waived portions of these fees. See
the Delaware Group Premium Fund, Inc. prospectus for details.

Delaware Global Bond Series: .75 of 1% of the net assets of the series.
However, Delaware Management has temporarily waived portions of these fees. See
the Delaware Group Premium Fund, Inc. prospectus for details.

Because the Separate Account purchases shares of the funds or series involved,
the value of the net assets of the subaccounts of the Separate Account will
reflect not only the fees of the Investment Advisor, but also other
miscellaneous expenses incurred by those funds or series.

MORTALITY AND EXPENSE RISK CHARGE. Lincoln Life deducts a daily charge as a
percent of the assets of the Separate Account as a mortality and expense risk
charge. This charge has the effect of reducing gross investment results
credited to the subaccounts. The daily rate currently charged is equal to an
annual rate of .68 of 1% of the value of the net assets of the Separate
Account, although this charge is reduced to a daily rate of .0017534% (which is
equivalent to an annual rate of .64 of 1%) until at least May 1, 1997 in order
to offset some of the miscellaneous expenses incurred by the underlying funds.
This deduction may increase or decrease, but is guaranteed not to exceed .90 of
1% in any policy year.

Lincoln Life will reduce the current mortality and expense risk charge whenever
the previous year's average ratio of fund miscellaneous expenses to average net
assets exceeds .10 of 1%. The reduction for the following 12 months will take
effect each May 1 and will equal the excess, if any, of the average ratio of
fund miscellaneous expenses to average net assets over .10%; however, the
reduction will never exceed .10 of 1%.


                                                                             11

<PAGE>
The mortality risk assumed is that insureds may live for a shorter period of
time than estimated and, therefore, a greater amount of death benefits will be
payable. The expense risk assumed is that expenses incurred in issuing and      
administering the policies will be greater than estimated.

OTHER CHARGES. Two other miscellaneous charges are occasionally incurred: a
withdrawal charge and a transfer charge. The withdrawal charge is incurred when
the owner of the policy requests a withdrawal from the policy value; the charge
is deducted from the withdrawn amount and the balance is paid to the owner.
Withdrawals may be made any time after the first policy year, but only one
withdrawal may be made per year. The withdrawal charge consists of a processing
fee and a possible early withdrawal penalty. The early withdrawal penalty
portion is applicable only at times when the surrender charge is greater than
zero. As a current practice, the withdrawal charge is equal to 3% of the
withdrawn amount during the first 10 policy years, and is equal to $10 at all
other times. The first $10 of the withdrawal charge is currently applied as a
processing fee and the remainder, if any, constitutes an early withdrawal
penalty. The early withdrawal penalty portion first reduces any remaining CDSC
and any excess reduces any remaining CDAC; any excess of the early withdrawal
penalty over the surrender charge will be waived. The withdrawal charge is
guaranteed not to exceed the greater of $25 or 5% of the withdrawn amount at
times when the surrender charge is greater than zero and is guaranteed not to
exceed $25 at all other times.

The transfer charge is incurred when the owner requests that funds be
transferred from one subaccount or the General Account to another subaccount or
the General Account. The transfer charge is $10, and is deducted from the
amount transferred; however, the transfer charge is currently being waived for
all transfers. The maximum number of transfers allowed between subaccounts in a
policy year is twelve.

No charges are currently made from the Separate Account for federal or state
income taxes. Should Lincoln Life determine that such taxes may be imposed, the
company may make deductions from the policy to pay those taxes. (See Federal
tax matters, p. 20-22).

REDUCTION OF CHARGES

The percent of premium charge, surrender charge, and the monthly charge set
forth in this prospectus may be reduced because of special circumstances that
result in lower sales, administrative, or mortality expenses. For example,
special circumstances may exist in connection with sales to Lincoln Life
policyholders, or sales to employees of Lincoln Life. The amounts of any
reductions will reflect the reduced sales effort and administrative costs
resulting from, or the different mortality experience expected as a result of,
the special circumstances. Reductions will not be unfairly discriminatory
against any person, including the affected policyowners and owners of all other
policies funded by the Separate Account.

EXCHANGE OF LINCOLN LIFE 
UNIVERSAL LIFE POLICIES
Existing Lincoln Life Universal Life policies may currently be exchanged for a
policy described in this prospectus. Because Lincoln Life's expenses are
reduced in such exchanges, as a current practice the percent of premium charge
will be waived on the amount of policy value exchanged. In addition, as a
current practice the Contingent Deferred Sales Charge and the Contingent
Deferred Administrative Charge will be reduced to 25% of the normal charges for
the specified amount transferred and further reduced by the amount of any
surrender charge collected on the surrendered policy. All additional premiums
will be subject to the percent of premium charge and any increase in specified
amount will be subject to additional surrender charges. Existing Lincoln Life
Variable Life policies may not be exchanged unless or until Lincoln Life
receives special exemptive relief from the Securities and Exchange Commission
to honor such exchange requests.

TERM CONVERSION CREDITS
Lincoln Life currently has a term conversion program which gives premium
credits to the policy if the owner is converting from a term insurance policy.
Term insurance policies issued by Lincoln Life or by most other life insurance
company may be converted to the policy under this program and receive term
conversion credits. Except for guaranteed term conversion privileges provided
under some Lincoln Life term insurance policies or otherwise provided by
special agreement, all term insurance policy conversions are subject to
evidence of insurability satisfactory to Lincoln Life. All conversion credits
are deposited in the policy without the percent of premium charge. The amount
of the term conversion credits and the requirements for qualification for those
credits is subject to change by Lincoln Life, but such changes will not be
unfairly discriminatory against any person, including the affected policyowners
and owners of all other policies funded by the Separate Account.

POLICY BENEFITS
DEATH BENEFIT AND DEATH BENEFIT TYPES
As long as the policy remains in force (see Policy lapse and reinstatement, p.
16), Lincoln Life will, upon proof of the insured's death, pay the death
benefit proceeds of the policy to the named beneficiary in accordance with the
designated death benefit type. The proceeds may be paid in cash or under one or
more of the payment options set forth in the policy. (See Proceeds and payment
options, p. 17.) The death benefit proceeds payable under the designated death
benefit type will be increased by any unearned loan interest, and will be
reduced by any outstanding loan and any due and unpaid charges. (See Policy
lapse and reinstatement, p. 16.) These proceeds will be further increased by
any additional insurance on the insured provided by rider.

12

<PAGE>
The policy provides two death benefit types: Type 1, basic coverage, and Type
2, basic plus policy value coverage. Generally, the owner designates the death
benefit type in the application. The owner may change the death benefit type at
any time. (See Policy changes, p. 14.)

TYPE 1. The death benefit is the greater of the specified amount of the policy
or a specified percentage of the policy value on or prior to the date of death.
The specified percentage at anytime is based on the attained age of the insured
as of the beginning of the policy year.

TYPE 2. The death benefit is equal to the greater of the specified amount plus
the policy value of the policy or a specified percentage of the policy value on
or prior to the date of death. The specified percentage at any time is based on
the attained age of the insured as of the beginning of the policy year.

Under a Type 1 basic coverage, the net amount at risk decreases as the policy
value increases. (The net amount at risk is equal to the death benefit less the
policy value.) Under a Type 2 basic plus policy value coverage, the net amount
at risk remains constant, so the cost of insurance deduction will be relatively
higher on a Type 2 basic plus policy value coverage than on a Type 1 basic
coverage. As a result, policy values under a Type 1 basic coverage tend to
increase faster than under a Type 2 basic plus policy value coverage, assuming
favorable investment performance. Because of this, policyowners that are more
interested in achieving higher policy values more quickly (assuming favorable
investment experience) would be more likely to select a Type 1 basic coverage.
In contrast, the death benefit under Type 2 will increase or decrease as the
policy value increases or decreases. Consequently, policyowners who are more
interested in increasing total death benefits (assuming favorable investment
experience) would be more likely to select a Type 2 basic plus policy value
coverage.

* The specified percentages are shown in the table below:

<TABLE>
<CAPTION>
Attained  Specified   Attained  Specified   Attained  Specified
age       percentage  age       percentage  age       percentage
- ----------------------------------------------------------------
<S>       <C>         <C>       <C>         <C>       <C>
40 or
younger   250%        59        134%        91        104%
41        243         60        130         92        103
42        236         61        128         93        102
43        229         62        126         94        101
44        222         63        124         95 or     100
45        215         64        122         older
46        209         65        120
47        203         66        119
48        197         67        118
49        191         68        117
50        185         69        116
51        178         70        115
52        171         71        113
53        164         72        111
54        157         73        109
55        150         74        107
56        146         75        105
57        142         through
58        138         90
</TABLE>

EXAMPLES. For both examples, assume that the insured is under the age of 40 and
that there is no outstanding policy loan.

Under Type 1, a policy with a specified amount of $250,000 will generally pay
$250,000 in life insurance proceeds. However, because life insurance proceeds
cannot be less than 250% (the applicable specified percentage) of policy value,
any time the policy value of this policy exceeds $100,000, life insurance
proceeds will exceed the $250,000 specified amount. If the policy value equals
or exceeds $100,000, each additional dollar added to the policy value will
increase the life insurance proceeds by $2.50. Thus, for a policy with a
specified amount of $250,000 and a policy value of $200,000, the beneficiary
will be entitled to life insurance proceeds of $500,000 (250% x $200,000); a
policy value of $300,000 will yield life insurance proceeds of $750,000 (250% x
$300,000); a policy value of $500,000 will yield life insurance proceeds of
$1,250,000 (250% x $500,000). Similarly, so long as policy value exceeds
$100,000, each dollar taken out of policy value will reduce the life insurance
proceeds by $2.50. If at any time the policy value multiplied by the specified
percentage is less than the specified amount, the life insurance proceeds will
equal the specified amount of the policy.

Under Type 2, a policy with a specified amount of $250,000 will generally pay
life insurance proceeds of $250,000 plus policy value. Thus, for example, a
policy with a specified amount of $250,000 and policy value of $50,000 will
yield life insurance proceeds equal to $300,000 ($250,000 + $50,000); a policy
value of $100,000 will yield life insurance proceeds of $350,000 ($250,000 +
$100,000). The life insurance proceeds cannot, however, be less than 250% (the
applicable specified percentage) of policy value. As a result, if the policy
value of the policy exceeds $166,667, the life insurance proceeds will be
greater than the specified amount plus policy value. Each additional dollar
added to policy value above $166,667 will increase the life insurance proceeds
by $2.50. A policy with a policy value of $200,000 will therefore have life
insurance proceeds of $500,000 (250% x $200,000); a policy value of $500,000
will yield life insurance proceeds of $1,250,000 (250% x $500,000); a policy
value of $1,000,000 will yield life insurance proceeds of $2,500,000 (250% x
$1,000,000).

Similarly, any time policy value exceeds $166,667, each dollar withdrawn from
policy value will reduce the life insurance proceeds by $2.50. If at any time,
however, policy value multiplied by the specified percentage is less than the
specified amount plus policy value, then the life insurance proceeds will be
the specified amount plus policy value.

The above examples describe scenarios which include favorable investment
performance. In addition, the applicable percentage of 250% that is used is for
ages 40 or younger. Because the applicable percentage decreases as the attained
age increases, the impact of the applicable percentage on the death benefit
payment levels will be lessened as the attained age progresses beyond age 40.


                                                                             13

<PAGE>
DEATH BENEFIT GUARANTEE
Lincoln Life expects payment of the required death benefit guarantee monthly
premiums will be sufficient, when combined with net investment results, to pay
for all charges to the policy during the first three policy years, and thereby
provide life insurance protection on the insured for that period. In some
situations, however, the combination of poor net investment results and monthly
deductions could result in the net cash surrender value being reduced to zero.
In such situations, Lincoln Life will continue the policy in force for the
first three policy years, provided the death benefit guarantee monthly premium
requirement continues to be met. Lincoln Life makes no charge for this
additional benefit.

POLICY CHANGES
CHANGE IN TYPE OF DEATH BENEFIT. The owner may also change the type of death
benefit coverage from Type 1 to Type 2 or from Type 2 to Type 1. The request
for such a change must be made in writing on a form suitable to Lincoln Life.
The change will be effective on the first monthly anniversary day on or next
following the day Lincoln Life receives the request. No change in the type of
death benefit will be allowed if the resulting specified amount would be less
than the minimum specified amount of $50,000.

If the change is from Type 1 to Type 2, the insured's specified amount after
such change will be equal to the insured's specified amount prior to such
change minus the policy value on the date of change.

If the change is from Type 2 to Type 1, the insured's specified amount after
such change will be equal to the insured's specified amount prior to such
change plus the policy value on the date of change.

CHANGES IN AMOUNT OF INSURANCE COVERAGE. In addition to the above changes, the
owner may request to increase or decrease the specified amount at any time. The
request for such a change must be from the owner and in writing on a form
suitable to Lincoln Life. Any decrease will become effective on the first
monthly anniversary day on or next following the day the request is received by
Lincoln Life. Any such decrease will reduce insurance first against insurance
provided by the most recent increase, next against the next most recent
increases successively, and finally against insurance provided under the
original application. The specified amount after any requested decrease may not
be less than $50,000. Any request for an increase must be applied for on a
supplemental application. Such increase will be subject to evidence of
insurability satisfactory to Lincoln Life and to its issue rules and limits at
the time of increase. Furthermore, such increase will not be allowed unless the
net cash surrender value is sufficient to cover the next monthly deductions and
the surrender charge for the increase. Any increase will become effective on
the first monthly anniversary day on or next following the day the application
for increase is approved.

POLICY VALUE
The policy provides for the accumulation of policy value, which is calculated
as often as the assets of the Separate Account are valued. The policy value
will vary with the investment performance of the General Account and of the
Separate Account, as well as other factors. In particular, policy value also
depends on any premiums received, any policy loans, and any charges and
deductions assessed the policy. The policy has no guaranteed minimum policy
value or net cash surrender value.

On the policy date, the policy value will be the initial net premium, minus the
sum of the following:

     a. The monthly charge;

     b. The cost of insurance for the first month;

     c. Any charges for extra benefits.

On each monthly anniversary day, the policy value is equal to the sum of the
following:

     a. The policy value on the preceding day;

     b. Any increase due to net investment results in the value of the
        subaccounts to which the investment amount is allocated;

     c. Interest at not less than the General Account guaranteed interest rate
        shown on the policy schedule on amounts allocated to the General 
        Account;

     d. Interest at not less than the rate shown on the policy schedule on any
        outstanding loan amount;

     e. Any net premiums received since the preceding day. 

Minus the sum of the following:

     f. Any decrease due to net investment results in the value of the
        subaccounts to which the investment amount is allocated;

     g. Any withdrawals;

     h. Any amount charged against the investment amount for federal or other
        governmental income taxes;

     i. All partial surrender charges deducted since the preceding day;

     j. The monthly charge;

     k. The cost of insurance for the following month;

     l. Any charges for extra benefits.

On any day other than a monthly anniversary day, the policy value is equal to
the sum of the following:

     a. The policy value on the preceding day;

     b. Any increase due to net investment results in the value of the
        subaccounts to which the investment amount is allocated;



14

<PAGE>
     c. Interest at not less than the General Account guaranteed interest rate
        shown on the policy schedule on amounts allocated to the General 
        Account;

     d. Interest at not less than the rate shown on the policy schedule on any
        outstanding loan amount;

     e. Any net premiums received since the preceding day. 

Minus the sum of the following:

     f. Any decrease due to net investment results in the value of the
        subaccounts to which the investment amount is allocated;

     g. Any withdrawals;

     h. Any amount charged against the investment amount for federal or other
        governmental income taxes;

     i. All partial surrender charges deducted since the preceding day;

The charges and deductions described above are further discussed in Charges and
deductions, p. 9.

GROSS INVESTMENT RESULTS. The gross investment results are equal to the change
in the market value of the assets of a fund or series from the previous
valuation day to the current day, plus the investment income on those assets
during the same period.

NET INVESTMENT RESULTS. The net investment results are the gross investment
results of a fund or series minus the asset management charges and any
miscellaneous fund expenses, and minus the mortality and expense risk charge.

The value of the assets in the funds or series will be taken at their fair
market value in accordance with accepted accounting practices and applicable
laws and regulations.

TRANSFER BETWEEN SUBACCOUNTS
Any time after the record date, the owner may request to transfer an amount
from one subaccount to another. The request to transfer funds must be in
writing on a form suitable to Lincoln Life; transfers may be made by telephone
request only if the owner has previously authorized telephone transfers in
writing on a form suitable to Lincoln Life. Lincoln Life will follow reasonable
procedures to determine that the telephone requester is authorized to request
such transfers, including requiring certain identifying information contained
in the written authorization. If such procedures are followed, Lincoln Life
will not be liable for any loss arising from any telephone transfer. Transfers
will take effect on the date that the request is received at the Home Office at
Lincoln Life. A transfer charge of $10 is made for each transfer and is
deducted from the amount transferred; however, the transfer charge is currently
being waived for all transfers. The minimum amount which may be transferred
between subaccounts is $100. The maximum number of transfers allowed in a
policy year is twelve.

TRANSFER TO AND FROM THE GENERAL ACCOUNT
Any time after the record date, the owner may also request to transfer amounts
from the Separate Account to the General Account. However, transfers from the
General Account to the Separate Account are subject to some restrictions. A
maximum of 20% of the unloaned policy value in the General Account may be
transferred to the Separate Account in any period of 12 consecutive months.
However, as a current practice, the 20% maximum transfer limitation does not
apply for the first 6 policy months. There is no minimum transfer amount;
however, if the unloaned amount in the General Account is $500 or less, the
owner may transfer the entire unloaned amount out of the General Account. A
transfer charge of $10 is made for each transfer and may be deducted from the
amount transferred; however, the transfer charge is currently being waived for
all transfers.

LOANS
At any time while the policy is in force the owner may make written request for
a loan against the policy. A written loan agreement will be executed between
the owner and Lincoln Life. The policy will be the sole security for the loan,
and the policy must be assigned to Lincoln Life as part of the loan agreement.
Ordinarily, the loan will be processed within seven days from the date the
request for a loan is received at the Home Office of Lincoln Life. Payments may
be postponed under certain circumstances. (See Postponement of payments, p.
18.)

A loan taken from, or secured by, a policy may have federal income tax
consequences. In particular, adverse tax consequences may occur if the policy
lapses with outstanding loans. (See Federal tax matters, p. 20-22.)

LOAN AMOUNT. The amount of all outstanding loans with interest may not exceed
the policy value less surrender charge as of the date of the policy loan. If at
any time the total of policy loans plus loan interest equals or exceeds the
policy value less surrender charge, notice will be sent to the last known
address of the owner, and any assignee of record, and the policy will enter
into the grace period. If sufficient payment is not received within 61 days
after notice is mailed, the policy will lapse and terminate without value. (See
Policy lapse and reinstatement, p 16.)

LOAN INTEREST. Interest on any loan will be payable annually in advance at an
annual rate of 6.0%, which is 6.38% effective annual rate of interest. Any
interest not paid when due will be added to the loan amount and will bear
interest at the same policy loan rate.

DEDUCTION OF LOAN AND LOAN INTEREST. Ordinarily the amount of any loan or
unpaid loan interest will be deducted from the General Account and the
subaccounts in proportion to the value in each. The deduction may be made by
some other method if the owner requests, and if such method is acceptable to
Lincoln Life. Amounts deducted from the Separate Account will be transferred to
the Lincoln Life General Account, where they will earn interest at an annual
rate of not less than 4.0%; currently, 

                                                                             15

<PAGE>

loaned amounts earn interest at an annual rate of 5.05%. The amount will remain
a part of the policy value, but will not be increased or decreased by
investment results in the Separate Account. Therefore, the policy value could
be more or less than what it would have been if the policy loan had not been
made, depending on the investment results in the Separate Account compared to
the interest credited to the assets transferred to the General Account to
secure the loan. In this way, a loan may have a permanent effect upon both the
policy value and the death benefit and may increase or decrease the potential
for policy lapse. In addition, outstanding policy loans reduce the death
benefit.

LOAN REPAYMENTS. Loan repayments will ordinarily be allocated to the General
Account and the subaccounts in accord with the most recent premium allocation.
They may be allocated by some other method if the owner requests it, and if
such method is acceptable to Lincoln Life. Any loan not repaid at the time of
surrender of the policy, maturity, or death of the insured will be deducted
from the amount otherwise payable.

WITHDRAWALS
Any time after the first policy year, and during the lifetime of the insured, a
cash withdrawal may be made from the policy value. The amount and timing of the
withdrawal is subject to certain limitations. The minimum withdrawal is $500
and only one withdrawal may be made during a policy year. During any year in
which the surrender charge is greater than zero, the amount of the withdrawal
may not be more than 20% of the net cash surrender value (except that Lincoln
Life has the current practice of waiving the 20% limitation after the tenth
policy year). During any year in which the surrender charge is equal to zero,
the amount of the withdrawal may not be more than the net cash surrender value.
As a current practice, the withdrawal charge is equal to 3% of the withdrawn
amount during the first 10 policy years, and is equal to $10 at all other
times. This charge is guaranteed not to exceed the greater of $25 or 5% of the
withdrawn amount at times when the surrender charge is greater than zero and is
guaranteed not to exceed $25 at all other times. The owner should be aware that
withdrawals may result in the owner incurring a tax liability. (See Federal
tax matters, p. 20-22.)

DEDUCTION OF WITHDRAWAL. When a withdrawal is made, the policy value will be
reduced by the amount of the withdrawal. The amount will be deducted from the
General Account and the subaccounts in proportion to the values in the General
Account and the subaccounts. The deduction may be made by some other method if
the owner requests it, and if such method is acceptable to Lincoln Life.

EFFECT OF WITHDRAWALS ON DEATH BENEFIT AND COST OF INSURANCE. A withdrawal may
affect the death benefit amount in one of several ways. First, if the death
benefit type is Type 1, the specified amount will automatically be reduced by
the amount of the withdrawal, and thus will lower the death benefit by the same
amount. If the death benefit is Type 2, this reduction in the specified amount
does not occur, but the death benefit is lowered by the amount the policy value
is decreased by the withdrawal. In addition, since the death benefit is
required to be at least equal to the specified percentage multiplied times the
policy value, a reduction in the policy value will sometimes result in a
reduction in the death benefit equal to the specified percentage times the
reduction in policy value. (See Death benefit and death benefit types, p. 12.)
In such cases, where the death benefit is reduced by an amount greater than the
withdrawal, the subsequent cost of insurance will be reduced (under either type
of death benefit) to reflect the excess reduction in death benefit.

No withdrawal will be allowed if the resulting insured's specified amount would
be less than $50,000. The request for withdrawal must be in writing on a form
suitable to Lincoln Life.

Ordinarily, withdrawals will be processed within seven days from the date the
request for a withdrawal is received at the Home Office of Lincoln Life.
Payment of the withdrawal amount may be postponed under certain circumstances.
(See Postponement of payments, p. 18.)

POLICY LAPSE AND REINSTATEMENT
During the first three policy years, insurance coverage under the policy will
be continued in force as long as the total premiums paid (minus any partial
withdrawals and minus any outstanding loans) equals or exceeds the death
benefit guarantee monthly premium times the number of months since the policy
date, including the current month. Unless coverage is being continued under the
death benefit guarantee (see Death benefit guarantee, p. 14) lapse will occur
when the policy value less surrender charges and less outstanding loans is
insufficient to cover the monthly deductions and the grace period expires
without a sufficient payment. Insurance coverage will continue during the grace
period, but the policy will be deemed to have no policy value for purposes of
policy loans and surrenders. Regardless of premium payments or current net cash
surrender value, coverage will never be continued beyond the maturity date of
the policy.

A grace period of 61 days will begin on the date Lincoln Life sends a notice of
any shortfall to the last known address of the owner or any assignee. The owner
must, during the grace period, make a payment sufficient to cover the monthly
deductions and any other charges due under the policy until the end of the
grace period. Failure to make a sufficient payment during the grace period will
cause the policy to lapse. Any net cash surrender value will be returned to the
owner, plus, if lapse occurs during the first two policy years, any required
refund of excess sales charge. If the insured dies during the grace period,
regardless of the cause of the grace period, any due and unpaid monthly
deductions will be deducted from the death benefit.

A lapsed policy may be reinstated at any time within five years after the date
of lapse and before the maturity date by submitting evidence of insurability
satisfactory to 

16

<PAGE>
Lincoln Life and a premium sufficient to keep the policy in force for two
months. The effective date of a reinstatement will be the first monthly
anniversary day on or next following the day the application for        
reinstatement is approved.

SURRENDER OF THE POLICY
The owner may surrender the policy at any time during the lifetime of the
insured and receive the net cash surrender value. The net cash surrender value
is equal to the policy value minus any surrender charge, minus any outstanding
loan and plus any unearned loan interest. The request must be made in writing
on a form suitable to Lincoln Life. The request will be effective the date the
request is received in the Home Office of Lincoln Life, or at a later date if
so requested by the owner. Ordinarily, the surrender will be processed within
seven days from the date the request for surrender is received at the Home
Office of Lincoln Life. The surrender of the policy may have tax consequences.

PROCEEDS AND PAYMENT OPTIONS
PROCEEDS. The amount payable under the policy on the maturity date, on the
surrender of the policy, or upon the death of any insured person is called the
proceeds of the policy.

The proceeds to be paid on the death of the insured will be the death benefit
minus any outstanding policy loan, and plus any unearned loan interest. The
proceeds to be paid on the surrender of the policy or on the maturity date will
be the net cash surrender value.

Any amount to be paid at the death of the insured or any other termination of
this policy will be paid in one sum unless otherwise provided. Interest will be
paid on this amount from date of death or maturity to date of payment at a
specified rate, not less than that required by law. All or part of the sum of
this amount and such interest credited to date of payment will be applied to
any payment option.

To the extent allowed by law, proceeds are not to be subject to any claims of a
beneficiary's creditors.

PAYMENT OPTIONS. Upon written request, all or part of the proceeds and interest
credited thereon may be applied to any payment option available from Lincoln
Life at the time payment is to be made. Under certain conditions, payment
options will only be available with the consent of Lincoln Life. Such
conditions will exist if the proceeds to be settled under any option are $2,500
or less, or if any installment or interest payment is $25 or less. In addition,
if any payee is a corporation, partnership, association, trustee, or assignee,
approval by Lincoln Life is needed before any proceeds can be applied to a
payment option.

The owner may elect any payment option while the insured is alive and may
change that election if that right has been reserved. When the proceeds become
payable to a beneficiary, the beneficiary may elect any payment option if the
proceeds are available to the beneficiary in one sum.
The option date is any date the policy terminates under the termination
provision.

Any proceeds payable under the policy may also be settled under any other
method of settlement offered by Lincoln Life on the option date. Additional
interest as determined by Lincoln Life may be paid or credited from time to
time in addition to the payments guaranteed under a payment option.

When proceeds become payable under a payment option, a payment contract will be
issued to the payee in exchange for the policy. Such payment contract may not
be assigned. Any change in payment option may be made only if it is provided
for in the payment contract. Under some of the payment options, proceeds may be
withdrawn under such payment option if provided for in the payment contract.
The amount to be withdrawn varies by the payment option.

GENERAL PROVISIONS

THE CONTRACT
The entire contract consists of the policy plus the application and any
supplemental application, plus any riders, plus any amendments. The policy is
issued in consideration of the application and payment of the initial premium.
Only statements in the application and any supplemental applications can be
used to contest the validity of the policy or defend a claim. These statements
are considered representations and not warranties. A change in the policy will
be binding on Lincoln Life only if the change is in writing and the change is
made by the President, Vice President, Secretary, or Assistant Secretary of
Lincoln Life.

The policy is nonparticipating; it will not share in the profit or surplus
earnings of Lincoln Life.

SUICIDE
If the insured commits suicide, while sane or insane, within two years from the
policy date, the total liability of Lincoln Life under the policy will be the
premiums paid, minus any policy loan, plus any unearned loan interest, minus
any prior withdrawals, and minus the cost of any riders.

If the insured commits suicide, while sane or insane, within two years from the
effective date of any increase in insurance, our total liability with respect
to such increase will be its cost of insurance and monthly charges.

If the insured commits suicide, while sane or insane, within two years from the
effective date of any reinstatement, our total liability with respect to such
reinstatement will be the premiums paid since the effective date of the
reinstatement, minus any policy loan, plus any loan interest, minus any prior
withdrawals, and minus the cost of any riders.

                                                                             17

<PAGE>


REPRESENTATIONS AND CONTESTABILITY
All statements made in an application by, or on behalf of, the insured will, in
the absence of fraud, be deemed representations and not warranties. Statements
may be used to contest a claim or validity of the policy only if these
statements are contained in the application for issue, reissue, or
reinstatement, or in any supplemental application, and a copy of that
application or supplemental application is attached to the policy. The policy
will not be contestable after it has been in force for two years during the
lifetime of the insured. Also, any increase in coverage or any reinstatement
will not be contestable after that increase or reinstatement has been in force
two years from its effective date during the lifetime of the insured. Any
contest will then be based only on the application for the increase or
reinstatement and will be subject to the same conditions as for contest of the
policy.

INCORRECT AGE OR SEX
If there is an error in the age or sex of the insured, the excess of the death
benefit over the policy value will be adjusted to that which would be purchased
by the most recent cost of insurance at the correct age and sex. The resulting
death benefit will not be less than the percentage of the policy value required
by the death benefit provision at the insured's correct age.

CHANGE OF OWNER OR BENEFICIARY
The owner of the policy is the owner identified in the application, or a
successor. All rights of the owner belong to the owner while the insured is
alive. The rights pass to the estate of the owner if the owner dies before the
insured. The owner may transfer all ownership rights and privileges to a new
owner. The request must be in writing on a form suitable to Lincoln Life. The
change will be effective the day that the request is received in the Home
Office of Lincoln Life. Lincoln Life will not be responsible for any payment or
other action taken before having recorded the transfer. A change of ownership 
will not, in and of itself, affect the interest of any beneficiary. A change of
ownership may have tax consequences.

The beneficiary is identified in the application for the policy, and will
receive the proceeds when the insured dies. The beneficiary may be changed by
the owner while the insured is alive, and provided that any prior designation
does not prohibit such a change. A change will revoke any prior designation of
the beneficiary. The request to change beneficiary must be in writing on a form
suitable to Lincoln Life. Lincoln Life reserves the right to require the policy
for endorsement of the change of beneficiary designation.

If not otherwise provided, the interest of any beneficiary who dies before the
insured will pass to any other Beneficiaries according to their interest.
Furthermore, if no beneficiary survives the insured, the proceeds will be paid
in one sum to the owner, if living. If the owner is not living, the proceeds
will be paid to the owner's estate.

ASSIGNMENT
Any assignment of the policy will not be binding on Lincoln Life unless it is
in writing on a form suitable to Lincoln Life and is received at the Home
Office. Lincoln Life will not be responsible for the validity of any
assignment, and reserves the right to require the policy for endorsement of any
assignment. An assignment of the policy may have tax consequences.

REPORTS AND RECORDS
Lincoln Life will maintain all records relating to the Separate Account.
Lincoln Life will mail to the owner at least once each year a report, without
charge, which will show the current policy value, the current net cash
surrender value, the current death benefit, any current policy loans, any
premiums paid, any cost of insurance charges deducted, and any withdrawals
made. The report will also include any other data that may be required where
the contract is delivered.

PROJECTION OF BENEFITS AND VALUES
At the owner's request, Lincoln Life will provide a report to the owner which
shows projected future results. The request must be in writing on a form
suitable to Lincoln Life. The report will be comparable in format to those
shown in Appendix D and will be based on assumptions in regard to the death
benefit as may be specified by the owner, planned premium payments as may be
specified by the owner, and such other assumptions as are necessary and
specified either by the owner or Lincoln Life. A reasonable fee may be charged
for this projection.

POSTPONEMENT OF PAYMENTS
Payments of any amount payable on surrender, loan, or benefits payable at death
or maturity may be postponed whenever: (i) the New York Stock Exchange is
closed other than customary week-end and holiday closings, or trading on the
New York Stock Exchange is restricted as determined by the Securities and
Exchange Commission; (ii) the Commission by order permits postponement for the
protection of owners; or (iii) an emergency exists, as determined by the
Commission, as a result of which disposal of securities is not reasonably
practical or it is not reasonably practical to determine the value of the
Separate Account's net assets. Transfers may also be postponed under such
circumstances.

Requests for surrenders or policy loans of policy values representing premiums
paid by check may be delayed until such time as the check has cleared the
owner's bank.

RIDERS
The availability of the riders listed below is subject to approval by the State
Insurance Department of the State in which the policy is issued, and is also
subject to the current underwriting and issue procedures in place at the time
of the application. The underwriting and issue procedures are subject to change
without notice.


18

<PAGE>

TERM RIDER FOR COVERED INSURED. The spouse and/or children of the Primary
Insured may be added as an other insured on the base plan. Likewise, other
individuals can be added as an Other Insured. The Term Rider for Covered
Insured is a term rider available for issue ages 0 to 80 and the cost of
insurance is deducted monthly for this benefit. Up to three such riders may be
added to a base policy. The maximum amount which may be issued on any rider
equals the amount of coverage on the policy multiplied times 19. The minimum
amount is $25,000 for each Other Insured.

CHILDREN'S TERM RIDER. The Children's Term Rider is a term rider available for
children (natural, adopted, or stepchild) of the Primary Insured. Children 15
days to age 24 inclusive are covered. The rider is available in units of $1,000
with a minimum of $2,000 and a maximum of $20,000 per any one family. The cost
of insurance for this rider is deducted monthly.

GUARANTEED INSURABILITY RIDER. This rider is available for issue ages 0 to 40
and it is available for the Primary Insured, and/or those covered under the
Term Rider for Covered Insured. This rider allows the Covered Insured to
purchase, without evidence of insurability, additional insurance on the option
dates, or alternate option dates. It can be purchased in units of $1,000, with
a minimum amount of $10,000 and a maximum amount of $100,000 or the specified
amount, if less. Total amount of options exercised may not exceed five times
the option amount. There are eight regular option dates, beginning at age 25,
every three years thereafter, and the last option is at age 46. An alternate
option date will occur three months after marriage, birth of a child, or
adoption of a child. Exercising an alternate option date reduces the next
regular option date. This rider is not available for substandard risks. The
cost of insurance for this rider is deducted monthly from the policy value.

ACCIDENTAL DEATH BENEFIT RIDER. This rider is available for the Primary
Insured, and/or those covered under the Term Rider for Covered Insured. The
Accidental Death Benefit Rider provides an additional life insurance benefit in
the case of accidental death. It is available for ages 5 through 69. The
minimum amount which can be purchased is $10,000 and the maximum amount is two
times the specified amount on the Covered Insured, not to exceed a total of
$350,000 in all policies, in all companies, for that insured. The cost of
insurance for this rider is deducted monthly from the policy value.

WAIVER OF COST OF INSURANCE RIDER. This rider is available for ages 5 through
64. It waives the total cost of insurance for the policy, the monthly charge,
and the cost of any additional benefit riders, after the Primary Insured has
been totally disabled for six consecutive months and the claim for total
disability has been approved. The cost of insurance for this rider is deducted
monthly from the policy value.

DISABILITY BENEFIT PAYMENT RIDER. This rider is available for ages 5 through
64. If the Covered Insured (Primary Insured or Other Insureds) under this rider
has been totally disabled for six consecutive months, and the claim for total
disability has been approved, a disability benefit amount will be paid as a
premium to the policy. The minimum benefit which can be selected is $50 per
month. The maximum is two times the death benefit guarantee monthly premium.
The cost of insurance for this rider is deducted monthly from the policy value.

CONVALESCENT CARE BENEFIT RIDER. This rider may be available in several forms
which differ by the amount and duration of benefit payments and also by the
conditions required to receive benefit payments. The rider is available for the
Primary Insured only and its availability may stipulate certain minimum or
maximum policy specified amounts. The rider provides benefit payments when the
health of the insured is such that covered convalescent care services are
necessary. The cost of insurance for this rider is deducted monthly from the
policy value.

CONTINGENT OPTION RIDER. The Contingent Option Rider is a guaranteed
insurability rider that gives the owner the right to purchase an additional
policy without evidence of insurability upon the death of the designated person
(the Option Life). Available to issue ages 0 through 80. The cost of insurance
for this rider is based on the Contingent Option Amount and is deducted monthly
from the policy value.

RETIREMENT OPTION RIDER. The Retirement Option Rider is a guaranteed
insurability rider that gives the owner the right to purchase an additional
policy without evidence of insurability within 60 days after a specific date
(the option date). The option date, determined at the issue of the rider, may
be the owner's anticipated retirement date or some other date after which
additional insurance may be needed. Available to issue ages 0 through 70. The
cost of insurance for this rider is based on the retirement option amount and
is deducted monthly from the policy value.

ACCELERATED BENEFIT ELECTION RIDER. This rider is available to issue ages 0
through 80 and gives the owner the right to receive a portion of the death
benefit prior to death if the insured is diagnosed as having an illness which
with reasonable medical certainty will cause death within 12 months. Upon
receipt of proof of loss, up to one-half of the eligible death benefit (as
defined in the rider) may be advanced to the owner in cash as an initial
accelerated benefit. A limited amount of subsequent accelerated benefit is also
available to pay premiums and interest charges required on the policy. The
amount of all advanced accelerated benefits creates an interest-bearing lien
against the death benefit otherwise payable at death. There is no cost of
insurance for this rider, but an administrative expense charge is payable upon
application for benefits.

JOINT LIFE TERM RIDER FOR COVERED INSUREDS. This rider is available for issue
ages 20 to 80. This rider provides term insurance for two, three, or four
individuals and pays the Joint Life Term Death Benefit upon the death of the
first to die of the Covered Insureds. The cost 

                                                                            19

<PAGE>

of insurance and monthly charges for this rider are deducted monthly from the 
policy value.

LAST SURVIVOR TERM RIDER FOR COVERED INSUREDS. This rider is available for
issue ages 20 to 85 if the average of the ages does not exceed 80. This rider
provides term insurance for two, three, or four individuals and pays the last
survivor term death benefit upon the death of the last to die of the Covered
Insureds. The cost of insurance and monthly charges for this rider are deducted
monthly from the policy value. The minimum issue amount is $25,000; the maximum
issue amount is equal to 19 times the specified amount of the policy.

LAST SURVIVOR CONTINGENT OPTION INSURABILITY RIDER AND LAST SURVIVOR RETIREMENT
OPTION INSURABILITY RIDER. These riders are only available if a Last Survivor
Term Rider for Covered Insureds is on the policy. The Last Survivor Contingent
Option Rider is a guaranteed insurability rider that gives the owner the right
to purchase an additional last survivor policy without evidence of insurability
upon the death of the designated person (the option life). The Last Survivor
Retirement Option Insurability Rider grants a similar benefit to be exercised
with 60 days of the option date. The option date is chosen at issue and cannot
be later than age 80 of the oldest insured. Available to issue ages 20 through
70 of the oldest insured. The cost of insurance for this rider is based on the
contingent option amount and is deducted monthly from the policy value. The
minimum issue amount is $100,000; the maximum issue amount is 5 times the
specified amount of the last survivor term rider to which it is attached.

DISTRIBUTION OF THE POLICY
The policy will be sold by individuals who, in addition to being licensed as
life insurance agents for Lincoln Life, are also its registered
representatives. Lincoln Life is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a broker-dealer and is
a member of the National Association of Securities Dealers.

FEDERAL TAX MATTERS
The following discussion is intended to provide a general description of the
federal income tax considerations associated with the policy. It does not
purport either to be complete or to cover all situations; this discussion is
not intended to be taken as tax advice. Consult a qualified tax advisor for
more complete information. This discussion is based upon Lincoln Life's
understanding of the present federal income tax laws as they are currently
interpreted by the Internal Revenue Service. No representation is made as to
the likelihood of continuation of the present federal income tax laws or of the
current interpretation by the Internal Revenue Service. Federal tax laws may
change without notice and as a result the taxable consequences to the insured,
policyowner, or beneficiary may be altered.

TAX STATUS OF THE POLICY
Section 7702 of the Internal Revenue Code of 1986, as amended (the Code)
includes a definition of a life insurance contract for federal tax purposes.
This definition can be satisfied by complying with either of two tests set
forth in section 7702. With respect to a policy which has an "accelerated death
benefit rider", there is some uncertainty as to qualification of the policy as
life insurance due to the limited guidance provided. Although the Secretary of
the Treasury (the Treasury) is authorized to prescribe regulations interpreting
the manner in which the tests under section 7702 are to be applied, such
regulations have not been issued. In addition, section 7702 of the Code was
amended by imposing certain modified requirements with respect to the mortality
(i.e., cost of insurance) and other expense charges that are to be used in
determining compliance of the policies with section 7702. Guidance as to how
these modified requirements are to be applied is extremely limited. If a policy
was determined not to be a life insurance contract for purposes of section
7702, such policy would not provide most of the tax advantages normally
provided by a life insurance policy.

With respect to a policy (other than a policy in respect of a smoker) issued on
the basis of a standard rate class or a rate class involving a lower mortality
risk (i.e., preferred basis), while there is some uncertainty due to the lack
of regulations and the limited guidance on the modified section 7702
requirements, Lincoln Life nonetheless believes that such a policy should meet
the section 7702 definition of a life insurance contract. With respect to a
policy issued on a substandard basis (i.e., a rate class involving higher than
standard mortality risk), a policy in respect of a smoker issued on a standard
rate class or a rate class with a lower mortality risk, or a policy which has a
last survivor of multiple insureds or first to die of multiple insureds
feature, there is even less guidance in particular as to how the modified
requirements are to be applied in determining whether such a policy meets the
section 7702 definition of a life insurance contract. Thus, it is not clear
whether or not such a policy would satisfy section 7702, particularly if the
owner pays the full amount of premiums permitted under the policy. If it is
subsequently determined that a policy does not satisfy section 7702, Lincoln
Life will take whatever steps are appropriate and necessary to cause such a
policy to comply with section 7702, including possibly refunding any premiums
paid that exceed the limitations allowable under section 7702 (together with
interest or other earnings on any premiums refunded as required by law). For
these reasons, Lincoln Life reserves the right to modify the policy as
necessary to qualify it as a life insurance contract under section 7702.

Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Separate Account to be
"adequately diversified" in 


20

<PAGE>

order for the policy to be treated as a life insurance contract for federal tax
purposes. The Separate Account, through the various funds or series in which it
invests, intends to comply with the diversification requirements prescribed in
Treasury Regulations, which affect how each fund's or series assets may be
invested. Lincoln Life does not have control over the funds or series or their
investments. Nonetheless, Lincoln Life believes that the funds or series will
be operated in compliance with the requirements prescribed by the Treasury.

The regulations relating to diversification requirements do not provide
guidance concerning the extent to which policyowners may direct their
investments to the subaccounts of a Separate Account. When additional guidance
is provided, the policy may need to be modified to comply with such guidance.
It is not clear what this additional guidance will provide nor whether it will
be applied on a prospective basis only. For these reasons, Lincoln Life
reserves the right to modify the policy as necessary to prevent the owner from
being considered the owner of the assets of the Separate Account or otherwise
to qualify the policy for favorable tax treatment.

The Treasury Department has indicated that guidelines may be forthcoming under
which a variable life contract will not be treated as a life insurance contract
for tax purposes if the owner of the contract has excessive control over the
investments underlying the contract. The issuance of such guidelines may
require the company to impose limitations on a contract owner's right to
control the investment. It is not known whether any such guidelines would have
a retroactive effect.

The following discussion assumes that the policy will qualify as a life
insurance contract for federal income tax purposes.

TAX TREATMENT OF POLICY BENEFITS
1. IN GENERAL. Lincoln Life believes that the proceeds and cash value increases
of a policy should be treated in a manner consistent with a fixed benefit life
insurance policy for federal income tax purposes. Thus, the death benefit under
the policy should be excludable from the gross income of the beneficiary under
Section 101(a)(1) of the Code.

A change in a policy's specified amount, a change in death benefit option, the
payment of premiums, the addition of additional insurance, a policy loan, a
partial withdrawal, a lapse with outstanding indebtedness, exchange of a
policy, or a surrender may have tax consequences depending upon the
circumstances. In addition, federal estate and generation skipping transfer,
and state and local estate inheritance, and other tax consequences of ownership
or receipt of policy proceeds depend upon the circumstances of each owner or
beneficiary. A competent tax advisor should be consulted for further
information. Generally, the owner will not be deemed to be in constructive
receipt of the cash value, including increments thereof, under the policy until
there is a distribution. The tax consequences of distributions from, and loans
taken from or secured by, a policy depend on whether the policy is classified
as a "Modified Endowment Contract" under section 7702A.

2. MODIFIED ENDOWMENT CONTRACTS. A policy may be treated as a Modified
Endowment Contract depending upon the amount of premiums paid in relation to
the death benefit provided under such policy. In addition, if a policy is
"materially changed," it may be treated as a Modified Endowment Contract
depending upon such relationship after such change. The premium limitation and
material change rules for determining whether a policy is a Modified Endowment
Contract are extremely complex. Moreover, due to the policy's flexibility,
classification of a policy as a Modified Endowment Contract will depend upon
the circumstances of each policy. Accordingly, a prospective owner should
contact a competent tax advisor before purchasing a policy to determine the
circumstances in which the policy would be a Modified Endowment Contract. In
addition, an owner should contact a competent tax advisor before paying any
additional premium or making any other change to, including an exchange of, a
policy to determine whether such premium payment or change would cause the
policy to be treated as a Modified Endowment Contract.

Lincoln Life will monitor premiums paid into each policy after the date of this
prospectus to determine when a premium payment will exceed the 7-pay test and
cause the policy to become a Modified Endowment Contract. If the owner has
given Lincoln Life instructions that the policy should not be allowed to become
a Modified Endowment Contract, any premiums in excess of the 7-pay Limitation
will first be applied to reduce any outstanding loan on the policy, and any
further excess will be refunded to the owner within 7 days. If the owner has
not given Lincoln Life instructions to the contrary, however, the premium will
be paid into the policy and a letter of notification of Modified Endowment
Contract status will be sent to the owner. The letter of notification will
include the available options, if any, for remedying the Modified Endowment
Contract status of the policy.

3. DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS.
Policies classified as a Modified Endowment Contracts are subject to the
following tax rules: First, all distributions, including distributions upon
surrender and benefits paid at maturity, from such a policy are treated as
ordinary income subject to tax up to the amount equal to the excess (if any) of
the cash value immediately before the distribution over the investment in the
policy (described below) at such time. Second, loans taken from, or secured by,
such a policy are treated as distributions from such a policy and taxed
accordingly. Third, a 10 percent additional income tax is imposed on the
portion of any distribution from, or loan taken from or secured by, such a
policy that is included in income except where the distribution or loan is made
on or after the owner attains age 591 2, is attributable to the owner's
becoming disabled, or is part of a series of substantially equal periodic
payments for the life of the owner or the joint lives of the owner and the
owner's beneficiary. Fourth, 

                                                                             21

<PAGE>
the cost of insurance for certain riders which are not "qualified additional
benefits" such as the Convalescent Care Rider may be treated as distributions
from such a policy and taxed accordingly.

4. DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS.
Distributions from a policy that is not classified as a Modified Endowment
Contract are generally treated as first recovering the investment in the policy
(described below) and then, only after the return of all such investment in the
policy, as distributing taxable income. An exception to this general rule
occurs in the case of a decrease in the specified amount, a change in death
benefits from Type 2 to Type 1, or any other change that reduces benefits under
the policy in the first 15-years after the policy is issued and that results in
a cash distribution to the owner in order for the policy to continue complying
with the section 7702 definitional limits. In that case, such distribution will
be taxed in whole or in part as ordinary income (to the extent of any gain in
the policy) under rules prescribed in section 7702.

Loans from, or secured by, a policy that is not a Modified Endowment Contract
are not treated as distributions. Instead, such loans are treated as
indebtedness of the owner.

Upon a complete surrender or lapse of a policy that is not a Modified Endowment
Contract, or when benefits are paid at such a policy's maturity date, if the
amount received plus the amount of indebtedness exceeds the total investment in
the policy, the excess will generally be treated as ordinary income subject to
tax.

Finally, neither distributions (including distributions upon surrender or
lapse) nor loans from, or secured by, a policy that is not a Modified Endowment
Contract are subject to the 10 percent additional income tax.

5. POLICY LOAN INTEREST. Generally, interest paid on any loan under a policy
which is owned by an individual is not deductible. In addition, interest on any
loan under a policy owned by a taxpayer and covering the life of any individual
who is an officer of or is financially interested in the business carried on by
that taxpayer will not be tax deductible to the extent the aggregate amount of
such loans with respect to contracts covering such individual exceeds $50,000.
No amount of policy loan interest is, however, deductible if the policy was
deemed for federal tax purposes to be a single premium life insurance contract.
The owner should consult a competent tax advisor as to whether the policy would
be so deemed.

6. INVESTMENT IN THE POLICY. Investment in the policy means (i) the aggregate
amount of any premiums or other consideration paid for a policy, minus (ii) the
aggregate amount received under the policy which is excluded from the gross
income of the owner (except that the amount of any loan from, or secured by, a
policy that is a Modified Endowment Contract, to the extent such amount is
excluded from gross income, will be disregarded), plus, (iii) the amount of any
loan from, or secured by, a policy that is a Modified Endowment Contract to the
extent that such amount is included in the gross income of the owner.

7. MULTIPLE POLICIES. All Modified Endowment Contracts that are issued by
Lincoln Life (or its affiliates) to the same owner during any calendar year are
treated as one Modified Endowment Contract for purposes of determining the
amount includible in gross income under section 72 (e) of the Code.

8. TAXATION OF CONVALESCENT CARE BENEFIT RIDER AND ACCELERATED BENEFIT ELECTION
RIDER. The tax treatment of benefits paid under the Convalescent Care Benefit
Rider and Accelerated Benefit Election Rider, as well as the tax treatment of a
policy with such riders, is uncertain. Future legislation or interpretations
may treat all or part of such payments as taxable distributions from the
policy. Alternatively, such payments may be excluded from taxable income to the
extent they are used to pay for actual long-term care services or are
considered a death benefit under section 101(a)(1) of the Code. A competent tax
advisor should be consulted for further information.

TAXATION OF THE SEPARATE ACCOUNT
Lincoln Life does not initially expect to incur any income tax upon the
earnings or the realized capital gains attributable to the Separate Account.
Based upon these expectations, no charge is being made currently to the
Separate Account for federal income taxes which may be attributable to the
Separate Account. If, however, Lincoln Life determines that it may incur such
taxes, it may assess a charge for those taxes from the Separate Account.

VOTING RIGHTS
To the extent required by law, Lincoln Life will vote shares of the funds and
series held in the Separate Account at regular and special shareholder meetings
of the funds and series in accordance with instructions received from persons
having voting interests in the Separate Account. If, however, the Investment
Company Act of l940 or any regulation thereunder should be amended or if the
present interpretation thereof should change, and as a result Lincoln Life
determines that it is permitted to vote the fund shares in its own right, it
may elect to do so.

The number of votes which each policyowner has the right to instruct will be
determined as one vote for each $100 of policy value in each subaccount.
Fractional shares will be allocated for amounts less than $100. The number of
votes which the policyowner has the right to instruct will be determined as of
the date coincident with the date established by the various series for
determining shareholders eligible to vote at the meetings of the funds and
series. Voting instructions will be solicited by written communications prior
to such meeting in accordance with procedures established by the funds and
series. Lincoln Life will vote shares of each fund and series as to which no
timely instructions are received in proportion 

22

<PAGE>

to the voting instructions which are received with respect to all policies
participating in that fund or series. Each person having a voting interest will
receive proxy material, reports and other materials relating to the     
appropriate portfolio.

DISREGARD OF VOTING INSTRUCTIONS. Lincoln Life may, when required by state
insurance regulatory authorities, disregard voting instructions if the
instructions require that the shares be voted so as to cause a change in the
sub-classification or investment objective of any of the funds or series or to
approve or disapprove an investment advisory contract for a fund or series. In
addition, Lincoln Life itself may disregard voting instructions in favor of
changes initiated by a policyowner in the investment policy or the investment
advisor of a fund or series if Lincoln Life reasonably disapproves of such
changes. A change would be disapproved only if the proposed change is contrary
to state law or prohibited by state regulatory authorities or Lincoln Life
determined that the change would have an adverse effect on its General Account
in that the proposed investment policy for any fund or series may result in
overly speculative or unsound investments. In the event Lincoln Life does
disregard voting instructions, a summary of that action and the reasons for     
such action will be included in the next semiannual report to policyowners.

STATE REGULATION OF LINCOLN LIFE AND THE SEPARATE ACCOUNT
Lincoln Life, a stock life insurance company organized under the laws of
Indiana, is subject to regulation by the Insurance Department of the State of
Indiana. An annual statement is filed with the Indiana Department of Insurance
(Department) on or before March 1st of each year covering the operations and
reporting on the financial condition of Lincoln Life as of December 31 of the
preceding year. Periodically, the Department examines the liabilities and
reserves of Lincoln Life and the Separate Account and certifies their adequacy,
and a full examination of Lincoln Life's operations is conducted by the
Department at least once every five years.

In addition, Lincoln Life is subject to the insurance laws and regulations of
other states within which it is licensed or may become licensed to operate.
Generally, the Insurance Department of any other state applies the laws of the
state of domicile in determining permissible investments.

SAFEKEEPING OF THE ACCOUNT'S ASSETS
Lincoln Life holds title to the assets of the Separate Account. The assets are
kept physically segregated and held separate and apart from the General Account
assets. Records are maintained of all purchases and redemptions of fund shares
held by each subaccount. Additional protection is provided in the form of a
blanket fidelity bond which covers directors and employees of Lincoln Life. The
bond, which was issued by Fidelity and Deposit Co. of Maryland covers up to
$25,000,000.

The funds and series do not issue certificates. Thus, Lincoln Life holds the
Separate Account's assets in an open account in lief of stock certificates.

LEGAL PROCEEDINGS
There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject. Lincoln Life is not
involved in any litigation that is of material importance in relation to its
total assets or that relates to the Separate Account.

EXPERTS
The financial statements of the Separate Account and the consolidated financial
statements and schedules of Lincoln Life appearing in this prospectus and
registration statement have been audited by Ernst & Young LLP, independent
auditors, to the extent indicated in their reports thereon also appearing
elsewhere herein and in the registration statement. Such financial statements
and schedules have been included herein in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.

Actuarial matters included in this prospectus have been examined by Denis G.
Schwartz, FSA, as stated in the opinion filed as an exhibit to the Registration
Statement.

ADDITIONAL INFORMATION
A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of l933, as amended, with respect to the
policy offered hereby. This prospectus does not contain all the information set
forth in such registration statement and the amendments and exhibits to such
registration statement, to all of which reference is made for further
information concerning the Separate Account, Lincoln Life and the policy
offered hereby. Statements contained in this prospectus as to the contents of
the policy and other legal instruments are summaries. For a complete statement
of the terms thereof reference is made to such instruments as filed.

                        
                                                                            23

<PAGE>
Appendix A                                     Prf NS  =    Preferred nonsmoker
Base minimum premiums                          Std NS  =    Standard nonsmoker 
Per $1,000 of specified amount*                Prf SM  =    Preferred smoker   
Male (or unisex), age last birthday            Std SM  =    Standard smoker    


<TABLE>
<CAPTION>
Age     Prf NS  Std NS   Prf SM   Std SM    Age    Prf NS    Std NS    Prf SM    Std SM
- -------------------------------------------------------------------------------------------------
<S>     <C>     <C>      <C>      <C>       <C>    <C>       <C>       <C>       <C>
 0        **    3.62       **       **
- -------------------------------------------------------------------------------------------------
 1              2.12                         41      8.33      8.81     11.82     12.18
 2              2.12                         42      8.80      9.28     12.88     13.24
 3              2.12                         43      9.17      9.77     13.81     14.29
 4              2.12                         44      9.69     10.29     15.17     15.53
 5              2.12                         45     10.12     10.84     16.46     16.94
- -------------------------------------------------------------------------------------------------
 6              2.12                         46     10.59     11.43     17.58     18.18
 7              2.12                         47     11.34     12.18     18.69     19.41
 8              2.13                         48     11.98     13.06     20.10     20.82
 9              2.21                         49     12.86     13.94     21.52     22.24
10              2.31                         50     13.80     15.00     22.98     23.82
- -------------------------------------------------------------------------------------------------
11              2.41                         51     14.92     16.24     24.75     25.59
12              2.65                         52     16.03     17.47     26.57     27.53
13              3.00                         53     17.27     18.71     28.74     29.82
14              3.18                         54     18.73     20.29     31.04     32.12
15              3.35                         55     20.26     22.06     33.39     34.59
- -------------------------------------------------------------------------------------------------
16      3.59    3.71     4.29     4.41       56     21.90     23.82     35.66     36.98
17      3.94    4.06     4.64     4.76       57     23.72     25.76     36.62     38.06
18      4.12    4.24     4.82     4.94       58     25.72     27.88     37.59     39.15
19      4.12    4.24     4.82     4.94       59     27.78     30.18     38.68     40.36
20      4.12    4.24     5.00     5.12       60     30.13     32.65     39.90     41.70
- -------------------------------------------------------------------------------------------------
21      4.12    4.24     5.05     5.29       61     32.83     35.47     41.25     43.17
22      4.12    4.24     5.05     5.29       62     34.55     37.43     42.79     44.83
23      4.12    4.24     5.23     5.47       63     35.58     38.70     44.46     46.74
24      4.12    4.24     5.41     5.65       64     36.80     40.04     46.01     48.65
25      4.12    4.24     5.41     5.65       65     38.03     41.51     47.93     50.57
- -------------------------------------------------------------------------------------------------
26      4.17    4.29     5.41     5.65       66     38.73     42.39     51.20     52.47
27      4.36    4.48     5.41     5.65       67     39.58     43.30     53.53     54.93
28      4.57    4.69     5.41     5.65       68     41.17     45.11     55.99     57.52
29      4.78    4.90     5.60     5.84       69     43.28     47.35     58.82     60.26
30      5.01    5.13     5.94     6.18       70     45.66     49.78     61.93     63.21
- -------------------------------------------------------------------------------------------------
31      5.26    5.38     6.18     6.42       71     48.30     52.46     65.39     66.41
32      5.52    5.64     6.50     6.74       72     51.55     55.63     69.24     70.09
33      5.80    5.92     6.84     7.08       73     55.35     59.42     73.74     74.33
34      6.09    6.21     7.20     7.44       74     59.69     63.68     78.52     78.90
35      6.40    6.52     7.58     7.82       75     64.41     68.23     83.30     83.55
- -------------------------------------------------------------------------------------------------
36      6.73    6.85     7.99     8.23       76     69.46     72.85     87.78     88.03
37      7.08    7.20     8.42     8.66       77     74.84     77.72     92.28     92.54
38      7.21    7.57     9.11     9.35       78     80.70               96.81     97.06
39      7.60    7.96     9.88     10.24      79     87.32     88.72    101.48    101.74
40      8.02    8.38     10.76    11.12      80     94.43     95.11    106.44    106.69
- -------------------------------------------------------------------------------------------------

* To determine the death benefit guarantee monthly premium, multiply the specified amount divided 
by 1000 times the number shown for the age and classification of the insured, then add $100 per 
policy and divide the result by 12. Additional amounts are required for riders and/or substandards.

** This classification is not available below the age of 16.
</TABLE>

24

<PAGE>
APPENDIX A CONTINUED                            Prf NS  =    Preferred nonsmoker
Base minimum premiums                           Std NS  =    Standard nonsmoker 
Per $1,000 of specified amount*                 Prf SM  =    Preferred smoker   
Female, age last birthday                       Std SM  =    Standard smoker    


<TABLE>
<CAPTION>
Age     Prf NS    Std NS     Prf SM     Std SM     Age    Prf NS      Std NS        Prf SM      Std SM       
- -------------------------------------------------------------------------------------------------------------
<S>     <C>       <C>        <C>       <C>        <C>     <C>         <C>           <C>         <C>          
 0        **        2.98       **         **                                                                 
- -------------------------------------------------------------------------------------------------------------
 1                  1.76                            41      7.06        7.42          9.29        9.53       
 2                  1.76                            42      7.43        7.79          9.88       10.24       
 3                  1.76                            43      7.70        8.18         10.58       10.94       
 4                  1.76                            44      7.99        8.59         11.64       12.00       
 5                  1.76                            45      8.42        9.02         12.70       13.06       
- -------------------------------------------------------------------------------------------------------------
 6                  1.76                            46      8.76        9.48         13.46       13.94       
 7                  1.76                            47      9.24        9.96         14.34       14.82       
 8                  1.76                            48      9.63       10.47         15.28       15.88       
 9                  1.83                            49     10.06       11.02         16.52       17.12       
10                  1.90                            50     10.69       11.65         17.75       18.35       
- -------------------------------------------------------------------------------------------------------------
11                  1.98                            51     11.57       12.53         19.04       19.76       
12                  2.12                            52     12.33       13.41         20.46       21.18       
13                  2.15                            53     13.21       14.29         21.75       22.59       
14                  2.24                            54     14.15       15.35         23.16       24.00       
15                  2.33                            55     14.92       16.24         24.57       25.41       
- -------------------------------------------------------------------------------------------------------------
16      2.30        2.42       2.76       2.88      56     15.62       16.94         25.69       26.65       
17      2.40        2.52       2.88       3.00      57     16.38       17.82         26.92       27.88       
18      2.51        2.63       3.06       3.18      58     17.15       18.71         28.04       29.12       
19      2.62        2.74       3.13       3.25      59     18.03       19.59         29.27       30.35       
20      2.73        2.85       3.28       3.40      60     19.26       20.82         31.04       32.12       
- -------------------------------------------------------------------------------------------------------------
21      2.85        2.97       3.43       3.55      61     20.73       22.41         33.21       34.41       
22      2.98        3.10       3.58       3.70      62     22.73       24.53         35.60       36.92       
23      3.12        3.24       3.74       3.86      63     25.08       27.00         36.75       38.19       
24      3.25        3.37       3.92       4.04      64     27.61       29.65         37.97       39.53       
25      3.41        3.53       4.10       4.22      65     30.19       32.47         39.19       40.87       
- -------------------------------------------------------------------------------------------------------------
26      3.56        3.68       4.29       4.41      66     32.23       34.59         39.74       41.52       
27      3.73        3.85       4.49       4.61      67     33.48       35.93         40.14       42.12       
28      3.90        4.02       4.71       4.83      68     33.83       36.35         41.44       42.92       
29      4.09        4.21       4.93       5.05      69     34.44       36.92         43.19       44.63       
30      4.28        4.40       5.17       5.29      70     35.49       38.12         45.32       46.67       
- -------------------------------------------------------------------------------------------------------------
31      4.37        4.61       5.42       5.54      71     37.48       40.19         47.97       49.20       
32      4.59        4.83       5.69       5.81      72     39.99       42.75         51.10       52.29       
33      4.82        5.06       5.97       6.09      73     43.05       45.85         54.79       55.89       
34      5.06        5.30       6.27       6.39      74     46.75       49.51         59.11       60.04       
35      5.32        5.56       6.58       6.70      75     50.82       53.53         63.83       64.47       
- -------------------------------------------------------------------------------------------------------------
36      5.59        5.83       6.79       7.03      76     55.39       57.93         68.68       69.06       
37      5.76        6.12       7.14       7.38      77     60.51       62.76         73.61       73.86       
38      6.06        6.42       7.50       7.74      78     66.49       68.31         79.00       79.26       
39      6.38        6.74       7.88       8.12      79     73.50       74.73         84.97       85.22       
40      6.71        7.07       8.58       8.82      80     81.21       81.89         91.60       91.86       
- -------------------------------------------------------------------------------------------------------------
* To determine the death benefit guarantee monthly premium, multiply the specified amount divided by 1000 
times the number shown for the age and classification of the insured, then add $100 per policy and divide the
result by 12. Additional amounts are required for riders and/or substandards.
** This classification is not available below the age of 16.
</TABLE>

                                                                             25

<PAGE>
APPENDIX B

Surrender charges                               Prf NS  =    Preferred nonsmoker
Per $1,000 of specified amount*                 Std NS  =    Standard nonsmoker 
Male (or unisex), age last birthday             Prf SM  =    Preferred smoker   
                                                Std SM  =    Standard smoker    

<TABLE>
<CAPTION>
Age      Prf NS      Std NS      Prf SM      Std SM      Age      Prf NS      Std NS      Prf SM      Std SM
- -----------------------------------------------------------------------------------------------------------------
<S>      <C>         <C>         <C>         <C>         <C>      <C>         <C>         <C>         <C>
 0         **         3.52         **          **
- -----------------------------------------------------------------------------------------------------------------
 1                    2.79                                41       10.98       11.62       15.60       16.06
 2                    2.79                                42       11.59       12.23       16.98       17.47
 3                    2.79                                43       12.10       12.89       18.22       18.85
 4                    2.79                                44       12.78       13.57       20.02       20.48
 5                    2.79                                45       13.35       14.30       21.71       22.35
- -----------------------------------------------------------------------------------------------------------------
 6                    2.79                                46       13.97       15.09       23.19       23.98
 7                    2.79                                47       14.96       16.06       24.66       25.61
 8                    2.79                                48       15.80       17.23       26.53       27.48
 9                    2.90                                49       16.96       18.39       28.40       29.35
10                    3.04                                50       18.22       19.80       30.34       31.44
- -----------------------------------------------------------------------------------------------------------------
11                    3.17                                51       19.69       21.43       32.65       33.77
12                    3.48                                52       21.14       23.06       35.07       36.32
13                    3.96                                53       22.79       24.68       37.93       39.36
14                    4.18                                54       24.73       26.77       40.96       42.39
15                    4.42                                55       26.73       29.11       44.07       45.65
- -----------------------------------------------------------------------------------------------------------------
16         4.73       4.88         5.65        5.81       56       28.91       31.44       47.06       48.40
17         5.19       5.35         6.12        6.27       57       31.31       33.99       48.33       48.40
18         5.43       5.59         6.36        6.51       58       33.95       36.81       48.40       48.40
19         5.43       5.59         6.36        6.51       59       36.65       39.82       48.40       48.40
20         5.43       5.59         6.58        6.75       60       39.75       43.08       48.40       48.40
- -----------------------------------------------------------------------------------------------------------------
21         5.43       5.59         6.67        6.97       61       43.32       46.82       48.40       48.40
22         5.43       5.59         6.67        6.97       62       45.58       48.40       48.40       48.40
23         5.43       5.59         6.89        7.22       63       46.97       48.40       48.40       48.40
24         5.43       5.59         7.13        7.44       64       48.40       48.40       48.40       48.40
25         5.43       5.59         7.13        7.44       65       48.40       48.40       48.40       48.40
- -----------------------------------------------------------------------------------------------------------------
26         5.50       5.65         7.13        7.44       66       48.40       48.40       48.40       48.40
27         5.74       5.92         7.13        7.44       67       48.40       48.40       48.40       48.40
28         6.03       6.18         7.13        7.44       68       48.12       48.12       48.40       48.40
29         6.31       6.47         7.37        7.70       69       47.85       47.85       48.35       48.35
30         6.60       6.78         7.83        8.14       70       47.62       47.62       48.28       48.28
- -----------------------------------------------------------------------------------------------------------------
31         6.93       7.08         8.14        8.47       71       47.42       47.42       48.21       48.21
32         7.28       7.44         8.56        8.89       72       47.24       47.24       48.18       48.18
33         7.66       7.81         9.02        9.33       73       47.06       47.06       48.17       48.17
34         8.03       8.18         9.50        9.81       74       46.79       46.86       48.14       48.14
35         8.45       8.60         9.99       10.32       75       46.44       46.79       47.85       47.85
- -----------------------------------------------------------------------------------------------------------------
36         8.87       9.04        10.54       10.85       76       46.06       46.44       46.81       46.81
37         9.35       9.50        11.11       11.42       77       45.38       46.06       45.65       45.65
38         9.50       9.99        12.01       12.34       78       44.08       45.38       44.37       44.37
39        10.03      10.49        13.02       13.51       79       42.67       42.67       42.96       42.96
40        10.58      11.04        14.19       14.67       80       41.12       41.12       41.41       41.41
- -----------------------------------------------------------------------------------------------------------------
* For requested increases in the specified amount, the applicable surrender charge will be two-thirds that of the 
  corresponding surrender charge listed above.

** This classification is not available below the age of 16.
</TABLE>

26

<PAGE>
APPENDIX B CONTINUED

Surrender charges                       Prf NS  =    Preferred nonsmoker
Per $1,000 of specified amount*         Std NS  =    Standard nonsmoker 
Female, age last birthday               Prf SM  =    Preferred smoker   
                                        Std SM  =    Standard smoker    


<TABLE>
<CAPTION>
Age      Prf NS      Std NS      Prf SM      Std SM      Age      Prf NS      Std NS      Prf SM      Std SM
- --------------------------------------------------------------------------------------------------------------
<S>      <C>         <C>         <C>         <C>         <C>      <C>         <C>         <C>         <C>       
 0         **          2.90        **        **
- --------------------------------------------------------------------------------------------------------------
 1                     2.31                               41        9.31        9.79       12.25       12.56
 2                     2.31                               42        9.79       10.27       13.02       13.51
 3                     2.31                               43       10.14       10.78       13.95       14.43
 4                     2.31                               44       10.54       11.33       15.36       15.84
 5                     2.31                               45       11.11       11.90       16.76       17.23
- --------------------------------------------------------------------------------------------------------------
 6                     2.31                               46       11.55       12.50       17.75       18.39 
 7                     2.31                               47       12.19       13.13       18.92       19.56 
 8                     2.31                               48       12.72       13.82       20.17       20.97 
 9                     2.40                               49       13.27       14.54       21.80       22.59 
10                     2.51                               50       14.10       15.36       23.43       24.22 
- --------------------------------------------------------------------------------------------------------------
11                     2.62                               51       15.27       16.52       25.12       26.07 
12                     2.79                               52       16.28       17.69       26.99       27.94 
13                     2.82                               53       17.42       18.85       28.69       29.81 
14                     2.95                               54       18.68       20.26       30.56       31.68 
15                     3.06                               55       19.69       21.43       32.43       33.53 
- --------------------------------------------------------------------------------------------------------------
16         3.04        3.19        3.63        3.78       56       20.61       22.35       33.90       35.16 
17         3.17        3.32        3.78        3.96       57       21.63       23.52       35.53       36.81 
18         3.30        3.45        4.03        4.18       58       22.62       24.68       37.00       38.43 
19         3.45        3.61        4.14        4.29       59       23.78       25.85       38.63       40.06 
20         3.61        3.76        4.31        4.47       60       25.41       27.48       40.96       42.39 
- --------------------------------------------------------------------------------------------------------------
21         3.76        3.92        4.51        4.66       61       27.37       29.57       43.82       45.41
22         3.92        4.09        4.71        4.88       62       29.99       32.36       46.97       48.40
23         4.11        4.27        4.93        5.08       63       33.09       35.64       48.40       48.40
24         4.29        4.44        5.17        5.32       64       36.43       39.12       48.40       48.40
25         4.49        4.64        5.39        5.57       65       39.84       42.86       48.40       48.40
- --------------------------------------------------------------------------------------------------------------
26         4.69        4.86        5.65        5.81       66       43.19       46.35       48.40       48.40
27         4.91        5.08        5.92        6.07       67       45.56       48.40       48.40       48.40
28         5.15        5.30        6.20        6.36       68       46.75       48.40       48.40       48.40
29         5.39        5.54        6.51        6.67       69       48.17       48.17       48.31       48.31
30         5.65        5.81        6.82        6.97       70       47.78       47.78       47.97       47.97
- --------------------------------------------------------------------------------------------------------------
31         5.76        6.07        7.15        7.30       71       47.41       47.41       47.67       47.67
32         6.05        6.36        7.50        7.66       72       46.96       46.96       47.41       47.41
33         6.36        6.67        7.88        8.03       73       46.38       46.38       47.11       47.11
34         6.67        7.00        8.27        8.43       74       45.76       45.76       46.71       46.71
35         7.02        7.33        8.69        8.84       75       45.13       45.13       46.22       46.22
- --------------------------------------------------------------------------------------------------------------
36         7.37        7.70        8.95        9.26       76       44.54       44.54       45.73       45.73
37         7.59        8.07        9.42        9.72       77       43.99       43.99       45.30       45.30
38         7.99        8.47        9.90       10.21       78       43.48       43.48       44.06       44.06
39         8.40        8.89       10.41       10.71       79       42.51       42.51       42.65       42.60 
40         8.84        9.33       11.33       11.64       80       40.94       40.94       41.07       41.07
- --------------------------------------------------------------------------------------------------------------
* For requested increases in the specified amount, the applicable surrender charge will be two-thirds that 
  of the corresponding surrender charge listed above.

** This classification is not available below the age of 16.

</TABLE>
                                                                             27

<PAGE>
APPENDIX C

EXECUTIVE OFFICERS AND DIRECTORS
LINCOLN NATIONAL LIFE INSURANCE CO.

<TABLE>
<CAPTION>

NAME, ADDRESS AND POSITION(S)
WITH REGISTRANT                     PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>
TIMOTHY J. ALFORD                   Senior Vice President (formerly Vice President and Second Vice President), 
SENIOR VICE PRESIDENT               Lincoln National Life Insurance Co.
One Reinsurance Place
1700 Magnavox Way
Fort Wayne, Ind. 46804
- -----------------------------------------------------------------------------------------------------------------------------
NEAL ARNOLD                         Vice President (formerly Second Vice President), Lincoln National Life Insurance Co. 
VICE PRESIDENT
- -----------------------------------------------------------------------------------------------------------------------------
ROBERT A. ANKER                     President and Chief Operating Officer, Lincoln National Corp. and Chairman and 
CHAIRMAN OF THE BOARD, CHIEF        Chief Executive Officer (formerly President and Chief Operating Officer) Lincoln 
EXECUTIVE OFFICER AND DIRECTOR      National Life Insurance Co. Formerly: Chairman; President, American States 
200 East Berry Street               Insurance Co.; Executive Vice President, American States Life Insurance Co.
Fort Wayne, Ind. 46802
- -----------------------------------------------------------------------------------------------------------------------------
CARL L. BAKER                       Vice President and Deputy General Counsel (formerly Associate General Counsel); 
VICE PRESIDENT AND                  Lincoln National Life Insurance Co.
DEPUTY GENERAL COUNSEL
- -----------------------------------------------------------------------------------------------------------------------------
ROLAND C. BAKER                     President, First Penn-Pacific Life Insurance Co. Formerly: Chairman and CEO,
VICE PRESIDENT                      Baker, Ralish, Shipley & Politzer, Inc. 
1801 S. Meyers Road 
Oakbrook Terrace, Ill. 60181
- -----------------------------------------------------------------------------------------------------------------------------
DAVID N. BECKER                     Vice President, Lincoln National Life Insurance Co. 
VICE PRESIDENT,
APPOINTED ACTUARY AND 
VALUATION ACTUARY
- -----------------------------------------------------------------------------------------------------------------------------
JOANN E. BECKER                     Vice President, Lincoln National Life Insurance Co. and Lincoln Investment 
VICE PRESIDENT                      Management Inc.; President, The Richard Leahy Corp. and President, LNC Equity Sales 
200 East Berry Street               Corp.
Fort Wayne, Ind. 46802
- -----------------------------------------------------------------------------------------------------------------------------
JOHN M. BEHRENDT                    Vice President, Lincoln National Life Insurance Co. and Lincoln Financial 
VICE PRESIDENT                      Group, Inc. Formerly: President, LNC Equity Sales Corp.
- -----------------------------------------------------------------------------------------------------------------------------
JON A. BOSCIA                       President and Chief Operating Officer, Lincoln National Life Insurance Co. 
PRESIDENT, DIRECTOR AND             Formerly: President; Executive Vice President, Lincoln Investment Management Inc.  
CHIEF OPERATING OFFICER                     
- -----------------------------------------------------------------------------------------------------------------------------
CAROLYN P. BRODY                    Vice President (formerly Second Vice President), Lincoln National Life Insurance Co. 
VICE PRESIDENT
- -----------------------------------------------------------------------------------------------------------------------------
STEVEN R. BRODY                     Senior Vice President (formerly Executive Vice President), Lincoln Investment 
VICE PRESIDENT                      Management Inc.
200 East Berry Street
Fort Wayne, Ind. 46802
- -----------------------------------------------------------------------------------------------------------------------------
HAROLD B. CARSTENSEN, JR.           Vice President, Lincoln National Life Insurance Co. Formerly: Software 
VICE PRESIDENT                      Director, Magnavox Electronic Systems Co.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


28

<PAGE>
APPENDIX C

EXECUTIVE OFFICERS AND DIRECTORS
LINCOLN NATIONAL LIFE INSURANCE CO.

<TABLE>
<CAPTION>

Name, address and position(s)
with applicant                      PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>
DONALD C. CHAMBERS, M.D.            Senior Vice President and Chief Medical Director (formerly Vice President and 
SENIOR VICE PRESIDENT AND           Chief Medical Director), Lincoln National Life Insurance Co.
CHIEF MEDICAL DIRECTOR
One Reinsurance Place
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- -----------------------------------------------------------------------------------------------------------------------------
THOMAS L. CLAGG                     Vice President and Associate General Counsel, Lincoln National Life Insurance Co. 
VICE PRESIDENT AND
ASSOCIATE GENERAL COUNSEL
- -----------------------------------------------------------------------------------------------------------------------------
KENNETH J. CLARK                    Senior Vice President (formerly Vice President), Lincoln National Life Insurance Co. 
SENIOR VICE PRESIDENT 
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- -----------------------------------------------------------------------------------------------------------------------------
KELLY D. CLEVENGER                  Vice President, Lincoln National Life Insurance Co.
VICE PRESIDENT
- -----------------------------------------------------------------------------------------------------------------------------
MARTHA O. D'AMBROSIO                Vice President and General Auditor, Lincoln National Corp. and Lincoln National Life 
VICE PRESIDENT AND                  Insurance Co. Formerly: Senior Manager, KPMG Peat Marwick.
GENERAL AUDITOR
- -----------------------------------------------------------------------------------------------------------------------------
ARTHUR W. DETORE, M.D.              Vice President (formerly Second Vice President), Lincoln National Life Insurance Co. 
VICE PRESIDENT                      Formerly: Vice President, Lincoln National Risk Management, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
C. LAWRENCE EDRIS                   Vice President (formerly Senior Vice President), Lincoln National Life Insurance Co.
VICE PRESIDENT
- -----------------------------------------------------------------------------------------------------------------------------
THOMAS W. FITCH                     Vice President, First Penn-Pacific Life Insurance Co. and Lincoln National
VICE PRESIDENT                      Life Insurance Co.
1801 S. Meyers Road 
Oakbrook Terrace, Ill. 60181
- -----------------------------------------------------------------------------------------------------------------------------
ELIZABETH A. FREDERICK              Vice President (formerly Second Vice President) and Associate General Counsel, 
VICE PRESIDENT AND                  Lincoln National Life Insurance Co.
ASSOCIATE GENERAL COUNSEL
- -----------------------------------------------------------------------------------------------------------------------------
LUCY D. GASE                        Vice President and Assistant Secretary (formerly Second Vice President; Assistant Vice 
VICE PRESIDENT AND                  President), Lincoln National Life Insurance Co. 
ASSISTANT SECRETARY
- -----------------------------------------------------------------------------------------------------------------------------
MELANIE T. HALL                     Vice President (formerly Second Vice President; Assistant Vice President), Lincoln 
VICE PRESIDENT                      National Life Insurance Co.
- -----------------------------------------------------------------------------------------------------------------------------
PHILLIP A. HARTMAN                  Vice President, Lincoln National Life Insurance Co. 
VICE PRESIDENT                      and Lincoln Financial Group, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
J. MICHAEL HEMP                     Senior Vice President (formerly Regional Chief Executive Officer), Lincoln Dallas RMO
SENIOR VICE PRESIDENT
- -----------------------------------------------------------------------------------------------------------------------------
MATTHEW P. HENDERSON                Vice President, Lincoln National Life Insurance Co. (formerly 
VICE PRESIDENT                      Vice President, Second Vice President), Lincoln National Corp.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                             29

<PAGE>
APPENDIX C

EXECUTIVE OFFICERS AND DIRECTORS
LINCOLN NATIONAL LIFE INSURANCE CO.

<TABLE>
<CAPTION>

Name, address and position(s)
with applicant                      PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>
DAVID A. HOPPER                     Vice President, Lincoln National Life Insurance Co. 
VICE PRESIDENT 
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- -----------------------------------------------------------------------------------------------------------------------------
JAMES R. HOREIN                     Senior Vice President, Lincoln National Life Insurance Co.
SENIOR VICE PRESIDENT
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- -----------------------------------------------------------------------------------------------------------------------------
JACK D. HUNTER                      Executive Vice President and General Counsel, Lincoln National Corp. and The 
EXECUTIVE VICE PRESIDENT,           Lincoln National Life Insurance Co.
GENERAL COUNSEL AND DIRECTOR
200 East Berry Street
Fort Wayne, Ind. 46802
- -----------------------------------------------------------------------------------------------------------------------------
J. MICHAEL KEEFER                   Vice President and Associate General Counsel, Lincoln National Corp. 
VICE PRESIDENT AND
ASSOCIATE GENERAL COUNSEL
200 East Berry Street
Fort Wayne, Ind. 46802
- -----------------------------------------------------------------------------------------------------------------------------
DONALD E. KELLER                    Vice President (formerly Second Vice President), Lincoln National Life Insurance Co.
VICE PRESIDENT
- -----------------------------------------------------------------------------------------------------------------------------
LAWRENCE T. KISSKO                  Vice President, Lincoln Investment Management Inc.
VICE PRESIDENT
- -----------------------------------------------------------------------------------------------------------------------------
MICHAEL C. LA FRENAIS               Vice President, Lincoln National Life Insurance Co. Formerly: Assistant Vice President,
VICE PRESIDENT                      Aurora Life Assurance Co.
- -----------------------------------------------------------------------------------------------------------------------------
STEPHEN H. LEWIS                    Senior Vice President, Lincoln National Life Insurance Co. Formerly 
SENIOR VICE PRESIDENT               President, First Penn-Pacific Life Insurance Co.
- -----------------------------------------------------------------------------------------------------------------------------
EDWARD B. MARTIN                    Vice President (formerly Senior Vice President), Lincoln National Life Insurance Co.;
VICE PRESIDENT                      President and CEO (formerly Executive Vice President and COO), Corporate Benefit 
                                    Systems Services Corp.
- -----------------------------------------------------------------------------------------------------------------------------
H. THOMAS MCMEEKIN                  President (formerly Executive Vice President, Senior Vice President), Lincoln
DIRECTOR                            Investment Management Inc.; Executive Vice President (formerly Senior Vice
200 East Berry Street               President), Lincoln National Corp.
Fort Wayne, Ind. 46802
- -----------------------------------------------------------------------------------------------------------------------------
REED P. MILLER                      Vice President (formerly Senior Vice President), Lincoln National Life Insurance 
VICE PRESIDENT                      Co. Formerly: Senior Vice President; Vice President, Lincoln National Corp.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>



30



<PAGE>
APPENDIX C CONTINUED

EXECUTIVE OFFICERS AND DIRECTORS
LINCOLN NATIONAL LIFE INSURANCE CO.

<TABLE>
<CAPTION>

Name, address and position(s)
with applicant                      PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>
OLIVER H. G. NICHOLS                Vice President, Lincoln Investment Management Inc. Formerly Vice 
VICE PRESIDENT                      President, Aetna Life & Casualty Co. 
200 East Berry Street
Fort Wayne, Ind. 46802
- -----------------------------------------------------------------------------------------------------------------------------
DAVID M. ONGMAN                     Vice President, Lincoln National Life Insurance Co. Formerly: Consultant, Computer
VICE PRESIDENT                      Horizons Group; Vice President, The Associated Group; Consulting Center Manager, 
                                    James Martin & Co.
- -----------------------------------------------------------------------------------------------------------------------------
ARTHUR L. PAGE                      Vice President (formerly Second Vice President), Lincoln National Life Insurance Co.
VICE PRESIDENT
- -----------------------------------------------------------------------------------------------------------------------------
RAYMOND L. PROSSER                  Vice President and Associate General Counsel, Lincoln National Life Insurance Co.
VICE PRESIDENT AND                  (formerly Second Vice President and Director of Claims), Lincoln National Life
ASSOCIATE GENERAL COUNSEL           Insurance Co.; Associate General Counsel, Lincoln National Corp. and Lincoln 
One Reinsurance Place               National Life Insurance Co.
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- -----------------------------------------------------------------------------------------------------------------------------
IAN M. ROLLAND                      Chairman and Chief Executive Officer, Lincoln National Corp. (formerly Chairman and 
DIRECTOR                            Chief Executive Officer, President), Lincoln National Life Insurance Co.
200 East Berry Street
Fort Wayne, Ind. 46802
- -----------------------------------------------------------------------------------------------------------------------------
ARTHUR S. ROSS                      Vice President, Lincoln National Life Insurance Co. and Lincoln Financial Group Inc.
VICE PRESIDENT                      Formerly: Director of PR, Guthrie Group; President and COO, Quorum Comm.
- -----------------------------------------------------------------------------------------------------------------------------
LAWRENCE T. ROWLAND                 Senior Vice President (formerly Vice President and Second Vice President), 
SENIOR VICE PRESIDENT               Lincoln National Life Insurance Co.
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- -----------------------------------------------------------------------------------------------------------------------------
KEITH J. RYAN                       Vice President, Chief Financial Officer and Assistant Treasurer (formerly Controller, 
VICE PRESIDENT, CHIEF               Business Controls Director), Lincoln National Life Insurance Co. 
Financial Officer and
Assistant Treasurer
- -----------------------------------------------------------------------------------------------------------------------------
GABRIEL L. SHAHEEN                  Executive Vice President (formerly Senior Vice President; Vice President), Lincoln 
EXECUTIVE VICE PRESIDENT            National Life Insurance Co.
AND DIRECTOR
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- -----------------------------------------------------------------------------------------------------------------------------
JOHN L. STEINKAMP                    Vice President and Associate General Counsel, Lincoln National Corp.
VICE PRESIDENT AND 
ASSOCIATE GENERAL COUNSEL
200 East Berry Street
Fort Wayne, Ind. 46802
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                             31

<PAGE>
APPENDIX C continued

Executive officers and directors
Lincoln National Life Insurance Co.

<TABLE>
<CAPTION>

Name, address and position(s)
with applicant                Principal occupations last five years
- ---------------------------------------------------------------------------------------------------------------------
<S>                           <C>
Casey J. Trumble              Vice President, Lincoln National Corp. Formerly: tax partner, KPMG Peat Marwick.
Vice President 
200 East Berry Street
Fort Wayne, Ind. 46802
- ---------------------------------------------------------------------------------------------------------------------
James A. Tunis                Vice President, Lincoln National Life Insurance Co. (formerly President), 
Vice President                Lincoln National Information Services, Inc.
- ---------------------------------------------------------------------------------------------------------------------
William K. Tyler              Senior Vice President, Lincoln National Life Insurance Co.
Senior Vice President 
and Assistant Treasurer 
One Reinsurance Place 
1700 Magnavox Way 
Fort Wayne, Ind. 46804
- ---------------------------------------------------------------------------------------------------------------------
Michael R. Walker             Vice President, Lincoln National Life Insurance Co. Formerly: Vice President, Employers
Vice President                Health Insurance Co; Vice President/HR, Baker Hughes, Inc.
- ---------------------------------------------------------------------------------------------------------------------
Janet C. Whitney              Vice President and Treasurer, Lincoln National Life Insurance Co. (formerly Vice 
Vice President and            President and General Auditor), Lincoln National Corp. and Lincoln National 
Treasurer                     Life Insurance Co. 
200 East Berry Street
Fort Wayne, Ind. 46802
- ---------------------------------------------------------------------------------------------------------------------
Michael D. Wilkins            Vice President and Associate General Counsel, Lincoln National Corp.
Vice President and
Associate General Counsel
200 East Berry Street
Fort Wayne, Ind. 46802
- ---------------------------------------------------------------------------------------------------------------------
C. Suzanne Womack             Secretary and Assistant Vice President, Lincoln National Corp. and Lincoln 
Secretary and                 National Life Insurance Co. 
Assistant Vice President
200 East Berry Street
Fort Wayne, Ind. 46802
- ---------------------------------------------------------------------------------------------------------------------
   
O. Douglas Worthington        Vice President, Controller and Assistant Treasurer, Lincoln National Life Insurance 
Vice President, Controller    Co. (formerly Vice President), Lincoln Investment Management Inc.
    
and Assistant Treasurer
- ---------------------------------------------------------------------------------------------------------------------
Michael L. Wright             Senior Vice President, Lincoln National Life Insurance Co. Formerly: 
Senior Vice President         Executive Vice President & COO; Senior Vice President, The Associated Group.
- ---------------------------------------------------------------------------------------------------------------------
Katherine K. Wyss             Vice President (formerly Second Vice President), Lincoln National Life Insurance Co. 
Vice President
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

* The principal business address of each person listed, unless otherwise
indicated, is 1300 South Clinton Street, P.O. Box 1110, Fort Wayne, Ind. 46801.


<PAGE>
APPENDIX D

ILLUSTRATIONS OF POLICY VALUES

The following tables have been prepared to help show how values under the
policy change with investment performance. The tables show Type 1 death
benefits, policy values, and net cash surrender values for each of the first 10
policy years, and for every five year period thereafter through the thirtieth
policy year, assuming that the return on the assets invested in the account
were a uniform, gross, after tax, annual rate of 0%, 6%, and 12%. The actual
death benefits and net cash surrender values would be different from those
shown if different policyowner underwriting assumptions were used or if the
returns averaged 0%, 6%, and 12% but fluctuated over and under those averages
throughout the years.

The death benefits and net cash surrender values shown on pages using current
charges are approximately those likely to be provided under the policy for the
investment returns indicated, assuming that the current percent of premium
charge is deducted, the current cost of insurance charges are deducted, and the
current mortality and expense risk charge is deducted. Although the
contract allows for a maximum percent of premium charge, maximum cost of
insurance charges specified in the l980 Commissioners Standard Ordinary Smoker
and Nonsmoker tables, and a maximum mortality and expense risk charge of .90%,
Lincoln Life expects that it will continue to charge the current percent of
premium charge, the current cost of insurance charges, and the current
mortality and expense risk charge for the indefinite future. The figures shown
on pages using guaranteed maximum charges show the death benefits and net cash
surrender values which would result if the guaranteed maximum percent of
premium charge, the guaranteed maximum cost of insurance charges, and the
guaranteed maximum mortality and expense risk charge were deducted. However,
these are primarily of interest only to show by comparison the benefits of the
lower current charges.

In each of the illustrations, the gross investment result is indicated and the
net investment result is listed below in parentheses. The net investment
results are lower than the gross investment results because the daily Asset
management charge and the daily mortality and expense risk charge are deducted
from the gross investment results. The gross investment results used in the
illustrations are also reduced by other expenses reflected in the value of the
net assets of the funds or series, including printing, mailing, Directors'
fees, etc. For purposes of the illustrations, this reduction is .14%, which is
the estimated recent average of these expenses. The asset management charge is
 .60%, which is the current average charge for the subaccounts. (However, this
average reflects a temporary waiver of charges in regards to the three series
of the Delaware Group Premium Fund, Inc. See the Delaware Group Premium Fund,
Inc. prospectus for details.) The mortality and expense risk charge reflects a
reduction of .04% to offset excess miscellaneous fund expenses and is .64% for
the current actual charge and .90% for the guaranteed maximum charge. Thus, for
example, based on current charges and expenses a 6% gross return results in a
4.62% net return. The net return is indicated in parentheses below the gross
return.



                                                                              33

<PAGE>
MULTI FUND(R)

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Male issue age 35  
Standard nonsmoker  
$100,000 specified amount
$1,300 annual premium using current charges

<TABLE>
<CAPTION>

                    Death benefit                         Policy value                         Net cash surrender value
                    ------------------------------------- ------------------------------------ -------------------------------------
                    assuming hypothetical                 assuming hypothetical                assuming hypothetical
        Premiums    gross (and net)                       gross (and net)                      gross (and net)
        accumulated annual investment return of           annual investment return of          annual investment return of
End of  at 5%       ------------------------------------- ------------------------------------ -------------------------------------
policy  interest      0% gross    6% gross    12% gross     0% gross    6% gross    12% gross    0% gross    6% gross     12% gross
year    per year   (-1.38% net) (4.62% net) (10.62% net) (-1.38% net) (4.62% net) (10.62% net) (-1.38% net) (4.62% net) (10.62% net)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>           <C>         <C>         <C>           <C>          <C>        <C>         <C>          <C>         <C>       
 1      $ 1,365       $100,000    $100,000    $100,000      $   974       $ 1,040   $  1,107     $   114      $   180     $    247 
 2        2,798        100,000     100,000     100,000        1,927         2,122      2,325       1,067        1,262        1,465 
 3        4,303        100,000     100,000     100,000        2,858         3,243      3,662       1,998        2,383        2,802 
 4        5,883        100,000     100,000     100,000        3,764         4,405      5,130       2,904        3,545        4,270 
 5        7,542        100,000     100,000     100,000        4,647         5,611      6,744       3,787        4,751        5,884 
- ------------------------------------------------------------------------------------------------------------------------------------
 6        9,285        100,000     100,000     100,000        5,504         6,859      8,518       4,687        6,042        7,701 
 7       11,114        100,000     100,000     100,000        6,334         8,150     10,467       5,560        7,376        9,693 
 8       13,035        100,000     100,000     100,000        7,138         9,488     12,611       6,407        8,757       11,880 
 9       15,051        100,000     100,000     100,000        7,913        10,871     14,971       7,225       10,183       14,283 
10       17,169        100,000     100,000     100,000        8,660        12,303     17,568       8,058       11,701       16,966 
- ------------------------------------------------------------------------------------------------------------------------------------
15       29,455        100,000     100,000     100,000       11,899        20,206     35,132      11,727       20,034       34,960
20       45,135        100,000     100,000     100,660       14,076        29,416     64,114      14,076       29,416       64,114
25       65,147        100,000     100,000     149,972       14,646        39,979    111,919      14,646       39,979      111,919
30       90,689        100,000     100,000     231,505       13,050        52,337    189,758      13,050       52,337      189,758
</TABLE>
 
The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .60% asset management charge, a .64% current mortality
and expense risk charge (temporarily reduced from .68% until at least May 1,
1997) and other expenses estimated at .14%. Values illustrated are also net of
any other applicable contract charges, such as premium expenses,
administration, and cost of insurance charges.



34

<PAGE>
MULTI FUND(R)

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Male issue age 35  
Standard nonsmoker  
$100,000 specified amount
$1,300 annual premium using guaranteed charges

<TABLE>
<CAPTION>

                    Death benefit                         Policy value                         Net cash surrender value             
                    ------------------------------------- ------------------------------------ -------------------------------------
                    assuming hypothetical                 assuming hypothetical                assuming hypothetical                
        Premiums    gross (and net)                       gross (and net)                      gross (and net)                      
        accumulated annual investment return of           annual investment return of          annual investment return of        
End of  at 5%       ------------------------------------- ------------------------------------ -------------------------------------
policy  interest      0% gross     6% gross    12% gross     0% gross   6% gross   12% gross     0% gross    6% gross     12% gross
year    per year   (-1.64% net) (4.36% net) (10.36% net) (-1.64% net) (4.36% net) (10.36% net) (-1.64% net) (4.36% net) (10.36% net)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>            <C>         <C>         <C>           <C>          <C>        <C>         <C>          <C>         <C>       
 1        $ 1,365      $100,000     $100,000     $100,000      $   944     $ 1,009    $  1,074    $    84      $   149      $    214
 2          2,798       100,000      100,000      100,000        1,866       2,056       2,253      1,006        1,196         1,393
 3          4,303       100,000      100,000      100,000        2,763       3,137       3,544      1,903        2,277         2,684
 4          5,883       100,000      100,000      100,000        3,634       4,256       4,958      2,774        3,396         4,098
 5          7,542       100,000      100,000      100,000        4,480       5,412       6,509      3,620        4,552         5,649
- ------------------------------------------------------------------------------------------------------------------------------------
 6          9,285       100,000      100,000      100,000        5,298       6,606       8,207      4,481        5,789         7,390
 7         11,114       100,000      100,000      100,000        6,088       7,837      10,068      5,314        7,063         9,294
 8         13,035       100,000      100,000      100,000        6,849       9,107      12,110      6,118        8,376        11,379
 9         15,051       100,000      100,000      100,000        7,581      10,418      14,351      6,893        9,730        13,663
10         17,169       100,000      100,000      100,000        8,282      11,769      16,811      7,680       11,167        16,209
- ------------------------------------------------------------------------------------------------------------------------------------
15         29,455       100,000      100,000      100,000       11,274      19,145      33,291     11,102       18,973        33,119
20         45,135       100,000      100,000      100,000       13,177      27,552      60,084     13,177       27,552        60,084
25         65,147       100,000      100,000      139,260       13,384      36,850     103,926     13,384       36,850       103,926
30         90,689       100,000      100,000      212,577       10,830      46,868     174,244     10,830       46,868       174,244
</TABLE>



The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .60% asset management charge, a .90% guaranteed
maximum mortality and expense risk charge (temporarily reduced from .68 until
at least May 1, 1997)  and other expenses estimated at .14%. Values illustrated
are also net of any other applicable contract charges, such as premium
expenses, administration, and cost of insurance charges.


                                                                              35

<PAGE>
MULTI FUND(R)

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Male issue age 35  
Standard smoker  
$100,000 specified amount
$1,650 annual premium using current charges


<TABLE>
<CAPTION>
                   Death benefit                        Policy value                          Net cash surrender value
                   ----------------------------------   ------------------------------------  -------------------------------------
                   assuming hypothetical                assuming hypothetical                 assuming hypothetical
        Premiums   gross (and net)                      gross (and net)                       gross (and net)
       accumulated annual investment return of          annual investment return of           annual investment return of
End of  at 5%      ----------------------------------   ------------------------------------  -------------------------------------
policy  interest   0% gross     6% gross    12% gross     0% gross     6% gross 1  2% gross     0% gross     6% gross    12% gross
year    per year   (-1.38% net) (4.62% net) (10.62% net) (-1.38% net) (4.62% net) (10.62% net) (-1.38% net) (4.62% net) (10.62% net)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>         <C>          <C>         <C>          <C>          <C>         <C>          <C>          <C>         <C>
 1      $ 1,733    $100,000     $100,000    $100,000     $ 1,228      $ 1,312      $ 1,397     $   196      $   280     $    365
 2        3,552     100,000      100,000     100,000       2,430        2,676        2,933       1,398        1,644        1,901
 3        5,462     100,000      100,000     100,000       3,596        4,084        4,613       2,564        3,052        3,581
 4        7,467     100,000      100,000     100,000       4,727        5,538        6,453       3,695        4,506        5,421 
 5        9,573     100,000      100,000     100,000       5,823        7,041        8,472       4,791        6,009        7,440
- -----------------------------------------------------------------------------------------------------------------------------------
 6       11,784     100,000      100,000     100,000       6,886        8,596       10,690       5,906        7,615        9,710  
 7       14,106     100,000      100,000     100,000       7,905       10,196       13,119       6,977        9,267       12,191   
 8       16,544     100,000      100,000     100,000       8,882       11,843       15,785       8,005       10,966       14,908  
 9       19,104     100,000      100,000     100,000       9,817       13,543       18,715       8,992       12,717       17,890  
10       21,791     100,000      100,000     100,000      10,712       15,298       21,942       9,990       14,576       21,220  
- -----------------------------------------------------------------------------------------------------------------------------------
15       37,385     100,000      100,000     100,000      14,393       24,842       43,730      14,187       24,636       43,524
20       57,287     100,000      100,000     125,036      16,391       35,733       79,641      16,391       35,733       79,641
25       82,687     100,000      100,000     184,698      16,277       48,446      137,834      16,277       48,446      137,834
30      115,105     100,000      100,000     282,874      13,065       63,838      231,864      13,065       63,838      231,864
     
</TABLE>

The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .60% asset management charge, a .64% current mortality
and expense risk charge (temporarily reduced from .68% until at least May 1,
1997) and other expenses estimated at .14%. Values illustrated are also net of
any other applicable contract charges, such as premium expenses,
administration, and cost of insurance charges.


36

<PAGE>
MULTI FUND(R)

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Male issue age 35  
Standard smoker  
$100,000 specified amount
$1,650 annual premium using guaranteed charges


<TABLE>
<CAPTION>
                   Death benefit                        Policy value                          Net cash surrender value
                   ----------------------------------   ------------------------------------  -------------------------------------
                   assuming hypothetical                assuming hypothetical                 assuming hypothetical
        Premiums   gross (and net)                      gross (and net)                       gross (and net)
       accumulated annual investment return of          annual investment return of           annual investment return of
End of  at 5%      ----------------------------------   ------------------------------------  -------------------------------------
policy  interest   0% gross     6% gross    12% gross    0% gross     6% gross    12% gross     0% gross     6% gross    12% gross
year    per year   (-1.64% net) (4.36% net) (10.36% net) (-1.64% net) (4.36% net) (10.36% net) (-1.64% net) (4.36% net) (10.36% net)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>         <C>          <C>         <C>          <C>          <C>         <C>          <C>          <C>         <C>

 1      $ 1,733    $100,000     $100,000    $100,000     $ 1,172      $ 1,254      $ 1,336     $   140       $   222    $    304
 2        3,552     100,000      100,000     100,000       2,309        2,546        2,793       1,277         1,514       1,761  
 3        5,462     100,000      100,000     100,000       3,407        3,874        4,382       2,375         2,842       3,350  
 4        7,467     100,000      100,000     100,000       4,463        5,237        6,112       3,431         4,205       5,080  
 5        9,573     100,000      100,000     100,000       5,476        6,634        7,997       4,444         5,602       6,965  
                                                                                                                                 
 6       11,784     100,000      100,000     100,000       6,443        8,063       10,051       5,462         7,083       9,070  
 7       14,106     100,000      100,000     100,000       7,360        9,523       12,289       6,431         8,595      11,360 
 8       16,544     100,000      100,000     100,000       8,227       11,014       14,731       7,350        10,137      13,854 
 9       19,104     100,000      100,000     100,000       9,041       12,535       17,397       8,216        11,709      16,571 
10       21,791     100,000      100,000     100,000       9,799       14,084       20,311       9,077        13,362      19,588
                                                                
15       37,385     100,000      100,000     100,000      12,693       22,274       39,713      12,487        22,068      39,506 
20       57,287     100,000      100,000     112,052      13,661       31,066       71,371      13,661        31,066      71,371 
25       82,687     100,000      100,000     163,601      11,680       40,136      122,090      11,680        40,136     122,090 
30      115,105     100,000      100,000     246,853       5,022       49,265      202,339       5,022        49,265     202,339 
</TABLE>


The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. the death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .60% asset management charge, a .90% guaranteed
maximum mortality and expense risk charge (temporarily reduced from .68 until
at least May 1, 1997)  and other expenses estimated at .14%. Values illustrated
are also net of any other applicable contract charges, such as premium
expenses, administration, and cost of insurance charges.



                                                                             37

<PAGE>
MULTI FUND(R)

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Male issue age 55  
Standard nonsmoker  
$100,000 specified amount
$3,250 annual premium using current charges

<TABLE>
<CAPTION>

                    Death benefit                         Policy value                         Net cash surrender value
                    ------------------------------------- ------------------------------------ -------------------------------------
                    assuming hypothetical                 assuming hypothetical                assuming hypothetical
        Premiums    gross (and net)                       gross (and net)                      gross (and net)
        accumulated annual investment return of           annual investment return of annual   investment return of
End of  at 5%       ------------------------------------- ------------------------------------ -------------------------------------
policy  interest    0% gross     6% gross    12% gross    0% gross     6% gross   12% gross    0% gross     6% gross    12% gross
year    per year   (-1.38% net) (4.62% net) (10.62% net) (-1.38% net) (4.62% net) (10.62% net) (-1.38% net) (4.62% net) (10.62% net)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>         <C>         <C>           <C>          <C>        <C>         <C>          <C>         <C>       

 1       $  3,413     $100,000   $100,000   $100,000        $ 2,198      $  2,357  $  2,517    $     0      $     0       $     0   
 2          6,996      100,000    100,000    100,000          4,304         4,762     5,241      1,393        1,851         2,330   
 3         10,758      100,000    100,000    100,000          6,319         7,218     8,195      3,408        4,307         5,284   
 4         14,708      100,000    100,000    100,000          8,259         9,744    11,427      5,348        6,833         8,516   
 5         18,856      100,000    100,000    100,000         10,118        12,340    14,965      7,207        9,429        12,054   
- ------------------------------------------------------------------------------------------------------------------------------------
 6         23,212      100,000    100,000    100,000         11,879        14,994    18,830      9,113       12,228        16,065   
 7         27,785      100,000    100,000    100,000         13,545        17,714    23,072     10,925       15,094        20,452   
 8         32,586      100,000    100,000    100,000         15,111        20,501    27,735     12,637       18,027        25,261   
 9         37,628      100,000    100,000    100,000         16,570        23,358    32,876     14,241       21,029        30,547   
10         42,922      100,000    100,000    100,000         17,916        26,286    38,560     15,878       24,248        36,522   
- ------------------------------------------------------------------------------------------------------------------------------------
15         73,637      100,000    100,000    100,000         22,797        42,290    78,515     22,215       41,708        77,933   
20        112,838      100,000    100,000    158,607         23,599        61,657   148,231     23,599       61,657       148,231   
25        162,869      100,000    100,000    276,236         16,605        87,541   263,082     16,605       87,541       263,082   
30        226,723            0    130,809    470,439              0       124,580   448,038          0      124,580       448,038   
</TABLE>

The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .60% asset management charge, a .64% current mortality
and expense risk charge (temporarily reduced from .68% until at least May 1,
1997) and other expenses estimated at .14%. Values illustrated are also net of
any other applicable contract charges, such as premium expenses,
administration, and cost of insurance charges.



38

<PAGE>
MULTI FUND(R)

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Male issue age 55  
Standard nonsmoker  
$100,000 specified amount
$3,250 annual premium using guaranteed charges

<TABLE>
<CAPTION>

                    Death benefit                         Policy value                         Net cash surrender value
                    ------------------------------------- ------------------------------------ -------------------------------------
                    assuming hypothetical                 assuming hypothetical                assuming hypothetical
        Premiums    gross (and net)                       gross (and net)                      gross (and net)
        accumulated annual investment return of           annual investment return of annual   investment return of
End of  at 5%       ------------------------------------- ------------------------------------ -------------------------------------
policy  interest    0% gross 6% gross 12% gross           0% gross 6% gross 12% gross          0% gross 6% gross 12% gross
year    per year   (-1.64% net) (4.36% net) (10.36% net) (-1.64% net) (4.36% net) (10.36% net) (-1.64% net) (4.36% net) (10.36% net)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>         <C>         <C>           <C>          <C>        <C>         <C>          <C>         <C>       
                                                                                                          
 1         $  3,413   $100,000  $100,000  $100,000        $ 2,127      $ 2,282     $  2,438    $     0      $     0     $      0    
 2            6,996    100,000   100,000   100,000          4,156        4,601        5,067      1,245        1,690        2,156    
 3           10,758    100,000   100,000   100,000          6,089        6,960        7,907      3,178        4,049        4,996    
 4           14,708    100,000   100,000   100,000          7,918        9,354       10,981      5,007        6,443        8,070    
 5           18,856    100,000   100,000   100,000          9,638       11,779       14,309      6,727        8,868       11,398    
- ------------------------------------------------------------------------------------------------------------------------------------
 6           23,212    100,000   100,000   100,000         11,242       14,231       17,917      8,477       11,466       15,152    
 7           27,785    100,000   100,000   100,000         12,722       16,708       21,839     10,103       14,088       19,219    
 8           32,586    100,000   100,000   100,000         14,065       19,199       26,104     11,590       16,724       23,630    
 9           37,628    100,000   100,000   100,000         15,257       21,696       30,755     12,928       19,367       28,426    
10           42,922    100,000   100,000   100,000         16,285       24,194       35,842     14,248       22,157       33,804    
- ------------------------------------------------------------------------------------------------------------------------------------
15           73,637    100,000   100,000   100,000         18,531       36,602       70,690     17,948       36,019       70,107    
20          112,838    100,000   100,000   141,393         13,253       48,233      132,143     13,253       48,233      132,143    
25          162,869          0   100,000   244,080              0       57,850      232,457          0       57,850      232,457    
30          226,723          0   100,000   409,311              0       64,258      389,820          0       64,258      389,820    
</TABLE>

The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .60% asset management charge, a .90% guaranteed
maximum mortality and expense risk charge (temporarily reduced from .68 until
at least May 1, 1997) and other expenses estimated at .14%. Values illustrated
are also net of any other applicable contract charges, such as premium
expenses, administration, and cost of insurance charges.



                                                                              39

<PAGE>
MULTI FUND(R)

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

MALE ISSUE AGE 55  
STANDARD SMOKER  
$100,000 SPECIFIED AMOUNT
$4,250 ANNUAL PREMIUM USING CURRENT CHARGES

<TABLE>
<CAPTION>
                    Death benefit                         Policy value                          Net cash surrender value
                    ----------------------------------    ----------------------------------    ----------------------------------
                    assuming hypothetical                 assuming hypothetical                 assuming hypothetical
       Premiums     gross (and net)                       gross (and net)                       gross (and net)
       accumulated  annual investment return of           annual investment return of           annual investment return of
End of at 5%        ----------------------------------    ----------------------------------    ----------------------------------
policy interest    0% gross     6% gross    12% gross    0% gross     6% gross    12% gross    0% gross     6% gross    12% gross
year   per year    (-1.38% net) (4.62% net) (10.62% net) (-1.38% net) (4.62% net) (10.62% net) (-1.38% net) (4.62% net) (10.62% net)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>            <C>          <C>         <C>          <C>         <C>          <C>           <C>         <C>         <C>
 1    $  4,463       $100,000     $100,000    $100,000     $ 2,676     $  2,878     $  3,081      $     0     $      0    $      0
 2       9,148        100,000      100,000     100,000       5,248        5,825        6,428          683        1,260       1,863
 3      14,068        100,000      100,000     100,000       7,713        8,841       10,070        3,148        4,276       5,505
 4      19,234        100,000      100,000     100,000      10,075       11,937       14,052        5,510        7,372       9,487
 5      24,658        100,000      100,000     100,000      12,330       15,117       18,416        7,765       10,552      13,851
- ------------------------------------------------------------------------------------------------------------------------------------
 6      30,354        100,000      100,000     100,000      14,472       18,383       23,214       10,136       14,046      18,877
 7      36,334        100,000      100,000     100,000      16,509       21,752       28,514       12,400       17,643      24,406
 8      42,613        100,000      100,000     100,000      18,415       25,212       34,374       14,534       21,332      30,494
 9      49,206        100,000      100,000     100,000      20,187       28,775       40,882       16,535       25,123      37,230
10      56,129        100,000      100,000     100,000      21,812       32,446       48,137       18,617       29,250      44,941
- ------------------------------------------------------------------------------------------------------------------------------------
15      96,294        100,000      100,000     166,996      27,845       53,342      100,859       26,932       52,429      99,946
20     147,557        100,000      100,000     203,292      29,679       81,735      189,993       29,679       81,735     189,993
25     212,982        100,000      129,030     353,704      24,109      122,885      336,861       24,109      122,885     336,861
30     296,483        100,000      182,013     601,718       5,277      173,346      573,065        5,277      173,346     573,065
</TABLE>


The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .60% asset management charge, a .64% current mortality
and expense risk charge (temporarily reduced from .68% until at least May 1,
1997) and other expenses estimated at .14%. Values illustrated are also net of
any other applicable contract charges, such as premium expenses,
administration, and cost of insurance charges.



40

<PAGE>
MULTI FUND(R)

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

MALE ISSUE AGE 55  
STANDARD SMOKER  
$100,000 SPECIFIED AMOUNT
$4,250 ANNUAL PREMIUM USING CURRENT CHARGES

<TABLE>
<CAPTION>
                    Death benefit                         Policy value                          Net cash surrender value
                    ----------------------------------    ----------------------------------    ----------------------------------
                    assuming hypothetical                 assuming hypothetical                 assuming hypothetical
       Premiums     gross (and net)                       gross (and net)                       gross (and net)
       accumulated  annual investment return of           annual investment return of           annual investment return of
End of at 5%        ----------------------------------    ----------------------------------    ----------------------------------
policy interest    0% gross     6% gross    12% gross    0% gross     6% gross    12% gross    0% gross     6% gross    12% gross
year   per year    (-1.64% net) (4.36% net) (10.36% net) (-1.64% net) (4.36% net) (10.36% net) (-1.64% net) (4.36% net) (10.36% net)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>            <C>          <C>         <C>          <C>         <C>          <C>           <C>         <C>         <C>
 1    $  4,463       $100,000     $100,000    $100,000     $ 2,324     $  2,513     $  2,703      $     0     $      0    $      0
 2       9,148        100,000      100,000     100,000       4,509        5,036        5,588            0          471       1,023
 3      14,068        100,000      100,000     100,000       6,553        7,569        8,679        1,988        3,004       4,114
 4      19,234        100,000      100,000     100,000       8,454       10,112       12,002        3,889        5,547       7,437
 5      24,658        100,000      100,000     100,000      10,207       12,665       15,589        5,642        8,100      11,024
- ------------------------------------------------------------------------------------------------------------------------------------
 6      30,354        100,000      100,000     100,000      11,802       15,220       19,469        7,465       10,883      15,132
 7      36,334        100,000      100,000     100,000      13,220       17,766       23,677        9,111       13,658      19,568
 8      42,613        100,000      100,000     100,000      14,443       20,292       28,254       10,563       16,412      24,374
 9      49,206        100,000      100,000     100,000      15,450       22,786       33,254       11,798       19,134      29,602
10      56,129        100,000      100,000     100,000      16,222       25,238       38,748       13,026       22,043      35,553
- ------------------------------------------------------------------------------------------------------------------------------------
15      96,294        100,000      100,000     100,000      16,005       36,928       77,941       15,092       36,015      77,028
20     147,557        100,000      100,000     159,410       5,118       47,126      148,981        5,118       47,126     148,981
25     212,982              0      100,000     277,434           0       53,965      264,223            0       53,965     264,223
30     296,483              0      100,000     466,033           0       54,246      443,841            0       54,246     443,841
</TABLE>


The hypothetical rates of return shown above and elsewhere in this prospectus
are illustrative only and should not be deemed a representation of past or
future investment rates of return. Actual rates of return may be more or less
than those shown. The death benefits and cash value for a contract would be
different from those shown if the actual rates of return averaged 0.00%, 6.00%
and 12.00% over a period of years, but also fluctuated above or below those
averages for individual contract years. No representations can be made by
Lincoln Life or any of the funds that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time. Values
illustrated are net of a .60% asset management charge, a .90% guaranteed
maximum mortality and expense risk charge (temporarily reduced from .68 until
at least May 1, 1997) and other expenses estimated at .14%. Values illustrated
are also net of any other applicable contract charges, such as premium
expenses, administration, and cost of insurance charges.



                                                                            41

<PAGE>
APPENDIX E

DEFINITIONS

SEPARATE ACCOUNT -- The Lincoln Life Flexible Premium Variable Life Account K,
a Separate Account established by Lincoln Life to receive and invest net
premiums paid under the policy.

AGE -- The age at the insured's last birthday on the policy date.

ATTAINED AGE -- The age of the insured on the policy anniversary on or next
preceding any monthly anniversary day.

BASE MINIMUM PREMIUM -- A premium per $1,000 of specified amount used in the
calculation of the death benefit guarantee monthly premium. The base minimum
premium is also used in determining the Contingent Deferred Sales Charge and
the Contingent Deferred Administrative Charge.

BENEFICIARY -- The beneficiary is designated by the owner in the application.
If changed, the beneficiary is as shown in the latest change filed with Lincoln
Life. If no beneficiary survives the insured, the owner or the owner's estate
will receive the benefit.

CONTINGENT DEFERRED ADMINISTRATIVE CHARGE (CDAC) -- An administrative charge
for underwriting, issue, and initial administration of the policy, which is
imposed under the policy and deducted upon surrender of the policy or voluntary
reduction in the specified amount. The Contingent Deferred Administrative
Charge is part of the total surrender charge.

CONTINGENT DEFERRED SALES CHARGE (CDSC) -- A sales charge based upon the base
minimum premium required for the first policy year, which is imposed under the
policy and deducted upon surrender of the policy or voluntary reduction in the
specified amount. The Contingent Deferred Sales Charge is part of the total
surrender charge.

COST OF INSURANCE CHARGE -- A charge deducted monthly from the policy value to
provide the life insurance protection for the insured.

DEATH BENEFIT GUARANTEE -- The guarantee that, provided the death benefit
guarantee monthly premium requirements are met, the policy will not lapse
during the first three policy years due to negative net cash surrender value.

DEATH BENEFIT GUARANTEE MONTHLY PREMIUM -- The minimum monthly premium which
must be paid each month or in advance during the first policy year and which
must continue to be paid in the second and third policy years if the policy
does not have positive net cash surrender value. Failure to pay this premium
when required will result in the policy lapsing at the end of the grace period.

DELAWARE MANAGEMENT -- Delaware Management Company Inc.

FREE LOOK PERIOD -- The period of time in which the owner may cancel the policy 
and receive a refund. The owner may cancel the policy within 10 days of
receipt, or 45 days after Part 1 of the application is signed, or within 10
days after mailing or personal delivery of the notice of withdrawal right.

FUND -- Any of the individual Lincoln National funds in which the Separate
Account may invest.

GENERAL ACCOUNT -- The assets of Lincoln Life other than those allocated to the
Separate Account or any other Separate Account.

GROSS INVESTMENT RESULTS -- The gross investment results are equal to the
change in the market value of the assets of a fund from the previous valuation
day to the current day, plus the investment income on those assets during the
same period.

INSURED -- The person upon whose life the policy is issued, and who is so named
on the Policy Schedule.

INVESTMENT AMOUNT -- The portion of the policy value invested in the Separate
Account, and equal in amount to the policy value minus amounts invested in the
General Account (including any outstanding loans).

LINCOLN LIFE (WE, OUR, US) -- Lincoln National Life Insurance Co.

MATURITY DATE -- The policy anniversary following the insured's 99th birthday,
if living. It is the last date insurance coverage can remain in force and the
date any remaining net cash surrender value will be payable.

MONTHLY ANNIVERSARY DAY -- The same date in each month as the policy date.

NET CASH SURRENDER VALUE -- The amount payable to the owner upon surrender of
the policy. It is equal to the policy value minus any surrender charge, minus
any outstanding loan and plus any unearned loan interest.

NET INVESTMENT RESULTS -- The gross investment results of a fund minus the
asset management charges and any miscellaneous fund expenses, and minus the
mortality and expense risk charge.

OPTION DATE -- Any date the policy terminates under the termination provision.
The term option date may also be used with certain riders.

OWNER (YOU, YOUR) -- The person so designated in the application or as
subsequently changed. If a policy has been absolutely assigned, the assignee is
the owner. A collateral assignee is not the owner.

PLANNED PERIODIC PREMIUM -- A scheduled premium of a level amount at a fixed
interval over a specified period of time.

POLICY -- The Flexible Premium Variable Life Insurance policy offered by
Lincoln Life and described in this prospectus.

POLICY DATE -- The date set forth in the policy that is used to determine
policy years and policy months. Policy anniversaries are measured from the
policy date. The policy 

42

<PAGE>
date is ordinarily the earlier of the date the full initial premium is received
from the owner or the date on which the policy is approved for issue.

POLICY VALUE -- The sum of all values in the Separate Account and in the
General Account at any time, irrespective of outstanding loans or surrender
charge.

PROCEEDS -- The amount payable on the maturity date, or on surrender of the
policy, or after the death of any insured person. The proceeds will be
different on each of these events.

RECORD DATE -- The record date is the date the policy is recorded on the books
of Lincoln Life as an in-force policy. Ordinarily, the policy will be recorded
as in-force within three business days after the later of the date we receive
the last outstanding requirement or the date of underwriting approval. The
record date controls the timing of the transfer of initial assets from the
General Account to the various subaccounts.

SERIES -- Currently there are three series available under the Delaware Group
Premium Fund, Inc. in which the Separate Account may invest.

SPECIFIED AMOUNT -- The minimum death benefit payable under the policy so long
as the policy remains in force. The death benefit proceeds will be reduced by
any outstanding loan and any due and unpaid charges, and increased by any
unearned loan interest.

SUBACCOUNT -- A subdivision of the Separate Account. Each subaccount invests
exclusively in the shares of a specified fund.

SURRENDER CHARGE -- A charge deducted from policy value upon surrender of the
policy or upon a voluntary reduction in specified amount during the first 16
policy years or during the 16 years following a requested increase in specified
amount. The surrender charge is equal to the combination of the Contingent
Deferred Sales Charge and the Contingent Deferred Administrative Charge.

                                                                             43

<PAGE>
Lincoln Life Flexible Premium Variable Life Account K

Statement of assets and liability

December 31, 1995

<TABLE>
<CAPTION>
                                                                                   Lincoln                          Lincoln
                                                                                   National          Lincoln        National
                                                      Percent                      Aggressive        National        Capital
                                                       of net                       Growth            Bond         Appreciation
                                                       assets      Combined         Account          Account         Account
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>              <C>              <C>             <C>
ASSETS                                                 
  Investments at net asset value:
  - Lincoln National Aggressive Growth Fund, Inc.
      110,033 shares at $12.18 per share
        (cost-$1,176,909)                               11.1%      $1,340,481       $1,340,481

  - Lincoln National Bond Fund, Inc.
      35,346 shares at $12.25 per share
        (cost-$412,270)                                  3.6          432,873                          $432,873

  - Lincoln National Capital Appreciation Fund, Inc.
       125,448 shares at $12.92 per share
         (cost-$1,425,503)                              13.5        1,620,311                                         $1,620,311

  - Lincoln National Equity-Income Fund, Inc.
     165,050 shares at $13.51 per share
        (cost-$1,960,375)                               18.5        2,229,342

  - Lincoln National Global Asset Allocation Fund, Inc.
       24,748 shares at $13.39 per share
         (cost-$303,772)                                 2.8          331,397

  - Lincoln National Growth and Income Fund, Inc.
       68,406 shares at $29.76 per share
         (cost-$1,856,777)                              16.9        2,035,520

  - Lincoln National International Fund, Inc.
       135,768 shares at $13.40 per share
         (cost-$1,733,087)                              15.1        1,818,966

  - Lincoln National Managed Fund, Inc.
       21,590 shares at $15.89 per share
         (cost-$322,588)                                 2.8          343,171

  - Lincoln National Money Market Fund, Inc.
       16,908 shares at $10.00 per share
         (cost-$169,079)                                 1.4          169,079

  - Lincoln National Social Awareness Fund, Inc.
       17,147 shares at $22.59 per share
         (cost-$356,905)                                 3.2          387,342

  - Lincoln National Special Opportunities Fund, Inc.
       45,221 shares at $27.38 per share
         (cost-$1,149,222)                              10.3        1,238,276
                                                      ------     ------------      -----------       ----------      -----------
  TOTAL INVESTMENTS (Cost -- $10,866,487)               99.2       11,946,758        1,340,481          432,873        1,620,311

  Dividends receivable                                   0.8          101,581              234           13,846            7,021
                                                      ------     ------------      -----------       ----------      -----------
  TOTAL ASSETS                                         100.0%      12,048,339        1,340,715          446,719        1,627,332

LIABILITY -- Payable to Lincoln National Life
  Insurance Co.                                           0.0            5,626              599              214              781
                                                      ------     ------------      -----------        ---------      -----------
NET ASSSETS                                            100.0%     $12,042,713       $1,340,116         $446,505       $1,626,551
                                                      ======     ============      ===========       ==========      ===========

UNITS OUTSTANDING                                                                      976,583          376,692        1,244,792
                                                                                   ===========       ==========      ===========

NET ASSET VALUE PER UNIT                                                            $    1.372         $  1.185       $    1.307
                                                                                   ===========       ==========      ===========
</TABLE>


See accompanying Notes to financial statements.

44

<PAGE>



<TABLE>
<CAPTION>
Lincoln          Lincoln          Lincoln                                            Lincoln          Lincoln          Lincoln
National         National         National         Lincoln          Lincoln          National         National         National
Equity-          Global Asset     Growth and       National         National         Money            Social           Special
Income           Allocation       Income           International    Managed          Market           Awareness        Opportunities
Account          Account          Account          Account          Account          Account          Account          Account
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>              <C>                <C>              <C>              <C>            <C>





$2,229,342



                   $331,397



                                  $2,035,520



                                                   $1,818,966



                                                                      $343,171



                                                                                        169,079



                                                                                                         387,342



                                                                                                                        1,238,276
- ----------        ---------      -----------      -----------         --------        ---------        ---------      -----------
 2,229,342          331,397        2,035,520        1,818,966          343,171          169,079          387,342        1,238,276

    24,214            5,461           20,504            4,574            4,901            5,094            2,674           13,058
- ----------        ---------      -----------      -----------         --------        ---------        ---------      -----------

 2,253,556          336,858        2,056,024        1,823,540          348,072          174,173          390,016        1,251,334


     1,071              162              940              877              135               82              175              590
- ----------        ---------      -----------      -----------         --------        ---------        ---------      -----------

$2,252,485         $336,696       $2,055,084       $1,822,663         $347,937         $174,091         $389,841       $1,250,744
==========        =========      ===========      ===========         ========        =========        =========      ===========

 1,637,675          270,388        1,440,827        1,671,024          266,927          161,877          269,175          917,426
==========        =========      ===========      ===========         ========        =========        =========      ===========

$    1.375         $  1.245       $    1.426       $    1.091         $  1.303         $  1.075         $  1.448       $    1.363
==========        =========      ===========      ===========         ========        =========        =========      ===========

</TABLE>

                                                                             45

<PAGE>
Lincoln Life Flexible Premium Variable Life Account K

Statements of operations

<TABLE>
<CAPTION>
                                                              Lincoln                 Lincoln     Lincoln    
                                                              National    Lincoln     National    National   
                                                             Aggressive   National    Capital     Equity-    
                                                               Growth       Bond     Appreciation  Income    
                                                  Combined    Account     Account     Account     Account    
- ----------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>        <C>         <C>         <C>
Period from May 17, 1994 to December 31, 1994                                                  
Net Investment Income:                                                                                     
 - Dividends from investment income             $    3,159    $     38     $   484    $    248    $    614   
 - Mortality and expense risk charge                  (823)        (84)        (41)        (93)       (131)  
                                                ----------    --------     -------    --------    --------
NET INVESTMENT INCOME (LOSS)                         2,336         (46)        443         155         483   
                                                                                                           
Net realized and unrealized gain (loss)                                                        
  on investments:                                                                                          
 -  Net realized gain (loss) on invesments            (174)          1         (13)         (2)         (5)  
 -  Net change in unrealized appreciation                                                         
      or depreciation on investments                (2,197)        902        (262)        563      (1,391)  
                                                ----------    --------     -------    --------    --------
NET GAIN (LOSS) ON INVESTMENTS                      (2,371)        903        (275)        561      (1,396)  
                                                ----------    --------     -------    --------    --------
                                                                                                           
NET INCREASE (DECREASE) IN NET                                                   
ASSETS RESULTING FROM OPERATIONS                $      (35)   $    857     $   168    $    716    $   (913)  
                                                ==========    ========     =======    ========    ========
                                                                                                           
                                                                                                           
YEAR ENDED DECEMBER 31, 1995                                                                               
Net Investment Income:                                                                                     
 -  Dividends from investment income            $  101,581    $    234     $13,846    $  7,021    $ 24,214   
 -  Dividends from net realized gain   
      on investments                                38,968         -           -           -         2,304   
 -  Mortality and expense risk charge              (33,482)     (3,564)     (1,258)     (4,913)     (6,573)  
                                                ----------    --------     -------    --------    --------
NET INVESTMENT INCOME (LOSS)                       107,067      (3,330)     12,588       2,108      19,945   
                                                                                                           
Net realized and unrealized gain                                                                           
  on investments:                                                                                          
 -  Net realized gain on investments                38,900       7,569       1,104       3,796       7,164   
 -  Net change in unrealized appreciation                                                         
      or depreciation on investments             1,082,468     162,670      20,865     194,245     270,358   
                                                ----------    --------     -------    --------    --------
                                                                                                           
NET GAIN ON INVESTMENTS                          1,121,368     170,239      21,969     198,041     277,522   
                                                ----------    --------     -------    --------    --------
                                                                                                           
NET INCREASE IN NET ASSETS                                                
RESULTING FROM OPERATIONS                       $1,228,435    $166,909     $34,557    $200,149    $297,467   
                                                ==========    ========     =======    ========    ========
</TABLE>


See accompanying Notes to financial statements.


46

<PAGE>




<TABLE>
<CAPTION>
 Lincoln     
 National    Lincoln                             Lincoln     Lincoln     Lincoln
  Global     National    Lincoln     Lincoln     National    National    National 
  Asset     Growth and   National    National     Money       Social     Special
Allocation    Income   International Managed      Market    Awareness   Opportunities
 Account     Account     Account     Account     Account     Account     Account
- -------------------------------------------------------------------------------------
<S>          <C>         <C>         <C>         <C>        <C>         <C>
  $   178    $    507    $    (39)    $   219      $  521     $    94    $    295
      (34)        (94)       (160)        (28)        (69)        (21)        (68)
  -------    --------    --------     -------      ------     -------    --------
      144         413        (199)        191         452          73         227



      (21)         (8)        (14)         (2)          -         (63)        (47)

      (67)        226      (2,027)        (66)          -        (211)        136
  -------    --------    --------     -------      ------     -------    --------
      (88)        218      (2,041)        (68)          -        (274)         89
  -------    --------    --------     -------      ------     -------    --------


  $    56    $    631    $ (2,240)    $   123      $  452     $  (201)   $    316
  =======    ========    ========     =======      ======     =======    ========




  $ 5,461    $ 20,504    $  4,574     $ 4,901      $5,094     $ 2,674    $ 13,058
      -        12,785      17,410          78         -         1,063       5,328
   (1,022)     (4,807)     (6,019)       (718)       (551)       (755)     (3,302)
  -------    --------    --------     -------      ------     -------    --------
    4,439      28,482      15,965       4,261       4,543       2,982      15,084



    2,773       5,054         329       2,686         -         4,943       3,482

   27,692     178,517      87,906      20,649         -        30,648      88,918
  -------    --------    --------     -------      ------     -------    --------

   30,465     183,571      88,235      23,335         -        35,591      92,400
  -------    --------    --------     -------      ------     -------    --------

  $34,904    $212,053    $104,200     $27,596      $4,543     $38,573    $107,484
  =======    ========    ========     =======      ======     =======    ========

</TABLE>

                                                                           47

<PAGE>
Lincoln Life Flexible Premium Variable Life Account K

Statements of changes in net assets

<TABLE>
<CAPTION>
                                                                    Lincoln                           Lincoln          Lincoln    
                                                                   National          Lincoln         National         National    
                                                                  Aggressive        National          Capital          Equity-    
                                                                    Growth            Bond         Appreciation        Income     
                                                  Combined          Account          Account          Account          Account    
- ----------------------------------------------------------------------------------------------------------------------------------
 <S>                                             <C>                <C>              <C>              <C>             <C>
 Changes from operations:                                                                                                         
 -Net investment income (loss)                    $     2,336       $      (46)        $    443       $      155       $      483 
 -Net realized gain (loss) on investments                (174)               1              (13)              (2)              (5)
 -Net change in unrealized appreciation                                                                               
    or depreciation on investments                     (2,197)             902             (262)             563           (1,391)
                                                  -----------       ----------         --------       ----------       ----------
NET INCREASE (DECREASE) IN NET                                                                                                    
ASSETS RESULTING FROM OPERATIONS                          (35)             857              168              716             (913)
                                                                                                                                  
Net increase from unit transactions                 1,203,420          124,935           50,921          160,599          257,703 
                                                  -----------       ----------         --------       ----------       ----------
                                                                                                                                  
TOTAL INCREASE IN NET ASSETS AND                                                                                                  
NET ASSETS AT DECEMBER 31, 1994                     1,203,385          125,792           51,089          161,315          256,790 
                                                                                                                                  
                                                                                                                                  
 Changes from operations:                                                                                                         
 -Net investment income (loss)                        107,067           (3,330)          12,588            2,108           19,945 
 -Net realized gain on investments                     38,900            7,569            1,104            3,796            7,164 
 -Net change in unrealized appreciation                                                                               
    or depreciation on investments                  1,082,468          162,670           20,865          194,245          270,358 
                                                  -----------       ----------         --------       ----------       ----------
NET INCREASE IN NET ASSETS                                                                                                        
RESULTING FROM OPERATIONS                           1,228,435          166,909           34,557          200,149          297,467 
                                                                                                                                  
Net increase from unit transactions                 9,610,893        1,047,415          360,859        1,265,087        1,698,228 
                                                  -----------       ----------         --------       ----------       ----------
TOTAL INCREASE IN NET ASSETS                       10,839,328        1,214,324          395,416        1,465,236        1,995,695 
                                                  -----------       ----------         --------       ----------       ----------
NET ASSETS AT DECEMBER 31, 1995                   $12,042,713       $1,340,116         $446,505       $1,626,551       $2,252,485 
                                                  ===========       ==========         ========       ==========       ==========
</TABLE>


See accompanying Notes to financial statements.

48

<PAGE>

<TABLE>
<CAPTION>
    Lincoln          Lincoln                                            Lincoln          Lincoln          Lincoln
   National         National          Lincoln          Lincoln         National         National         National
 Global Asset      Growth and        National         National           Money           Social           Special
  Allocation         Income        International       Managed          Market          Awareness      Opportunities
    Account          Account          Account          Account          Account          Account          Account
- -----------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>                <C>              <C>              <C>            <C>
   $    144       $      413       $     (199)        $    191         $    452           $   73       $      227
        (21)              (8)             (14)              (2)               -              (63)             (47)

        (67)             226           (2,027)             (66)               -             (211)             136
   --------       ----------       ----------         --------         --------         --------       ----------

         56              631           (2,240)             123              452             (201)             316

     43,277          167,869          260,900           31,730           13,804           18,314           73,368
   --------       ----------       ----------         --------         --------         --------       ----------


     43,333          168,500          258,660           31,853           14,256           18,113           73,684



      4,439           28,482           15,965            4,261            4,543            2,982           15,084
      2,773            5,054              329            2,686                -            4,943            3,482

     27,692          178,517           87,906           20,649                -           30,648           88,918
   --------       ----------       ----------         --------         --------         --------       ----------

     34,904          212,053          104,200           27,596            4,543           38,573          107,484

    258,459        1,674,531        1,459,803          288,488          155,292          333,155        1,069,576
   --------       ----------       ----------         --------         --------         --------       ----------
    293,363        1,886,584        1,564,003          316,084          159,835          371,728        1,177,060
   --------       ----------       ----------         --------         --------         --------       ----------

   $336,696       $2,055,084       $1,822,663         $347,937         $174,091         $389,841       $1,250,744
   ========       ==========       ==========         ========         ========         ========       ==========

</TABLE>


                                                                            49

<PAGE>
Lincoln Life Flexible Premium Variable Life Account K

Notes to financial statements

December 31, 1995

1.  Accounting policies

    The Separate Account: Lincoln Life Flexible Premium Variable Life Account K
    (Separate Account) was established as a segregated investment account of
    Lincoln National Life Insurance Co. (Lincoln Life) on March 9, 1994. The
    Separate Account was registered on May 2, 1994, under the Investment Company
    Act of 1940, as amended, as a unit investment trust, and commenced
    investment activity on May 17, 1994.

    Investments: The Separate Account invests in Lincoln National Aggressive
    Growth Fund, Inc., Lincoln National Bond Fund, Inc., Lincoln National
    Capital Appreciation Fund, Inc., Lincoln National Equity-Income Fund, Inc.,
    Lincoln National Global Asset Allocation Fund, Inc., Lincoln National Growth
    and Income Fund, Inc., Lincoln National International Fund, Inc., Lincoln
    National Managed Fund, Inc., Lincoln National Money Market Fund, Inc.,
    Lincoln National Social Awareness Fund, Inc., and Lincoln National Special
    Opportunities Fund, Inc. (funds). Investments in the funds are stated at the
    closing net asset values per share on December 31, 1995. The funds are
    registered as open-end management investment companies.

    Investment transactions are accounted for on a trade date basis and dividend
    income is recorded on the ex-dividend date. The cost of investments sold is
    determined by the average cost method.

    Dividends: Dividends paid to the Separate Account are automatically
    reinvested in shares of the funds of the payable date.

    Federal income taxes: Operations of the Separate Account form a part of and
    are taxed with operations of Lincoln Life, which is taxed as a "life
    insurance company" under the Internal Revenue Code. Using current law, no
    federal income taxes are payable with respect to the Separate Account's net
    investment income and the net realized gain on investments.

2.  Mortality and expense risk charge and other transactions with affiliate

    Percent of premium charge: Prior to allocation of net premiums to the
    Separate Account, premiums paid are reduced by a percent of premium charge
    equal to 3.95% of the premium. Amounts retained during 1995 and 1994 by
    Lincoln Life for such charges were $235,219 and $43,097, respectively.

    Separate Account charges: Amounts are charged daily to the Separate Account
    by Lincoln Life for a mortality and expense risk charge at a current annual
    rate of .64% of the average daily net asset value of the Separate Account.
    These charges are made in return for Lincoln Life's assumption of risks
    associated with adverse mortality experience or excess administrative
    expenses in connection with policies issued.

    Other charges: Other charges which are paid to Lincoln Life by redeeming
    Separate Account units are for monthly administrative charges, the cost of
    insurance, transfer and withdrawal charges, and contingent surrender
    charges. These other charges for 1995 and 1994 amounted to $1,085,945 and
    $47,812, respectively.

    The monthly administrative charge amounts to $7.50 for each policy in force
    and is intended to compensate Lincoln Life for continuing administration
    of the policies, premium billings, overhead expenses, and other
    miscellaneous expenses.

    Lincoln Life assumes the responsibility for providing the insurance benefits
    included in the policy. The cost of insurance is determined each month based
    upon the applicable insurance rate and the current death benefit. The cost
    of insurance can vary from month to month since the determination of both
    the insurance rate and the current death benefit depends upon a number of
    variables as described in the Separate Account's prospectus.

    The transfer charge amounts to $10 each time a policyowner transfers funds
    from one account to another, however, the transfer charge is currently being
    waived for all transfers. The withdrawal charge is currently the greater of
    $10 or 3% of the amount withdrawn for each withdrawal from the policy value
    by the policyowner.

    Surrender charges are deducted if the policy is surrendered during the first
    sixteen policy years. Surrender charges in the first five years are
    approximately 132% of the required base minimum annual premium. Surrender
    charges in years six through sixteen decrease by policy year to 0% in the
    seventeenth year. Additional surrender charges are deducted upon surrender
    of increases to the specified amount.

50

<PAGE>


This page was intentionally left blank.






                                                                           51

<PAGE>
Lincoln Life Flexible Premium Variable Life Account K
 
Notes to financial statements continued

3.  NET ASSETS
    Net assets at December 31, 1995 consisted of the following:

<TABLE>
<CAPTION>
                                                        Lincoln                                   Lincoln              Lincoln
                                                        National             Lincoln              National             National
                                                       Aggressive            National             Capital              Equity-
                                                         Growth                Bond             Appreciation            Income
                                   Combined             Account              Account              Account              Account
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>                    <C>                <C>                  <C>
Unit transactions                 $10,814,313           $1,172,350             $411,780           $1,425,686           $1,955,931
Accumulated net investment
  income (loss)                       109,403               (3,376)              13,031                2,263               20,428
Accumulated net realized gain
  on investments                       38,726                7,570                1,091                3,794                7,159
Net unrealized appreciation
  on investments                    1,080,271              163,572               20,603              194,808              268,967
                                  -----------           ----------             --------           ----------           ----------
                                  $12,042,713           $1,340,116             $446,505           $1,626,551           $2,252,485
                                  ===========           ==========             ========           ==========           ==========
</TABLE>







52




<PAGE>

<TABLE>
<CAPTION>
  Lincoln            Lincoln                                                 Lincoln              Lincoln              Lincoln
  National           National           Lincoln           Lincoln            National             National             National
Global Asset        Growth and          National          National            Money                Social              Special
 Allocation           Income         International        Managed             Market             Awareness          Opportunities
  Account            Account            Account           Account            Account              Account              Account
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                <C>                 <C>                <C>                  <C>                <C>
$301,736           $1,842,400         $1,720,703          $320,218           $169,096             $351,469           $1,142,944
                                                                      
   4,583               28,895             15,766             4,452              4,995                3,055               15,311
                                                                      
   2,752                5,046                315             2,684                -                  4,880                3,435
                                                                      
  27,625              178,743             85,879            20,583                -                 30,437               89,054
- --------           ----------         ----------          --------           --------             --------           ----------
$336,696           $2,055,084         $1,822,663          $347,937           $174,091             $389,841           $1,250,744
========           ==========         ==========          ========           ========             ========           ==========
                
</TABLE>  
  
  
                                                          
                                                                

                                                                        53




<PAGE>
Lincoln Life Flexible Premium Variable Life Account K

Notes to financial statements continued

4.  Summary of changes from unit transactions

<TABLE>
<CAPTION>     
                                                     Year Ended                    Period from May 17, 1994
                                                     December 31, 1995             to December 31, 1994
- --------------------------------------------------------------------------------------------------------------
                                                     Units         Amount          Units         Amount
- --------------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>             <C>            <C>
Lincoln National Aggressive Growth Account                                                        
    Purchases                                        1,159,747    $1,427,495         132,136      $134,367       
    Redemptions                                       (305,953)     (380,080)         (9,347)       (9,432)      
                                                    ----------    ----------        --------    ----------
                                                       853,794     1,047,415         122,789       124,935       
                                                                                                                 
Lincoln National Bond Account                                                                                    
    Purchases                                          424,613       471,334          56,090        55,770       
    Redemptions                                        (99,138)     (110,475)         (4,873)       (4,849)      
                                                    ----------    ----------        --------    ----------
                                                       325,475       360,859          51,217        50,921       
                                                                                                                 
Lincoln National Capital Appreciation Account                                                                    
    Purchases                                        1,370,722     1,602,221         174,005       177,145       
    Redemptions                                       (283,683)     (337,134)        (16,252)      (16,546)      
                                                    ----------    ----------        --------    ----------
                                                     1,087,039     1,265,087         157,753       160,599       
                                                                                                                 
Lincoln National Equity-Income Account                                                                           
    Purchases                                        1,894,714     2,316,819         265,500       274,499       
    Redemptions                                       (506,306)     (618,591)        (16,233)      (16,796)      
                                                    ----------    ----------        --------    ----------
                                                     1,388,408     1,698,228         249,267       257,703       
                                                                                                                 
Lincoln National Global Asset Allocation Account                                                           
    Purchases                                          337,111       383,453          47,818        48,241       
    Redemptions                                       (109,622)     (124,994)         (4,919)       (4,964)      
                                                    ----------    ----------        --------    ----------
                                                       227,489       258,459          42,899        43,277       
                                                                                                                 
Lincoln National Growth and Income Account                                                                       
    Purchases                                        1,673,828     2,191,176         172,419       177,722       
    Redemptions                                       (395,844)     (516,645)         (9,576)       (9,853)      
                                                    ----------    ----------        --------    ----------
                                                     1,277,984     1,674,531         162,843       167,869       
                                                                                                                 
Lincoln National International Account                                                                                            
    Purchases                                        1,898,555     1,960,609         277,792       282,935       
    Redemptions                                       (483,694)     (500,806)        (21,629)      (22,035)      
                                                    ----------    ----------        --------    ----------
                                                     1,414,861     1,459,803         256,163       260,900       
                                                                                                                 
Lincoln National Managed Account                                                                                 
    Purchases                                          304,840       370,882          34,796        35,061       
    Redemptions                                        (69,401)      (82,394)         (3,308)       (3,331)      
                                                    ----------    ----------        --------    ----------
                                                       235,439       288,488          31,488        31,730       
                                                                                                                 
Lincoln National Money Market Account                                                                            
    Purchases                                          388,505       409,737         481,209       488,017       
    Redemptions                                       (240,559)     (254,445)       (467,278)     (474,213)      
                                                    ----------    ----------        --------    ----------
                                                       147,946       155,292          13,931        13,804       
                                                                                                                 
Lincoln National Social Awareness Account                                                                        
    Purchases                                          338,743       453,053          23,608        24,224       
    Redemptions                                        (87,411)     (119,898)         (5,765)       (5,910)      
                                                    ----------    ----------        --------    ----------
                                                       251,332       333,155          17,843        18,314       
                                                                                                                 
Lincoln National Special Opportunities Account                                                             
    Purchases                                        1,097,775     1,395,688          81,410        84,111       
    Redemptions                                       (251,286)     (326,112)        (10,473)      (10,743)      
                                                    ----------    ----------        --------    ----------
                                                       846,489     1,069,576          70,937        73,368       
                                                                  ----------                    ----------
NET INCREASE FROM UNIT TRANSACTIONS                               $9,610,893                    $1,203,420
                                                                  ==========                    ==========

</TABLE>

54

<PAGE>
Lincoln Life Flexible Premium Variable Life Account K

Notes to financial statements continued

5.  PURCHASES AND SALES OF INVESTMENTS
     
    The aggregate cost of investments purchased and the aggregate proceeds from
    investments sold were as follows for 1995:


<TABLE>
<CAPTION>
                                                      Aggregate        Aggregate
                                                       cost of          proceeds
                                                      purchases        from sales
- ----------------------------------------------------------------------------------
  <S>                                               <C>               <C>
  Lincoln National Aggressive Growth Account        $ 1,114,283         $ 69,835
  Lincoln National Bond Account                         396,536           36,256
  Lincoln National Capital Appreciation Account       1,304,940           43,782
  Lincoln National Equity-Income Account              1,796,345          100,770
  Lincoln National Global Asset Allocation Account      310,954           53,193
  Lincoln National Growth and Income Account          1,752,616           68,710
  Lincoln National International Account              1,552,603           80,653
  Lincoln National Managed Account                      327,545           39,354
  Lincoln National Money Market Account                 341,211          185,874
  Lincoln National Social Awareness Account             391,626           57,902
  Lincoln National Special Opportunities Account      1,116,802           44,348
                                                    -----------         --------
                                                    $10,405,461         $780,677
                                                    ===========         ========
</TABLE>


                                                                            55

<PAGE>


Report of Ernst & Young LLP, Independent Auditors


Board of Directors of Lincoln National Life Insurance Co. and
Policyowners of Lincoln Life Flexible Premium Variable Life Account K


We have audited the accompanying statement of assets and liability of Lincoln
Life Flexible Premium Variable Life Account K (Separate Account) as of December
31, 1995, and the related statements of operations and changes in net assets for
   
the year then ended and the period from May 17, 1994 (commencement of
operations) to December 31, 1994.  These financial statements are the
    
responsibility of the Separate Account's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An Audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995, by correspondence with
the custodian. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Lincoln Life Flexible Premium
Variable Life Account K at December 31, 1995, and the results of its operations
and the changes in its  net assets for the year then ended and the period from
May 17, 1994 to December 31,1994, in conformity with generally accepted
accounting principles.


                                                        /S/ Ernst & Young LLP

Fort Wayne, Indiana
March 13, 1996

   

<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Balance Sheets
<TABLE> 
<CAPTION> 
                                                            December 31
                                                        1995          1994
                                                          (000's omitted)
<S>                                                <C>            <C> 
Assets
Investments:
  Securities available-for-sale, at fair value:
    Fixed maturity (cost:  1995-$18,852,837; 
      1994-$18,193,928)                             $20,414,785   $17,692,214
    Equity (cost:  1995-$480,261; 1994-$416,351)        598,435       456,333
  Mortgage loans on real estate                       3,147,783     2,795,914
  Real estate                                           746,023       679,512
  Policy loans                                          565,325       528,731
  Other investments                                     241,219       158,196
Total investments                                    25,713,570    22,310,900

Cash and invested cash                                  802,743       990,880
Property and equipment                                   53,830        54,989
Deferred acquisition costs                              953,834     1,736,526
Premiums and fees receivable                            117,634       123,494
Accrued investment income                               352,301       367,370
Assets held in separate accounts                     18,461,629    13,000,540
Federal income taxes                                         --       134,463
Amounts recoverable from reinsurers                   2,940,976     2,069,292
Goodwill                                                  5,149         3,385
Other assets                                            185,398       233,708
Total assets                                        $49,587,064   $41,025,547
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Balance Sheets (continued)
<TABLE> 
<CAPTION> 

                                                            December 31
                                                        1995          1994
                                                          (000's omitted)
<S>                                                <C>           <C>  
Liabilities and shareholder's equity
Liabilities:
  Policy liabilities and accruals:
    Future policy benefits, claims and 
      claims expenses                               $ 8,435,019   $ 7,540,772
    Unearned premiums                                    55,174        61,472
  Total policy liabilities and accruals               8,490,193     7,602,244

  Contractholder funds                               18,171,822    17,028,628
  Liabilities related to separate accounts           18,461,629    13,000,540
  Federal income taxes                                  166,430            --
  Short-term debt                                       124,783       153,656
  Long-term debt                                         40,827        54,794
  Other liabilities                                   1,412,534     1,264,730
Total liabilities                                    46,868,218    39,104,592

Shareholder's equity:
  Common stock, $2.50 par value: 
    Authorized, issued and outstanding 
      shares-10 million (owned by Lincoln 
      National Corporation)                              25,000        25,000
    Additional paid-in capital                          809,557       791,605
    Retained earnings                                 1,440,994     1,428,969
    Net unrealized gain (loss) on 
      securities available-for-sale                     443,295      (324,619)
Total shareholder's equity                            2,718,846     1,920,955
Total liabilities and shareholder's equity          $49,587,064   $41,025,547
</TABLE> 
See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Income
<TABLE> 
<CAPTION> 
                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
<S>                                      <C>          <C>          <C> 
Revenue:
  Insurance premiums                     $  846,873   $1,099,480   $1,972,630
  Insurance fees                            450,423      390,384      425,083
  Net investment income                   1,899,630    1,673,981    1,823,459
  Realized gain (loss) on investments       136,195     (138,522)      92,150
  Gain (loss) on sale of affiliates              --       68,954      (98,500)
  Other                                       3,405       20,946       35,781
Total revenue                             3,336,526    3,115,223    4,250,603

Benefits and expenses:
  Benefits and settlement expenses        2,122,616    2,194,047    3,033,139
  Underwriting, acquisition, 
    insurance and other expenses            764,346      660,363      881,703
  Interest expense                               67          615           96
Total benefits and expenses               2,887,029    2,855,025    3,914,938

Income before Federal income taxes 
  and cumulative effect of 
  accounting change                         449,497      260,198      335,665
Federal income taxes                        127,472       40,400      142,544
Income before cumulative 
  effect of accounting change               322,025      219,798      193,121
Cumulative effect of accounting
  change (postretirement benefits)               --           --       45,582
Net income                               $  322,025   $  219,798   $  147,539

Earnings per share:
  Income before cumulative 
    effect of accounting change          $    32.20   $    21.98   $    19.31
  Cumulative effect of accounting 
    change (postretirement benefits)             --           --        (4.56)
Net income                               $    32.20   $    21.98   $    14.75
</TABLE> 
See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Shareholder's Equity

                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
Common stock-balance 
  at beginning and end of year           $   25,000   $   25,000   $   25,000

Additional paid-in capital:
  Balance at beginning of year              791,605      791,444      791,223
  Contribution from Lincoln 
    National Corporation                     17,952          161          221
  Balance at end of year                    809,557      791,605      791,444

Retained earnings:
  Balance at beginning of year            1,428,969    1,334,171    1,198,632
  Net income                                322,025      219,798      147,539
  Dividends declared                       (310,000)    (125,000)     (12,000)
  Balance at end of year                  1,440,994    1,428,969    1,334,171

Net unrealized gain (loss) on 
  securities available-for-sale:
    Balance at beginning of year           (324,619)     621,161       47,303
    Cumulative effect of 
      accounting change                          --           --      564,153
    Other change during the year            767,914     (945,780)       9,705
    Balance at end of year                  443,295     (324,619)     621,161
Total shareholder's equity
  at end of year                         $2,718,846   $1,920,955   $2,771,776

See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Cash Flows

                                                 Year ended December 31
                                              1995        1994        1993
                                                     (000's omitted)
Cash flows from operating activities
Net income                               $  322,025   $  219,798   $  147,539
Adjustments to reconcile net income
  to net cash provided
  by operating activities:
    Deferred acquisition costs              124,526     (171,063)     (92,183)
    Premiums and fees receivable              6,082       10,755       80,582
    Accrued investment income                15,069      (54,434)     (18,827)
    Policy liabilities and accruals         621,603      114,038      345,142
    Contractholder funds                  1,335,625    1,769,240    1,248,058
    Amounts recoverable from reinsurers    (883,425)    (884,388)    (700,622)
    Federal income taxes                     95,745        8,364     (130,308)
    Provisions for depreciation              39,089       38,870       41,516
    Amortization of discount and premium    (86,653)       7,928     (100,274)
    Realized loss (gain) on investments    (244,995)     219,682     (115,881)
    Loss (gain) on sale of affiliates            --      (68,954)      98,500
    Cumulative effect of
       accounting change                         --           --       45,582
    Other                                  458,542        (4,599)      51,369
Net adjustments                          1,481,208       985,439      752,654
Net cash provided by 
  operating activities                   1,803,233     1,205,237      900,193

Cash flows from investing activities
Securities available-for-sale:
  Purchases                            (13,549,807)  (12,100,213)  (7,171,684)
  Sales                                 12,163,673     9,326,809    7,139,781
  Maturities                               929,018       958,065       42,707
Fixed maturity securities
  held for investment:
    Purchases                                   --            --   (5,903,805)
    Sales                                       --            --    2,805,980
    Maturities                                  --            --    1,639,739
Purchases of other investments          (1,711,427)   (1,421,321)  (1,936,013)
Sale or maturity of other investments    1,198,536     1,457,157    1,142,872
Sale of affiliates                              --       520,340           --
Decrease in cash collateral
  on loaned securities                     (39,681)     (163,872)     (40,454)
Other                                     (213,708)      (37,606)      83,751
Net cash used in 
  investing activities                  (1,223,396)   (1,460,641)  (2,197,126)
<PAGE>
 
The Lincoln National Life Insurance Company

Consolidated Statements of Cash Flows (continued)

                                                 Year ended December 31
                                             1995        1994          1993
                                                     (000's omitted)
Cash flows from financing activities
Principal payments on long-term debt     $ (13,967)   $     (200)  $   (1,138)
Issuance of long-term debt                      --            --       10,314
Net increase (decrease) in
  short-term debt                          (28,873)        3,629       13,047
Universal life and investment
  contract deposits                      1,716,239     2,381,829    2,418,037
Universal life and 
  investment contract withdrawals       (2,149,325)   (1,604,450)  (1,503,105)
Capital contribution from
  Lincoln National Corporation              17,952           161          221
Dividends paid to shareholder             (310,000)     (125,000)     (12,000)
Net cash provided by
  (used in) financing activities          (767,974)      655,969      925,376

Net increase (decrease) in cash           (188,137)      400,565     (371,557)
Cash at beginning of year                  990,880       590,315      961,872
Cash at end of year                     $  802,743   $   990,880   $  590,315

See accompanying notes.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements

December 31, 1995

1. Summary of Significant Accounting Policies 

Basis of Presentation

The accompanying consolidated financial statements include The Lincoln National
Life Insurance Company ("Company") and its majority-owned subsidiaries.  The 
Company and its subsidiaries operate multiple insurance businesses.  Operations
are divided into two business segments (see Note 9).  These consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles.

Use of Estimates

The nature of the insurance business requires management to make estimates and 
assumptions that affect the amounts reported in the consolidated financial 
statements and accompanying notes.  Actual results could differ from those 
estimates.  

Investments 

The Company classifies its fixed maturity securities and equity securities 
(common and non-redeemable preferred stocks) as available-for-sale and, 
accordingly, such securities are carried at fair value.  The cost of fixed 
maturity securities is adjusted for amortization of premiums and discounts.  
The cost of fixed maturity and equity securities is adjusted for declines in 
value that are other than temporary.

For the mortgage-backed securities portion of the fixed maturity securities 
portfolio, the Company recognizes income using a constant effective yield 
based on anticipated prepayments and the estimated economic life of the 
securities.  When estimates of prepayments change, the effective yield is 
recalculated to reflect actual payments to date and anticipated future 
payments.  The net investment in the securities is adjusted to the amount that 
would have existed had the new effective yield been applied since the 
acquisition of the securities.  This adjustment is reflected in net investment 
income.

Mortgage loans on real estate are carried at outstanding principal balances 
less unaccrued discounts and net of reserves for declines that are other than 
temporary.  Investment real estate is carried at cost less allowances for 
depreciation.  Such real estate is carried net of reserves for declines in 
value that are other than temporary.  Real estate acquired through foreclosure  
proceedings is recorded at fair value on the settlement date which establishes 
a new cost basis.  If 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

a subsequent periodic review of a foreclosed property indicates the fair 
value, less estimated costs to sell, is lower than the carrying value at the 
settlement date, the carrying value is adjusted to the lower amount.  Policy 
loans are carried at the aggregate unpaid balances.  Any changes to the 
reserves for mortgage loans on real estate and real estate are reported as a 
realized gain (loss) on investments.

Cash and invested cash are carried at cost and include all highly liquid debt 
instruments purchased with a maturity of three months or less, including 
participation in a short-term investment pool administered by Lincoln National 
Corporation ("LNC"), the Company's parent.

Realized gain (loss) on investments is recognized in net income, net of 
related amortization of deferred acquisition costs, using the specific 
identification method.  Changes in the fair values of securities carried at 
fair value are reflected directly in shareholder's equity after deductions for 
related adjustments for deferred acquisition costs and amounts required to 
satisfy policyholder commitments that would have been recorded if these 
securities would have been sold at their fair value, and after deferred taxes 
or credits to the extent deemed recoverable.

Derivatives

The Company hedges certain portions of its exposure to interest rate 
fluctuations, the widening of bond yield spreads over comparable maturity U.S. 
Government obligations and foreign exchange risk by entering into derivative 
transactions.  A description of the Company's accounting for its hedge of such 
risks is discussed in the following two paragraphs.

The premium paid for an interest rate cap is deferred and amortized to net 
investment income on a straight-line basis over the term of the interest rate 
cap.  Any settlement received in accordance with the terms of the interest 
rate caps is recorded as investment income.  Spread-lock agreements, interest 
rate swaps and financial futures, which hedge fixed maturity securities 
available-for-sale, are carried at fair value with the change in fair value 
reflected directly in shareholder's equity.  Realized gain (loss) from the 
settlement of such derivatives is deferred and amortized over the life of the 
hedged assets as an adjustment to the yield.  Foreign exchange forward 
contracts, foreign currency options and foreign currency swaps, which hedge 
some of the foreign exchange risk of investments in fixed maturity securities 
denominated in foreign currencies, are carried at fair value with the change 
in fair value reflected in earnings.  Realized gain (loss) from the settlement 
of such derivatives is also reflected in earnings.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

Hedge accounting is applied as indicated above after the Company determines 
that the items to be hedged expose the Company to interest rate fluctuations, 
the widening of bond yield spreads over comparable maturity U.S. Government 
obligations and foreign exchange risk; and the derivatives used are designated 
as a hedge and reduce the indicated risk by having a high correlation of 
changes in the value of the derivatives and the items being hedged at both the 
inception of the hedge and throughout the hedge period.  Should such criteria 
not be met, the change in value of the derivatives is included in net income.

Property and Equipment

Property and equipment owned for company use is carried at cost less 
allowances for depreciation.

Premiums and Fees

Revenue for universal life and other interest-sensitive life insurance policies
consists of policy charges for cost of insurance, policy initiation and
administration, and surrender charges that have been assessed.  Traditional
individual life-health and annuity premiums are recognized as revenue over the
premium-paying period of the policies.  Group health premiums are prorated over
the contract term of the policies.

Assets Held in Separate Accounts/Liabilities Related to Separate Accounts

These assets and liabilities represent segregated funds administered and 
invested by the Company for the exclusive benefit of pension and variable life 
and annuity contractholders.  The fees received by the Company for 
administrative and contractholder maintenance services performed for these 
separate accounts are included in the Company's consolidated statements of 
income.
<PAGE>


    
    
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)      
 
Deferred Acquisition Costs

Commissions and other costs of acquiring universal life insurance, variable 
universal life insurance, traditional life insurance, annuities and group 
health insurance which vary with and are primarily related to the production 
of new business, have been deferred to the extent recoverable.  Acquisition 
costs for universal and variable universal life insurance policies are being 
amortized over the lives of the policies in relation to the incidence of 
estimated gross profits from surrender charges and investment, mortality and 
expense margins, and actual realized gain (loss) on investments.  That 
amortization is adjusted retrospectively when estimates of current or future 
gross profits to be realized from a group of policies are revised.  The 
traditional life-health and annuity acquisition costs are amortized over the 
premium-paying period of the related policies using assumptions consistent 
with those used in computing policy reserves.  

Expenses

Expenses for universal and variable universal life insurance policies include 
interest credited to policy account balances and benefit claims incurred 
during the period in excess of policy account balances.  Interest crediting 
rates associated with funds invested in the Company's general account during 
1993 through 1995 ranged from 6.1% to 8.25%. 

Goodwill

The cost of acquired subsidiaries in excess of the fair value of net assets 
(goodwill) is amortized using the straight-line method over periods that 
generally correspond with the benefits expected to be derived from the 
acquisitions.  Goodwill is amortized over 40 years.  The carrying value of 
goodwill is reviewed periodically for indicators of impairment in value.

Policy Liabilities and Accruals

The liabilities for future policy benefits and expenses for universal and 
variable universal life insurance policies consist of policy account balances 
that accrue to the benefit of the policyholders, excluding surrender charges.  
The liabilities for future policy benefits and expenses for traditional life 
policies and immediate and deferred paid-up annuities are computed using a net 
level premium method and assumptions for investment yields, mortality and 
withdrawals based principally on Company experience projected at the time of 
policy issue, with provision for possible adverse deviations.  Interest 
assumptions for traditional direct individual life reserves for all policies 
range from 2.3% to 11.7% graded to 5.7% after 30 years depending on time of 
policy issue.  Interest rate assumptions for reinsurance reserves range from 
5.0% to 11.0% graded to 8.0% after 20 years.  The interest assumptions for 
immediate and deferred paid-up annuities range from 4.5% to 8.0%.
<PAGE>
     
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

With respect to its policy liabilities and accruals, the Company carries on a 
continuing review of its 1) overall reserve position, 2) reserving techniques 
and 3) reinsurance arrangements, and as experience develops and new 
information becomes known, liabilities are adjusted as deemed necessary.  The 
effects of changes in estimates are included in the operating results for the 
period in which such estimates occur. 

Reinsurance

The Company enters into reinsurance agreements with other companies in the 
normal course of their business.  The Company may assume reinsurance from 
unaffiliated companies and/or cede reinsurance to such companies.  
Assets/liabilities and premiums/benefits from certain reinsurance contracts 
which grant statutory surplus to other insurance companies have been netted on 
the balance sheets and income statements, respectively, since there is a right 
of offset.  All other reinsurance agreements are reported on a gross basis.

Depreciation

Provisions for depreciation of investment real estate and property and 
equipment owned for Company use are computed principally on the straight-line 
method over the estimated useful lives of the assets.

Postretirement Medical and Life Insurance Benefits

The Company accounts for its postretirement medical and life insurance 
benefits using the full accrual method.
<PAGE>
   
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

1. Summary of Significant Accounting Policies (continued)

Income Taxes

The Company and eligible subsidiaries have elected to file consolidated 
Federal and state income tax returns with their parent, LNC.  Pursuant to an 
intercompany tax sharing agreement with LNC, the Company and its eligible 
subsidiaries provide for income taxes on a separate return filing basis.  The 
tax sharing agreement also provides that the Company and eligible subsidiaries 
will receive benefit for net operating losses, capital losses and tax credits 
which are not usable on a separate return basis to the extent such items may 
be utilized in the consolidated income tax returns of LNC.

The Company uses the liability method of accounting for income taxes.  
Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for income tax return purposes.  The Company 
establishes a valuation allowance for any portion of its deferred tax assets 
which are unlikely to be realized.


2. Changes in Accounting Principles and Changes in Estimates

Postretirement Benefits Other Than Pensions
 
Effective January 1, 1993, the Company changed its method of accounting for 
postretirement medical and life insurance benefits for its eligible employees 
and agents from a pay-as-you-go method to a full accrual method in accordance 
with Financial Accounting Standards No. 106 entitled "Employers' Accounting 
for Postretirement Benefits Other Than Pensions" ("FAS 106").  This full 
accrual method recognizes the estimated obligation for retired employees and 
agents and active employees and agents who are expected to retire in the 
future.  The effect of the change was to increase net periodic postretirement 
benefit cost by $7,800,000 and decrease income before cumulative effect of 
accounting change by $5,100,000 ($0.51 per share).  The implementation of FAS 
106 resulted in a one-time charge to the first quarter 1993 net income of 
$45,600,000 or $4.56 per share ($69,000,000 pre-tax) for the cumulative effect 
of the accounting change.  See Note 6 for additional disclosures regarding 
postretirement benefits other than pensions.
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

2. Changes in Accounting Principles and Changes in Estimates (continued)

Accounting by Creditors for Impairment of a Loan

Financial Accounting Standards No. 114 entitled "Accounting by Creditors for 
Impairment of a Loan" ("FAS 114") issued in May 1993, was adopted by the 
Company effective January 1, 1993.  FAS 114 requires that if an impaired 
mortgage loan's fair value as described in Note 3 is less than the recorded 
investment in the loan, the difference is recorded in the mortgage loan 
allowance for losses account.  The adoption of FAS 114 resulted in additions 
to the mortgage loan allowance for losses account and reduced first quarter 
1993 income before cumulative effect of accounting change and net income by 
$37,700,000 or $3.77 per share ($57,200,000 pre-tax).  See Note 3 for further 
mortgage loan disclosures.  Most of the effect of this change in accounting 
was within the Life Insurance and Annuities business segment.
 
Accounting for Certain Investments in Debt and Equity Securities

Financial Accounting Standards No. 115 entitled "Accounting for Certain 
Investments in Debt and Equity Securities" ("FAS 115") issued in May 1993, was 
adopted by the Company as of December 31, 1993.  In accordance with the rules, 
the prior year financial statements have not been restated to reflect the 
change in accounting principle.  Under FAS 115, securities can be classified 
as available-for-sale, trading or held-to-maturity according to the holder's 
intent.  The Company classified its entire fixed maturity securities portfolio 
as "available-for-sale."  Securities classified as available-for-sale are 
carried at fair value and unrealized gains and losses on such securities are 
carried as a separate component of shareholder's equity.  The ending balance 
of shareholder's equity at December 31, 1993 was increased by $564,200,000 
(net of $377,500,000 of related adjustments to deferred acquisition costs, 
$50,700,000 of policyholder commitments and $303,700,000 in deferred income 
taxes, all of which would have been recognized if those securities would have 
been sold at their fair value, net of amounts applicable to Security-
Connecticut Corporation) to reflect the net unrealized gain on fixed maturity 
securities classified as available-for-sale previously carried at amortized 
cost.  Prior to the adoption of FAS 115, the Company carried a portion of its 
fixed maturity securities at fair value with unrealized gains and losses 
carried as a separate component of shareholder's equity.  The remainder of 
such securities were carried at amortized cost. 
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

2. Changes in Accounting Principles and Changes in Estimates (continued)

Change in Estimate for Net Investment Income Related to Mortgage-Backed 
Securities

At December 31, 1993, the Company had $5,942,100,000 invested in mortgage-
backed securities.  As indicated in Note 1, the Company recognizes income on 
these securities using a constant effective yield based on anticipated 
prepayments.  With the implementation of new investment software in December  
1993, the Company was able to significantly refine its estimate of the 
effective yield on such securities to better reflect actual prepayments and 
estimates of future prepayments.  This resulted in an increase in the 
amortization of purchase discount on these securities of $58,000,000 and, 
after related amortization of deferred acquisition costs ($18,300,000) and 
income taxes ($14,300,000), increased 1993's income before cumulative effect 
of accounting change and net income by $25,500,000 or $2.55 per share.  Most 
of the effect of this change in estimate was within the Life Insurance and 
Annuities business segment.

Change in Estimate for Disability Income Reserves
 
During the fourth quarter of 1993, income before cumulative effect of 
accounting change and net income decreased by $15,500,000 or $1.55 per share 
as the result of strengthening reinsurance disability income reserves by 
$23,900,000.  The need for this reserve increase within the Reinsurance 
segment was identified as the result of management's assessment of current 
expectations for morbidity trends and the impact of lower investment income 
due to lower interest rates.
   
During the fourth quarter of 1995, the Company completed an in-depth review of 
the experience of its disability income business.  As a result of this study, 
and based on the assumption that recent experience will continue in the 
future, income before cumulative effect of accounting change and net income 
decreased by $33,500,000 or $3.35 per share ($51,500,000 pre-tax) as a result 
of strengthening disability income reserves by $15,200,000 and writing-off 
deferred acquisition costs of $36,300,000 in the Reinsurance segment.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments

The major categories of net investment income are as follows:
<TABLE> 
<CAPTION> 
                                                    Year ended December 31
                                                  1995       1994       1993
                                                        (in millions)
<S>                                            <C>        <C>        <C> 
  Fixed maturity securities                    $1,549.4   $1,357.4   $1,497.6
  Equity securities                                 8.9        7.4        4.3
  Mortgage loans on real estate                   268.3      271.3      294.2
  Real estate                                     110.0       97.8       75.2
  Policy loans                                     35.4       32.7       36.0
  Invested cash                                    55.4       46.4       24.8
  Other investments                                15.8        7.3        8.0
  Investment revenue                            2,043.2    1,820.3    1,940.1
  Investment expenses                             143.6      146.3      116.6
  Net investment income                        $1,899.6   $1,674.0   $1,823.5
</TABLE> 

The realized gain (loss) on investments is as follows:
    
<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                   1995       1994       1993
                                                          (in millions)
<S>                                              <C>       <C>        <C>    
  Fixed maturity securities available-for-sale:
    Gross gain                                    $239.6    $  69.6    $ 91.1
    Gross loss                                     (87.8)    (294.1)     (8.4)
  Equity securities available-for-sale:
    Gross gain                                      82.3       50.2      88.3
    Gross loss                                     (31.3)     (50.5)    (33.7)
  Fixed maturity securities held for investment:
    Gross gain                                        --         --     209.9
    Gross loss                                        --         --     (69.5)
  Other investments                                 42.2        5.1    (161.8)
  Related restoration or amortization
    of deferred acquisition costs and
    provision for policyholder
    commitments                                   (108.8)      81.2     (23.7)
  Total                                           $136.2    $(138.5)   $ 92.2
</TABLE> 
     
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Provisions (credits) for write-downs and net changes in provisions for losses, 
which are included in realized gain (loss) on investments shown above, are as 
follows:

<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                     1995     1994     1993
                                                          (in millions)
<S>                                                 <C>      <C>     <C> 
  Fixed maturity securities                         $10.4    $14.2   $ 55.6
  Equity securities                                   3.3      6.8       --
  Mortgage loans on real estate                      14.7     19.5    136.7
  Real estate                                        (7.2)    13.0     21.8
  Other long-term investments                        (1.5)      .3      3.9
  Guarantees                                         (2.2)     4.3      1.7
  Total                                             $17.5    $58.1   $219.7
</TABLE>

The change in unrealized appreciation (depreciation) on investments in fixed 
maturity and equity securities is as follows:

<TABLE> 
<CAPTION> 
                                                 Year ended December 31
                                              1995        1994        1993
                                                     (in millions)
<S>                                        <C>        <C>          <C> 
  Fixed maturity securities 
    available-for-sale                     $2,063.7   $(1,903.7)   $1,387.1
  Equity securities available-for-sale         78.1       (26.0)        9.2
  Fixed maturity securities 
    held for investment                          --          --      (959.7)
  Total                                    $2,141.8   $(1,929.7)   $  436.6
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The cost, gross unrealized gain and loss and fair value of securities 
available-for-sale are as follows:

<TABLE> 
<CAPTION> 
                                                    December 31, 1995
                                                    Gross Unrealized   Fair
                                            Cost      Gain     Loss    Value
                                                      (in millions)
<S>                                      <C>        <C>       <C>    <C> 
  Corporate bonds                        $12,412.1  $1,141.0  $28.7  $13,524.4
  U.S. Government bonds                      569.6      83.9     .1      653.4
  Foreign governments bonds                  927.9      70.3     .6      997.6
  Mortgage-backed securities:
    Mortgage pass-through securities       1,072.5      41.0    3.2    1,110.3
    Collateralized mortgage obligations    3,816.3     262.5    7.4    4,071.4
    Other mortgage-backed securities           2.8        .3     --        3.1
  State and municipal bonds                   12.3        .1     --       12.4
  Redeemable preferred stocks                 39.3       2.9     --       42.2
  Total fixed maturity securities         18,852.8   1,602.0   40.0   20,414.8
  Equity securities                          480.3     123.6    5.5      598.4
  Total                                  $19,333.1  $1,725.6  $45.5  $21,013.2
</TABLE> 
    
<TABLE> 
<CAPTION> 
                                                    December 31, 1994
                                                    Gross Unrealized   Fair
                                            Cost      Gain     Loss    Value
                                                      (in millions)
<S>                                      <C>        <C>      <C>     <C> 
  Corporate bonds                        $11,519.3  $143.3   $514.4  $11,148.2
  U.S. Government bonds                    1,048.4     6.9     25.5    1,029.8
  Foreign governments bonds                  541.2     4.7     12.5      533.4
  Mortgage-backed securities:
    Mortgage pass-through securities       1,176.8     3.0     44.1    1,135.7
    Collateralized mortgage obligations    3,835.5    85.8    148.6    3,772.7
    Other mortgage-backed securities           5.0      .1       .1        5.0
  State and municipal bonds                   16.3      .4       --       16.7
  Redeemable preferred stocks                 51.4      .2       .9       50.7
  Total fixed maturity securities         18,193.9   244.4    746.1   17,692.2
  Equity securities                          416.3    56.4     16.4      456.3
  Total                                  $18,610.2  $300.8   $762.5  $18,148.5
</TABLE> 
     
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Future maturities of fixed maturity securities available-for-sale are as 
follows:

<TABLE> 
<CAPTION> 
                                                           December 31, 1995
                                                                       Fair
                                                           Cost       Value
                                                             (in millions)
<S>                                                     <C>         <C> 
  Due in one year or less                               $   278.4   $   282.6
  Due after one year through five years                   2,955.7     3,102.1
  Due after five years through ten years                  4,918.2     5,265.9
  Due after ten years                                     5,808.9     6,579.4
  Subtotal                                               13,961.2    15,230.0
  Mortgage-backed securities                              4,891.6     5,184.8
  Total                                                 $18,852.8   $20,414.8
</TABLE> 

The foregoing data is based on stated maturities.  Actual maturities will 
differ in some cases because borrowers may have the right to call or pre-pay 
obligations. 

At December 31, 1995, the current par, amortized cost and estimated fair value 
of investments in mortgage-backed securities summarized by interest rates of 
the underlying collateral are as follows:

<TABLE> 
<CAPTION> 
                                                      December 31, 1995
                                                Current                 Fair
                                                  Par       Cost       Value
                                                        (in millions)
<S>                                            <C>        <C>        <C> 
  Below 7%                                     $  292.6   $  290.5   $  293.6
  7%-8%                                         1,302.8    1,276.9    1,318.2
  8%-9%                                         1,607.0    1,564.7    1,669.8
  Above 9%                                      1,810.5    1,759.5    1,903.2
  Total                                        $5,012.9   $4,891.6   $5,184.8
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The quality ratings of fixed maturity securities available-for-sale are as 
follows:
<TABLE> 
<CAPTION> 
                                                  December 31, 1995
  <S>                                             <C>         
  Treasuries and AAA                                     34.1%
  AA                                                      8.0
  A                                                      25.9
  BBB                                                    24.5
  BB                                                      3.9
  Less than BB                                            3.6
                                                        100.0%
</TABLE> 
Mortgage loans on real estate are considered impaired when, based on current 
information and events, it is probable that the Company will be unable to 
collect all amounts due according to the contractual terms of the loan 
agreement.  When the Company determines that a loan is impaired, a provision 
for loss is established for the difference between the carrying value of the 
mortgage loan and the estimated value.  Estimated value is based on either the 
present value of expected future cash flows discounted at the loan's effective 
interest rate, the loan's observable market price or the fair value of the 
collateral.  The provision for losses is reported as realized gain (loss) on 
investments.  Mortgage loans deemed to be uncollectible are charged against 
the provision for losses and subsequent recoveries, if any, are credited to 
the provision for losses.

The provision for losses is maintained at a level believed adequate by 
management to absorb estimated probable credit losses.  Management's periodic 
evaluation of the adequacy of the provision for losses is based on the 
Company's past loan loss experience, known and inherent risks in the 
portfolio, adverse situations that may affect the borrower's ability to repay 
(including the timing of future payments), the estimated value of the 
underlying collateral, composition of the loan portfolio, current economic 
conditions and other relevant factors.  This evaluation is inherently 
subjective as it requires estimating the amounts and timing of future cash 
flows expected to be received on impaired loans that may be susceptible to 
significant change.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Impaired loans along with the related allowance for losses are as follows:
<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
  <S>                                                       <C>       <C>  
  Impaired loans with allowance for losses                  $144.7    $246.0
  Allowance for losses                                       (28.5)    (56.6)
  Impaired loans with no allowance for losses                  2.1       2.2
  Net impaired loans                                        $118.3    $191.6
</TABLE> 
Impaired loans with no allowance for losses are a result of direct write-downs 
or for collateral dependent loans where the fair value of the collateral is 
greater than the recorded investment in such loans.

A reconciliation of the mortgage loan allowance for losses for these impaired 
mortgage loans is as follows:
<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                           (in millions)
<S>                                                   <C>     <C>      <C>    
Balance at beginning of year                          $56.6   $220.7   $129.1
Provisions for losses                                  14.7     19.5     79.5
Provision for adoption of FAS 114                        --       --     57.2
Releases due to write-downs                           (12.0)      --       --
Releases due to sales                                 (15.9)  (164.7)   (12.2)
Releases due to foreclosures                          (14.9)   (18.9)   (32.9)
Balance at end of year                                $28.5   $ 56.6   $220.7
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The average recorded investment in impaired loans and the interest income 
recognized on impaired loans were as follows:
<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                            (in millions)
  <S>                                                <C>      <C>      <C>  
  Average recorded investment in impaired loans      $181.7   $467.5   $703.6
  Interest income recognized on impaired loans         16.6     36.1     47.3
</TABLE> 
All interest income on impaired loans was recognized on the cash basis of 
income recognition.

As of December 31, 1995 and 1994, the Company had restructured loans of 
$62,500,000 and $36,200,000, respectively.  The Company recorded $6,300,000 
and $800,000 interest income on these restructured loans in 1995 and 1994, 
respectively.  Interest income in the amount of $6,600,000 and $3,900,000 
would have been recorded on these loans according to their original terms in 
1995 and 1994, respectively.  As of December 31, 1995 and 1994, the Company 
had no outstanding commitments to lend funds on restructured loans.

As of December 31, 1995, the Company's investment commitments for fixed 
maturity securities (primarily private placements), mortgage loans on real 
estate and real estate were $543,100,000.

Fixed maturity securities available-for-sale, mortgage loans on real estate 
and real estate with a combined carrying value at December 31, 1995 of 
$1,300,000 were non-income producing for the year ended December 31, 1995.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The cost information for mortgage loans on real estate, real estate and other 
long-term investments are net of allowances for losses.  The balance sheet 
account for other liabilities includes a reserve for guarantees of third-party 
debt.  The amount of allowances and a reserve for such items is as follows:
<TABLE> 
<CAPTION> 
                                                                December 31
                                                               1995     1994
                                                               (in millions)
  <S>                                                         <C>      <C>  
  Mortgage loans on real estate                               $28.5    $56.6
  Real estate                                                  46.6     65.2
  Other long-term investments                                  11.8     13.5
</TABLE> 
Details underlying the balance sheet caption "Net Unrealized Gain (Loss) on 
Securities Available-for-Sale," are as follows:
<TABLE> 
<CAPTION> 
                                                             December 31
                                                          1995        1994
                                                            (in millions)
  <S>                                                  <C>         <C>  
  Fair value of securities available-for-sale          $21,013.2   $18,148.5
  Cost of securities available-for-sale                 19,333.1    18,610.2
  Unrealized gain (loss)                                 1,680.1      (461.7)
  Adjustments to deferred acquisition costs               (492.1)      158.2
  Amounts required to satisfy
    policyholder commitments                              (510.1)        8.6
  Deferred income credits (taxes)                         (234.6)      105.9
  Valuation allowance for deferred tax assets                 --      (135.6)
  Net unrealized gain (loss) on
    securities available-for-sale                      $   443.3   $  (324.6)
</TABLE> 
Adjustments to deferred acquisition costs and amounts required to satisfy 
policyholder commitments are netted against the Deferred Acquisition Costs 
asset account and included with the Future Policy Benefits, Claims and Claims 
Expense liability account on the balance sheet, respectively.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes

The Federal income tax expense (benefit) before cumulative effect of 
accounting change is as follows:
<TABLE> 
<CAPTION> 
                                                     Year ended December 31
                                                    1995      1994     1993
                                                           (in millions)
  <S>                                              <C>      <C>       <C>  
  Current                                          $172.5   $(93.4)   $261.3
  Deferred                                          (45.0)   133.8    (118.8)
  Total                                            $127.5   $ 40.4    $142.5
</TABLE> 
Cash paid for Federal income taxes in 1995, 1994 and 1993 was $27,500,000, 
$41,400,000 and $272,600,000, respectively.  The cash paid in 1995 is net of a 
$146,900,000 cash refund related to the carryback of 1994 capital losses to 
prior years.

The effective tax rate on pre-tax income before cumulative effect of 
accounting change is lower than the prevailing corporate Federal income tax 
rate.  A reconciliation of this difference is as follows:  
<TABLE> 
<CAPTION>  
                                                     Year ended December 31
                                                    1995      1994     1993
                                                           (in millions)
   <S>                                             <C>       <C>      <C>   
  Tax rate times pre-tax income                    $157.3    $91.1    $117.5
  Effect of:
    Tax-exempt investment income                    (22.0)   (21.5)    (16.2)
    Participating policyholders' share                5.4      3.4       4.1
    Loss (gain) on sale of affiliates                  --    (24.1)     34.5
    Other items                                     (13.2)    (8.5)      2.6
  Provision for income taxes                       $127.5    $40.4    $142.5

  Effective tax rate                                 28.4%    15.5%     42.5%
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes (continued)

The Federal income tax recoverable (liability) is as follows:
<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                              (in millions)
  <S>                                                     <C>         <C> 
  Current                                                 $ (25.0)    $118.2
  Deferred                                                 (141.4)      16.3
  Total                                                   $(166.4)    $134.5
</TABLE> 
Significant components of the Company's net deferred tax asset (liability) are 
as follows:
<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                              (in millions)
  <S>                                                      <C>        <C> 
  Deferred tax assets:
    Policy liabilities and accruals 
      and contractholder funds                             $ 694.5    $430.9
    Loss on investments                                         --      16.8
    Net unrealized loss on 
      securities available-for-sale                             --     161.6
    Postretirement benefits other than pensions               25.3      24.2
    Other                                                     39.5      34.6
  Total deferred tax assets                                  759.3     668.1
  Valuation allowance for deferred tax assets                   --    (135.6)
  Net deferred tax assets                                    759.3     532.5

  Deferred tax liabilities:
    Deferred acquisition costs                               218.8     475.5
    Net unrealized gain on 
      securities available-for-sale                          579.6        --
    Gain on investments                                        7.7        --
    Other                                                     94.6      40.7
  Total deferred tax liabilities                             900.7     516.2
  Net deferred tax (liability) asset                       $(141.4)   $ 16.3
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

4. Federal Income Taxes (continued)

The Company is required to establish a "valuation allowance" for any portion 
of its deferred tax assets which are unlikely to be realized.  At December 31, 
1994, $161,600,000 of deferred tax assets relating to net unrealized capital 
losses on fixed maturity and equity securities available-for-sale were 
available to be recorded in shareholder's equity before considering a 
valuation allowance.  For Federal income tax purposes, capital losses may only 
be used to offset capital gains in the current year or during a three year 
carryback and five year carryforward period.  Due to these restrictions, and 
the uncertainty at that time of future capital gains, these deferred tax 
assets were substantially offset by a valuation allowance of $135,600,000.  By 
December 31, 1995, the fair values of fixed maturity and equity securities 
available-for-sale were greater than the cost basis resulting in unrealized 
capital gains.  Accordingly, no valuation allowance was established as of 
December 31, 1995 since management believes it is more likely than not that 
the Company will realize the benefit of its deferred tax assets.

Prior to 1984, a portion of the life companies' current income was not subject 
to current income tax, but was accumulated for income tax purposes in a 
memorandum account designated as "policyholders' surplus." The total of the 
life companies' balances in their respective "policyholders' surplus" accounts 
at December 31, 1983 of $204,800,000 was "frozen" by the Tax Reform Act of 
1984 and, accordingly, there have been no additions to the accounts after that 
date.  That portion of current income on which income taxes have been paid 
will continue to be accumulated in a memorandum account designated as 
"shareholder surplus," and is available for dividends to the shareholder 
without additional payment of tax.  The December 31, 1995 total of the life 
companies' account balances for their "shareholder surplus" was 
$1,554,000,000.  Should dividends to the shareholder for each life company 
exceed its respective "shareholder surplus," amounts would need to be 
transferred from its respective "policyholders' surplus" and would be subject 
to Federal income tax at that time.  In connection with the 1993 sale of a 
life insurance affiliate (see Note 10), $8,800,000 was transferred from 
policyholders' surplus to shareholder surplus and current income tax of 
$3,100,000 was paid.  Under existing or foreseeable circumstances, the Company 
neither expects nor intends that distributions will be made from the remaining 
balance in "policyholders' surplus" of $196,000,000 that will result in any 
such tax.  Accordingly, no provision for deferred income taxes has been 
provided by the Company on its "policyholders' surplus" account.  In the event 
that such excess distributions are made, it is estimated that income taxes of 
approximately $68,600,000 would be due.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data

The balance sheet captions, "Real Estate," "Other Investments" and "Property 
and Equipment," are shown net of allowances for depreciation as follows: 

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
<S>                                                         <C>       <C> 
  Real estate                                               $ 51.6    $ 37.0
  Other investments                                           14.6      12.2
  Property and equipment                                     100.7     104.7
</TABLE> 

Details underlying the balance sheet caption, "Contractholder Funds," are as 
follows: 

<TABLE>
<CAPTION> 
                                                            December 31
                                                          1995        1994
                                                           (in millions)
<S>                                                    <C>         <C> 
  Premium deposit funds                                $17,886.9   $16,770.3
  Undistributed earnings on participating business          91.9        63.6
  Other                                                    193.0       194.7
  Total                                                $18,171.8   $17,028.6
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data (continued)

Details underlying the balance sheet captions, "Short-term and Long-term 
Debt," are as follows:

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995      1994
                                                              (in millions)
<S>                                                         <C>       <C> 
  Short-term debt:
    Short-term notes                                        $123.5    $150.8
    Current portion of long-term debt                          1.3       2.9
  Total short-term debt                                     $124.8    $153.7

  Long-term debt less current portion:
    7% mortgage note payable, due 1996                      $   --    $  4.9
    9.48% mortgage note payable, due 1996                       --       7.7
    12% mortgage note payable, due 1996                         --        .2
    8.42% mortgage note payable, due 1997                      7.0       7.2
    8.25% mortgage note payable, due 1997                     10.1      10.2
    8% mortgage note payable, due 1997                         2.1        --
    8.75% mortgage note payable, due 1998                     18.4      18.8
    9.75% mortgage note payable, due 2002                      3.2       5.8
  Total long-term debt                                      $ 40.8    $ 54.8
</TABLE> 

Future maturities of long-term debt are as follows (in millions):

      1996 -- $ 1.3    1998 -- $18.4    2000       -- $ --
      1997 --  19.2    1999 --    --    Thereafter --  3.2

Cash paid for interest for 1995, 1994 and 1993 was $67,000, $615,000 and 
$96,000, respectively.

Reinsurance transactions included in the income statement caption, "Insurance 
Premiums," are as follows:

<TABLE> 
<CAPTION> 
                                                      Year ended December 31
                                                      1995     1994     1993
                                                           (in millions)
<S>                                                  <C>      <C>      <C> 
  Insurance assumed                                  $777.6   $910.8   $807.5
  Insurance ceded                                     441.7    716.7    568.6
  Net reinsurance premiums                           $335.9   $194.1   $238.9
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

5. Supplemental Financial Data (continued)

The income statement caption, "Benefits and Settlement Expenses," is net of 
reinsurance recoveries of $456,000, $524,000 and $438,000 for the years ended 
December 31, 1995, 1994 and 1993, respectively.

The income statement caption, "Underwriting, Acquisition, Insurance and Other 
Expenses," includes amortization of deferred acquisition costs of 
$399,700,000, $115,200,000 and $241,000,000 for the years ended December 31, 
1995, 1994 and 1993, respectively.  An additional $(85,200,000), $81,200,000 
and ($23,700,000) of deferred acquisition costs was restored (amortized) and 
netted against "Realized Gain (Loss) on Investments" for the years ended 
December 31, 1995, 1994 and 1993, respectively.

6. Employee Benefit Plans

Pension Plans

LNC maintains funded defined benefit pension plans for most of its employees 
and, prior to January 1, 1995, full-time agents.  The benefits for employees 
are based on total years of service and the highest 60 months of compensation 
during the last 10 years of employment.  The benefits for agents were based on 
a percentage of each agent's yearly earnings.  The plans are funded by 
contributions to tax-exempt trusts.  The Company's funding policy is 
consistent with the funding requirements of Federal laws and regulations.  
Contributions are intended to provide not only the benefits attributed to 
service to date, but also those expected to be earned in the future.  Plan 
assets consist principally of listed equity securities and corporate 
obligations and government bonds.

All benefits applicable to the funded defined benefit plan for agents were 
frozen as of December 31, 1994.  The curtailment of this plan did not have a 
significant effect on net pension cost for 1994.  Effective January 1, 1995, 
pension benefits for agents have been provided by a new defined contribution 
plan.  Contributions to this plan will be based on 2.3% of an agent's earnings 
up to the social security wage base and 4.6% of any excess.

LNC also administers two types of unfunded, nonqualified, defined benefit 
plans for certain employees and agents.  A supplemental retirement plan 
provides defined benefit pension benefits in excess of limits imposed by 
Federal tax law.  A salary continuation plan provides certain officers of the 
Company defined pension benefits based on years of service and final monthly 
salary upon death or retirement. 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The status of the funded defined benefit pension plans and the amounts 
recognized on the balance sheets are as follows:

<TABLE> 
<CAPTION> 
                                                              December 31
                                                            1995       1994
                                                             (in millions)
<S>                                                       <C>        <C> 
  Actuarial present value of benefit obligation: 
    Vested benefits                                       $(162.1)   $(130.5)
    Nonvested benefits                                       (9.2)      (7.3)
  Accumulated benefit obligation                           (171.3)    (137.8)
  Effect of projected future compensation increases         (37.2)     (24.3)
  Projected benefit obligation                             (208.5)    (162.1)
  Plan assets at fair value                                 196.4      159.3
  Projected benefit obligations in
    excess of plan assets                                   (12.1)      (2.8)
  Unrecognized net loss (gain)                               12.6        (.5)
  Unrecognized prior service cost                             1.2        1.1
  Prepaid (accrued) pension cost 
    included in other liabilities                         $   1.7    $  (2.2)
</TABLE> 

The status of the unfunded defined benefit pension plans and the amounts 
recognized on the balance sheets are as follows: 

<TABLE> 
<CAPTION> 
                                                                December 31
                                                               1995      1994
                                                               (in millions)
<S>                                                           <C>       <C> 
  Actuarial present value of benefit obligation: 
    Vested benefits                                           $(7.0)    $(5.4)
    Nonvested benefits                                         (1.5)     (1.0)
  Accumulated benefit obligation                               (8.5)     (6.4)
  Effect of projected future compensation increases            (2.4)     (2.5)
  Projected benefit obligation                                (10.9)     (8.9)
  Unrecognized transition obligation                             --        --
  Unrecognized net loss (gain)                                  1.0       (.3)
  Unrecognized prior service cost                                .8        .8
  Accrued pension costs included in other liabilities         $(9.1)    $(8.4)
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The determination of the projected benefits obligation for the defined benefit 
plans was based on the following assumptions:
<TABLE> 
<CAPTION> 
                                                        1995    1994    1993
  <S>                                                   <C>     <C>     <C>  
  Weighted-average discount rate                         7.0%    8.0%    7.0%
  Rate of increase in compensation:
    Salary continuation plan                             6.0     6.5     6.0
    All other plans                                      5.0     5.0     5.0
  Expected long-term rate of return on plan assets       9.0     9.0     9.0
</TABLE> 
The components of net pension cost for the defined benefit pension plans are 
as follows:
<TABLE> 
<CAPTION> 
                                                       Year ended December 31
                                                        1995    1994    1993
                                                            (in millions)
   <S>                                                 <C>     <C>     <C> 
  Service cost-benefits earned during the year         $ 5.0   $ 8.9   $ 8.5
  Interest cost on projected benefit obligation         13.2    12.9    12.4
  Actual return on plan assets                         (36.3)    4.7   (20.1)
  Net amortization (deferral)                           22.9   (18.6)    6.1
  Net pension cost                                     $ 4.8   $ 7.9   $ 6.9
</TABLE> 

401(k)

LNC and the Company sponsor contributory defined contribution plans for 
eligible employees and agents.  The Company's contributions to the plans are 
equal to each participant's pre-tax contribution, not to exceed 6% of base 
pay, multiplied by a percentage, ranging from 25% to 150%, which varies 
according to certain incentive criteria as determined by LNC's Board of 
Directors.  Expense for these plans amounted to $8,000,000, $13,200,000 and 
$11,800,000 in 1995, 1994 and 1993, respectively.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

Postretirement Medical and Life Insurance Benefit Plans

LNC sponsors unfunded defined benefit plans that provide postretirement 
medical and life insurance benefits to full-time employees and agents who, 
depending on the plan, have worked for the Company 10 to 15 years and attained 
age 55 to 60.  Medical benefits are also available to spouses and other 
dependents of employees and agents.  For medical benefits, limited 
contributions are required from individuals retired prior to November 1, 1988; 
contributions for later retirees, which can be adjusted annually, are based on 
such items as years of service at retirement and age at retirement.  The life 
insurance benefits are noncontributory, although participants can elect 
supplemental contributory benefits.

The status of the postretirement medical and life insurance benefit plans and 
the amounts recognized on the balance sheets are as follows:

<TABLE> 
<CAPTION> 
                                                               December 31
                                                             1995       1994
                                                              (in millions)
 <S>                                                       <C>        <C>  
  Accumulated postretirement benefit obligation:
    Retirees                                               $(39.8)    $(34.9)
    Fully eligible active plan participants                  (9.9)      (7.0)
    Other active plan participants                          (20.8)     (15.0)
  Accumulated postretirement benefit obligation             (70.5)     (56.9)
  Unrecognized net gain                                       (.8)      (5.5)
  Accrued plan cost included in other liabilities          $(71.3)    $(62.4)
</TABLE> 
The components of periodic postretirement benefit cost are as follows:
<TABLE> 
<CAPTION> 
                                                       Year ended December 31
                                                        1995    1994    1993
                                                            (in millions)
  <S>                                                   <C>     <C>     <C>    
  Service cost                                          $1.5    $1.7    $2.6
  Interest cost                                          4.4     4.2     4.6
  Amortization cost (credit)                             (.8)     .1      --
  Net periodic postretirement benefit cost              $5.1    $6.0    $7.2
</TABLE> 
<PAGE>
  
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

6. Employee Benefit Plans (continued)

The calculation of the accumulated postretirement benefit obligation assumes a 
weighted-average annual rate of increase in the per capita cost of covered 
benefits (i.e., health care cost trend rate) of 9.5% for 1996 gradually 
decreasing to 5.5% by 2004 and remaining at that level thereafter.  The health 
care cost trend rate assumption has a significant effect on the amounts 
reported.  For example, increasing the assumed health care cost trend rates by 
one percentage point each year would increase the accumulated postretirement 
benefit obligation as of December 1995 and 1994 by $5,100,000 and $4,100,000, 
respectively, and the aggregate of the estimated service and interest cost 
components of net periodic postretirement benefit cost for the year ended 
December 31, 1995 by $488,000.  The calculation assumes a long-term rate of 
increase in compensation of 5.0% for both December 31, 1995 and 1994.  The 
weighted-average discount rate used in determining the accumulated 
postretirement benefit obligation was 7.0% and 8.0% at December 31, 1995 and 
1994, respectively.


7. Restrictions, Commitments and Contingencies

Shareholder's Equity Restrictions

Net income as determined in accordance with statutory accounting practices for 
the Company and its insurance subsidiaries in 1995, 1994 and 1993 was 
$284,500,000, $366,700,000 and $237,000,000, respectively.  The Company's 
shareholder's equity as determined in accordance with statutory accounting 
practices at December 31, 1995 and 1994 was $1,732,900,000 and $1,679,700,000, 
respectively.

The Company is subject to certain insurance department regulatory restrictions 
as to the transfer of funds and payments of dividends to LNC.  In 1996, the 
Company can transfer up to $284,500,000 without seeking prior approval from 
the insurance regulators.


Disability Income Claims

The liability for disability income claims net of the related asset for 
amounts recoverable from reinsurers at December 31, 1995 and 1994 is a net 
liability of $602,600,000 and $441,700,000, respectively, excluding deferred 
acquisition costs.  The bulk of the increase to this liability relates to the 
assumption of a large block of disability claim reserves and related assets 
during the third quarter of 1995.  In addition, as indicated in Note 2, the 
Company strengthened its disability income reserves and wrote off certain 
related deferred acquisition costs in the fourth quarter of 1995.  The 
reserves were established on the assumption that the recent experience will 
continue in the future.  If incidence levels or claim termination rates vary 
significantly from these assumptions, further adjustments to reserves may be 
required in the future.  It is not possible to provide a meaningful estimate 
of a range of possible outcomes at this time.  The Company reviews and updates 
the level of these reserves on an on-going basis.

Compliance of Qualified Annuity Plans

Tax authorities continue to focus on compliance of qualified annuity plans 
marketed by insurance companies.  If sponsoring employers cannot demonstrate 
compliance and the insurance company is held responsible due to its marketing 
efforts, the Company and other insurers may be subject to potential liability.  
It is not possible to provide a meaningful estimate of the range of potential 
liability at this time.  Management continues to monitor this matter and to 
take steps to minimize any potential liability.

Group Pension Annuities

The liabilities for guaranteed interest and group pension annuity contracts, 
which are no longer being sold, are supported by a single portfolio of assets 
which attempts to match the duration of these liabilities.  Due to the very 
long-term nature of group pension annuities and the resulting inability to 
exactly match cash flows, a risk exists that future cash flows from 
investments will not be reinvested at rates as high as currently earned by the 
portfolio.  This situation could cause losses which would be recognized at 
some future time.

Leases 
   
The Company and certain of its subsidiaries lease their home office properties 
through sale-leaseback agreements.  The agreements provide for a 25 year lease 
period with options to renew for six additional terms of five years each.  The 
agreements also provide the Company with the right of first refusal to 
purchase the properties during the term of the lease, including renewal 
periods, at a price as defined in the agreements.  In addition, the Company 
has the option to purchase the leased properties at fair market value as 
defined in the agreements on the last day of the initial 25 year lease period 
ending in 2009 or the last day of any of the renewal periods.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Total rental expense under operating leases in 1995, 1994 and 1993 was 
$24,400,000, $21,700,000 and $27,100,000.  Future minimum rental commitments 
are as follows (in millions):
<TABLE> 
<CAPTION> 
  <S>                                                            <C> 
  1996                                                           $ 20.9
  1997                                                             19.5
  1998                                                             18.3
  1999                                                             18.3
  2000                                                             17.7
  Thereafter                                                      172.4
  Total                                                          $267.1
</TABLE> 
Insurance Ceded and Assumed

The Company cedes insurance to other companies, including certain affiliates.  
The portion of risks exceeding each companys retention limit is reinsured 
with other insurers.  The Company seeks reinsurance coverage within the 
business segment that sells life insurance that limits its liabilities on an 
individual insured to $3,000,000.  To cover products other than life 
insurance, the Company acquires other insurance coverages with retentions and 
limits which management believes are appropriate for the circumstances.  The 
accompanying financial statements reflect premiums, benefits and settlement 
expenses and deferred acquisition costs, net of insurance ceded (see Note 5).  
The Company and its subsidiaries remain liable if their reinsurers are unable 
to meet their contractual obligations under the applicable reinsurance 
agreements.

The Company assumes insurance from other companies, including certain 
affiliates.  At December 31, 1995, the Company has provided $92,700,000 of 
statutory surplus relief to other insurance companies under reinsurance 
transactions.  Generally, such amounts are offset by corresponding receivables 
from the ceding company, which are secured by future profits on the reinsured 
business.  However, the Company is subject to the risk that the ceding company 
may become insolvent and the right of offset would not be permitted.  
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Vulnerability from Concentrations

At December 31, 1995, the Company did not have a material concentration of 
financial instruments in a single investee, industry or geographic location.  
Also at December 31, 1995, the Company did not have a concentration of 1) 
business transactions with a particular customer, lender or distributor, 2) 
revenues from a particular product of service, 3) sources of supply of labor 
or services used in the business or 4) a market or geographic area in which 
business is conducted that makes it vulnerable to an event that is at least 
reasonably possible to occur in the near term and which could cause a serve 
impact to the Company's financial condition.
   
Other Contingency Matters
 
The Company and its subsidiaries are involved in various pending or threatened 
legal proceedings arising from the conduct of their business.  In some 
instances, these proceedings include claims for punitive damages and similar 
types of relief in unspecified or substantial amounts, in addition to amounts 
for alleged contractual liability or requests for equitable relief.  After 
consultation with counsel and a review of available facts, it is management's 
opinion that these proceedings ultimately will be resolved without materially 
affecting the consolidated financial statements of the Company.
 
The number of insurance companies that are under regulatory supervision has 
resulted, and is expected to continue to result, in assessments by state 
guaranty funds to cover losses to policyholders of insolvent or rehabilitated 
companies.  Mandatory assessments may be partially recovered through a 
reduction in future premium taxes in some states.  The Company has accrued for 
expected assessments net of estimated future premium tax deductions.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Guarantees

The Company has guarantees with off-balance-sheet risks whose contractual 
amounts represent credit exposure.  Outstanding guarantees with off-balance-
sheet risks, shown in notional or contract amounts, are as follows:
<TABLE> 
<CAPTION> 
                                                               Notional or
                                                            Contract Amounts
                                                               December 31
                                                              1995    1994
                                                              (in millions)
  <S>                                                        <C>     <C> 
  Real estate partnerships                                   $ 3.3   $17.6
  Mortgage loan pass-through certificates                     63.6    78.2
  Total                                                      $66.9   $95.8
</TABLE> 
The Company has invested in real estate partnerships that use conventional 
mortgage loans.  In some cases, the terms of these arrangements involve 
guarantees by each of the partners to indemnify the mortgagor in the event a 
partner is unable to pay its principal and interest payments.  In addition, 
the Company has sold commercial mortgage loans through grantor trusts which  
issued pass-through certificates.  The Company has agreed to repurchase any  
mortgage loans which remain delinquent for 90 days at a repurchase price 
substantially equal to the outstanding principal balance plus accrued interest 
thereon to the date of repurchase.  It is management's opinion that the value 
of the properties underlying these commitments is sufficient that in the event 
of default the impact would not be material to the Company.  Accordingly, both 
the carrying value and fair value of these guarantees is zero at December 31, 
1995 and 1994.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Derivatives

The Company has derivatives with off-balance-sheet risks whose notional or 
contract amounts exceed the credit exposure.  The Company has entered into 
derivative transactions to reduce its exposure to fluctuations in interest 
rates, the widening of bond yield spreads over comparable maturity U.S. 
Government obligations and foreign exchange risks.  In addition, the Company 
is subject to the risks associated with changes in the value of its 
derivatives; however, such changes in the value generally are offset by 
changes in the value of the items being hedged by such contracts.  Outstanding 
derivatives with off-balance-sheet risks, shown in notional or contract 
amounts along with their carrying value and estimated fair values, are as 
follows:
<TABLE> 
<CAPTION> 
                                                   Assets (Liabilities)
                                Notional or   Carrying Fair  Carrying Fair
                              Contract Amounts  Value Value   Value  Value
                                December 31     December 31    December 31
                               1995     1994     1995  1995    1994   1994
                                              (in millions)
<S>                         <C>       <C>        <C>    <C>    <C>    <C>     
Interest rate derivatives:
  Interest rate
    cap agreements          $5,110.0  $4,400.0   $22.7  $5.3   $23.3  $34.4
  Spread-lock 
   agreements                  600.0   1,300.0     (.9)  (.9)    3.2    3.2
  Financial
    futures contracts             --     382.5      --    --    (7.5)  (7.5)
  Interest rate swaps            5.0       5.0      .2    .2      .2     .2
                             5,715.0   6,087.5    22.0   4.6    19.2   30.3
  Foreign currency
    derivatives:
      Foreign exchange
        forward contracts       15.7      21.2     (.6)  (.6)     .2     .2
      Foreign currency
        options                 99.2        --     1.9   1.4      --     --
      Foreign currency
        swaps                   15.0        --      .4    .4      --     --
                               129.9      21.2     1.7   1.2      .2     .2
                            $5,844.9  $6,108.7   $23.7  $5.8   $19.4  $30.5
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

A reconciliation and discussion of the notional or contract amounts for the 
significant programs using derivative agreements and contracts is as follows:
<TABLE> 
<CAPTION> 
                                     Interest Rate Caps      Spread Locks
                                        December 31          December 31
                                      1995      1994       1995       1994
                                                   (in millions)
  <S>                              <C>        <C>        <C>        <C> 
  Balance at beginning of year     $4,400.0   $3,800.0   $1,300.0   $1,700.0
  New contracts                       710.0      600.0      800.0         --
  Terminations and maturities            --         --   (1,500.0)    (400.0)
  Balance at end of year           $5,110.0   $4,400.0   $  600.0   $1,300.0
</TABLE> 
<TABLE> 
<CAPTION> 
                                                 Financial Futures
                                          Contracts             Options
                                       1995       1994       1995      1994
                                                  (in millions)
  <S>                               <C>         <C>         <C>       <C>    
  Balance at beginning of year      $  382.5    $   33.1    $   --    $   --
  New contracts                        810.5     1,087.7     181.6     308.0
  Terminations and maturities       (1,193.0)     (738.3)   (181.6)   (308.0)
  Balance at end of year            $     --    $  382.5    $   --    $   --
</TABLE> 
<TABLE> 
<CAPTION> 
                                              Foreign Currency Derivatives
                                            Foreign
                                            Exchange       Foreign   Foreign
                                            Forward       Currency   Currency
                                           Contracts       Options     Swaps
                                         1995    1994    1995  1994 1995  1994
                                                      (in millions)
  <S>                                   <C>     <C>    <C>     <C>  <C>    <C>  
  Balance at beginning of year          $ 21.2  $  --  $   --  $--  $  --  $--
  New contracts                          131.2   38.5   356.6   --   15.0   --
  Terminations and maturities           (136.7) (17.3) (257.4)  --     --   --
  Balance at end of year                $ 15.7  $21.2  $ 99.2  $--  $15.0  $--
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Interest Rate Caps

The interest rate cap agreements, which expire in 1997 through 2003, entitle 
the Company to receive payments from the counterparties on specified future 
reset dates, contingent on future interest rates.  For each cap, the amount of 
such quarterly payments, if any, is determined by the excess of a market 
interest rate over a specified cap rate times the notional amount divided by 
four.  The purpose of the Company's interest rate cap agreement program is to 
protect its annuity line of business from the effect of fluctuating interest 
rates.  The premium paid for the interest rate caps is included in other 
assets ($22,700,000 and $23,400,000 as of December 31, 1995 and 1994, 
respectively) and is being amortized over the terms of the agreements and is 
included in net investment income.

Spread Locks

Spread-lock agreements in effect at December 31, 1995 all expire in 2005.  
Spread-lock agreements provide for a lump sum payment to or by the Company 
depending on whether the spread between the swap rate and a specified U.S. 
Treasury note is larger or smaller than a contractually specified spread.  
Cash payments are based on the product of the notional amount, the spread 
between the swap rate and the yield of an equivalent maturity U.S. Treasury 
security and the price sensitivity of the swap at that time, expressed in 
dollars per basis point.  The purpose of the Company's spread-lock program is 
to protect a portion of its fixed maturity securities against widening of 
spreads.

Financial Futures

The Company uses exchange-traded financial futures contracts and options on 
those financial futures to hedge against interest rate risks and to manage 
duration of a portion of its fixed maturity securities.  Financial futures 
contracts obligate the Company to buy or sell a financial instrument at a 
specified future date for a specified price and may be settled in cash or 
through delivery of the financial instrument.  Cash settlements on the change 
in market values of financial futures contracts are made daily.  Options on 
financial futures give the Company the right, but not the obligation, to 
assume a long or short position in the underlying futures at a specified price 
during a specified time period.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

7. Restrictions, Commitments and Contingencies (continued)

Foreign Currency Derivatives 

The Company uses a combination of foreign exchange forward contracts, foreign 
currency options and foreign currency swaps, all of which are traded over-the-
counter, to hedge some of the foreign exchange risk of investments in fixed 
maturity securities denominated in foreign currencies.  The foreign currency 
forward contracts obligate the Company to deliver a specified amount of 
currency at a future date at a specified exchange rate.  Foreign currency 
options give the Company the right, but not the obligation, to buy or sell a 
foreign currency at a specific exchange rate during a specified time period.  
A foreign currency swap is a contractual agreement to exchange the currencies 
of two different countries pursuant to an agreement to reexchange the two 
currencies at the same rate of exchange at a specified future date.

Additional Derivative Information

Expenses for the agreements and contracts described above amounted to 
$5,600,000 and $5,400,000 in 1995 and 1994, respectively.  Deferred losses of 
$21,800,000 as of December 31, 1995, resulting from 1) terminated and expired 
spread-lock agreements, 2) financial futures contracts and 3) options on 
financial futures, are included with the related fixed maturity securities to 
which the hedge applied and are being amortized over the life of such 
securities.  

The Company is exposed to credit loss in the event of nonperformance by 
counterparties on interest rate cap agreements, spread-lock agreements, 
interest rate swaps, foreign exchange forward contracts, foreign currency 
options and foreign currency swaps, but the Company does not anticipate 
nonperformance by any of these counterparties.  The credit risk associated 
with such agreements is minimized by purchasing such agreements from financial 
institutions with long-standing, superior performance records.  The amount of 
such exposure is essentially the net replacement cost or market value for such 
agreements with each counterparty if the net market value is in the Company's 
favor.  At December 31, 1995, the exposure was $6,900,000.


8. Fair Value of Financial Instruments

The following discussion outlines the methodologies and assumptions used to 
determine the estimated fair value of the Company's financial instruments.  
Considerable judgment is required to develop these fair values and, 
accordingly, the estimates shown are not necessarily indicative of the amounts 
that would be realized in a one time, current market exchange of all of the 
Company's financial instruments.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Fixed Maturity and Equity Securities

Fair values for fixed maturity securities are based on quoted market prices, 
where available.  For fixed maturity securities not actively traded, fair 
values are estimated using values obtained from independent pricing services 
or, in the case of private placements, are estimated by discounting expected 
future cash flows using a current market rate applicable to the coupon rate, 
credit quality and maturity of the investments.  The fair values for equity 
securities are based on quoted market prices.

Mortgage Loans on Real Estate

The estimated fair value of mortgage loans on real estate was established 
using a discounted cash flow method based on credit rating, maturity and 
future income when compared to the expected yield for mortgages having similar 
characteristics.  The rating for mortgages in good standing are based on 
property type, location, market conditions, occupancy, debt service coverage, 
loan to value, caliber of tenancy, borrower and payment record.  Fair values 
for impaired mortgage loans are measured based either on the present value of 
expected future cash flows discounted at the loan's effective interest rate, 
at the loan's market price or the fair value of the collateral if the loan is 
collateral dependent. 
 
Policy Loans
 
The estimated fair value of investments in policy loans was calculated on a 
composite discounted cash flow basis using Treasury interest rates consistent 
with the maturity durations assumed.  These durations were based on historical 
experience.
  
Other Investments and Cash and Invested Cash

The carrying value for assets classified as other investments and cash and 
invested cash in the accompanying balance sheets approximates their fair 
value.
<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Investment Type Insurance Contracts

The balance sheet captions, "Future Policy Benefits, Claims and Claims 
Expenses" and "Contractholder Funds," include investment type insurance 
contracts (i.e., deposit contracts and guaranteed interest contracts).  The 
fair values for the deposit contracts and certain guaranteed interest 
contracts are based on their approximate surrender values.  The fair values 
for the remaining guaranteed interest and similar contracts are estimated 
using discounted cash flow calculations based on interest rates currently 
being offered on similar contracts with maturities consistent with those 
remaining for the contracts being valued.

The remainder of the balance sheet captions, "Future Policy Benefits, Claims 
and Claims Expenses" and "Contractholder Funds," that do not fit the 
definition of "investment type insurance contracts" are considered insurance 
contracts.  Fair value disclosures are not required for these insurance 
contracts and have not been determined by the Company.  It is the Company's 
position that the disclosure of the fair value of these insurance contracts is 
important in that readers of these financial statements could draw 
inappropriate conclusions about the Company's shareholder's equity determined 
on a fair value basis if only the fair value of assets and liabilities defined 
as financial instruments are disclosed.  The Company and other companies in 
the insurance industry are monitoring the related actions of the various rule-
making bodies and attempting to determine an appropriate methodology for 
estimating and disclosing the "fair value" of their insurance contract 
liabilities.

Short-Term and Long-Term Debt

Fair values for long-term debt issues are estimated using discounted cash flow 
analysis based on the Company's current incremental borrowing rate for similar 
types of borrowing arrangements.  For short-term debt, the carrying value 
approximates fair value.

Guarantees

The Company's guarantees include guarantees related to real estate 
partnerships and mortgage loan pass-through certificates.  Based on historical 
performance where repurchases have been negligible and the current status, 
which indicates none of the loans are delinquent, the fair value liability for 
the guarantees related to the mortgage loan pass-through certificates is 
insignificant.  Fair values for all other guarantees are based on fees that 
would be charged currently to enter into similar agreements, taking into 
consideration the remaining terms of the agreements and the counterparties' 
credit standing.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

Derivatives

The Company's derivatives include interest rate cap agreements, spread-lock 
agreements, foreign currency exchange contracts, financial futures contracts, 
options on financial futures, interest rate swaps, foreign currency options 
and foreign currency swaps.  Fair values for these contracts are based on 
current settlement values.  The current settlement values are based on quoted 
market prices for the foreign currency exchange contracts, financial future 
contracts and options on financial futures and on brokerage quotes, which 
utilized pricing models or formulas using current assumptions, for all other 
swaps and agreements.

Investment Commitments

Fair values for commitments to make investment in fixed maturity securities 
(primarily private placements), mortgage loans on real estate and real estate 
are based on the difference between the value of the committed investments as 
of the date of the accompanying balance sheets and the commitment date, which 
would take into account changes in interest rates, the counterparties' credit 
standing and the remaining terms of the commitments.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

8. Fair Value of Financial Instruments (continued)

The carrying values and estimated fair values of the Company's financial 
instruments are as follows:

<TABLE> 
<CAPTION> 
                                                    December 31
                                            1995                 1994
                                   Carrying     Fair     Carrying     Fair
        Assets (Liabilities)         Value      Value      Value      Value
                                                  (in millions)
<S>                                <C>        <C>        <C>        <C> 
  Fixed maturity securities        $20,414.8  $20,414.8  $17,692.2  $17,692.2
  Equity securities                    598.4      598.4      456.3      456.3
  Mortgage loans on real estate      3,147.8    3,330.5    2,795.9    2,720.6
  Policy loans                         565.3      557.4      528.7      508.1
  Other investments                    241.2      241.2      158.2      158.2
  Cash and invested cash               802.7      802.7      990.9      990.9
  Investment type 
    insurance contracts:
      Deposit contracts and
        certain guaranteed
        interest contracts         (15,390.8) (15,179.1) (14,294.7) (14,052.5)
      Remaining guaranteed 
        interest and similar
        contracts                   (2,470.9)  (2,396.5)  (2,485.5)  (2,423.9)
  Short-term debt                     (124.8)    (124.8)    (153.7)    (153.7)
  Long-term debt                       (40.8)     (36.7)     (54.8)     (57.0)
  Derivatives                           23.7        5.8       19.4       30.5
  Investment commitments                  --        (.8)        --        (.5)
</TABLE> 

As of December 31, 1995 and 1994, the carrying value of the deposit contracts 
and certain guaranteed contracts is net of deferred acquisition costs of 
$333,797,000 and $399,000,000, respectively, excluding adjustments for 
deferred acquisition costs applicable to changes in fair value of securities.  
The carrying values of these contracts are stated net of deferred acquisition 
costs in order that they be comparable with the fair value basis.


9. Segment Information 

The Company has two major business segments:  Life Insurance and Annuities and 
Reinsurance.  The Life Insurance and Annuities segment offers universal life, 
pension products and other individual coverages through a network of career 
agents, independent general agencies and insurance agencies located within a 
variety of financial institutions.  These products are sold throughout the 
United States by the Company.   Reinsurance sells reinsurance products and 
services to insurance companies, HMOs, self-funded employers and other primary 
risk accepting organizations in the U.S. and economically attractive 
international markets.  Effective in the fourth quarter of 1995, operating 
results of the direct disability income business previously included in the 
Life Insurance and Annuities segment is now included in the Reinsurance 
segment.  This direct disability income business, which is no longer being 
sold, is now managed by the Reinsurance segment along with its disability 
income business.  Prior to the sale of 100% of the ownership of its primary 
underwriter of employee life-health benefit coverages in 1994 (see Note 10), 
the Employee Life-Health Benefits segment distributed group life and health 
insurance, managed health care and other related coverages through career 
agents and independent general agencies.  Activity which is not included in 
the major business segments is shown as "Other Operations."

"Other Operations" includes operations not directly related to the business 
segments and unallocated corporate items (i.e., corporate investment income, 
interest expense on corporate debt and unallocated corporate overhead 
expenses).

The revenue, pre-tax income and assets by segment for 1993 through 1995 are as 
follows:

<TABLE> 
<CAPTION> 
                                                  Year ended December 31
                                                1995       1994       1993
                                                       (in millions)
<S>                                           <C>        <C>        <C> 
  Revenue:
    Life Insurance and Annuities              $2,569.2   $2,065.3   $2,341.9
    Reinsurance                                  751.2      660.4      610.7
    Employee Life-Health Benefits                   --      314.9    1,326.8
    Other Operations                              16.1       74.6      (28.8)
    Total                                     $3,336.5   $3,115.2   $4,250.6
  Income (loss) before income taxes and 
   cumulative effect of accounting change:
      Life Insurance and Annuities            $  361.0   $   75.6   $  265.3
      Reinsurance                                 83.5       93.9       31.6
      Employee Life-Health Benefits                 --       22.9       83.0
      Other Operations                             5.0       67.8      (44.2)
      Total                                   $  449.5   $  260.2   $  335.7
</TABLE> 

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

9. Segment Information (continued)

<TABLE> 
<CAPTION> 
                                                         December 31
                                                1995        1994        1993
                                                        (in millions)
<S>                                          <C>         <C>         <C> 
  Assets:
    Life Insurance and Annuities             $45,280.0   $37,675.9   $36,021.0
    Reinsurance                                3,383.5     2,311.5     2,328.9
    Employee Life-Health Benefits                   --          --       588.5
    Other Operations                             923.6     1,038.1       770.0
    Total                                    $49,587.1   $41,025.5   $39,708.4
</TABLE> 

Provisions for depreciation and capital additions were not material.

10. Sale of Affiliates

In December 1993, the Company recorded a provision for loss of $98,500,000 
(also $98,500,000 after-tax) in the "Other Operations" segment for the sale of 
Security-Connecticut Life Insurance Company ("Security-Connecticut").  The 
sale was completed on February 2, 1994 through an initial public offering and 
the Company received cash and notes, net of related expenses, totaling 
$237,700,000.  The loss on sale and disposal expenses did not differ 
materially from the estimate recorded in the fourth quarter of 1993.  For the 
year ended December 31, 1993, Security-Connecticut, which operated in the Life 
Insurance and Annuities segment, had revenue of $274,500,000 and net income of 
$24,000,000.

In 1994, the Company completed the sale of 100% of the common stock of 
EMPHESYS (parent company of Employers Health Insurance Company, which 
comprised the Employee Life-Health Benefits segment) for $348,200,000 of cash, 
net of related expenses, and a $50,000,000 promissory note.  A gain on sale of 
$69,000,000 (also $69,000,000 after-tax) was recognized in 1994 in "Other 
Operations".  For the year ended December 31, 1993, EMPHESYS had revenues of 
$1,304,700,000 and net income of $55,300,000.  EMPHESYS had revenue and net 
income of $314,900,000 and $14,400,000, respectively, during the three months 
of ownership in 1994.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

11. Subsequent Event

In January 1996, LNC announced that it had signed a definitive agreement to 
acquire the group tax-sheltered annuity business of UNUM Corporation's 
affiliates.  This purchase is expected to be completed in the form of a 
reinsurance transaction with an initial ceding commission of approximately 
$70,000,000.  This ceding commission represents the present value of business 
in-force and, accordingly, will be classified as other intangible assets upon 
the close of this transaction.  This transaction, which is expected to close 
in the third quarter of 1996, will increase LNC's assets and policy 
liabilities and accruals by approximately $3,200,000,000.


12. Transactions With Affiliates

A wholly owned subsidiary of LNC, Lincoln Financial Group, Inc. ("LFGI"), has 
a nearly exclusive general agents contract with the Company under which it 
sells the Company's products and provides the service that otherwise would be 
provided by a home office marketing department and regional offices.  For 
providing these selling and marketing services, the Company paid LFGI override 
commissions and operating expense allowances of $81,900,000, $78,500,000 and 
$74,500,000 in 1995, 1994 and 1993, respectively.  LFGI incurred expenses of 
$10,400,000, $10,700,000 and $10,500,000 in 1995, 1994 and 1993, respectively, 
in excess of the override commission and operating expense allowances received 
from the Company, which the Company is not required to reimburse.

Cash and invested cash at December 31, 1995 and 1994 include the Company's 
participation in a short-term investment pool with LNC of $333,800,000 and 
$428,300,000, respectively.  Related investment income amounted to 
$22,500,000, $17,100,000 and $9,100,000 in 1995, 1994 and 1993, respectively.  
Short-term debt at December 31, 1995 and 1994 includes $67,000,000 and 
$68,600,000, respectively, borrowed from LNC.  The Company paid interest to 
LNC of $24,000, $8,000 and $137,000 in 1995, 1994 and 1993, respectively.

The Company provides services to and receives services from affiliated 
companies which resulted in a net receipt of $7,500,000, $13,900,000 and 
$18,900,000 in 1995, 1994 and 1993, respectively.

<PAGE>
 
The Lincoln National Life Insurance Company

Notes to Consolidated Financial Statements (continued)

12. Transactions With Affiliates (continued)

The Company both cedes and accepts reinsurance from affiliated companies.  
Premiums in the accompanying statements of income includes reinsurance 
transactions with affiliated companies as follows:

<TABLE> 
<CAPTION> 
                                                                Year ended
                                                                December 31
                                                               1995     1994
                                                               (in millions)
<S>                                                          <C>       <C> 
  Insurance assumed                                          $ 17.6    $ 19.8
  Insurance ceded                                             214.4     481.3
</TABLE> 

The balance sheets include reinsurance balances with affiliated companies as 
follows:

<TABLE> 
<CAPTION> 
                                                                December 31
                                                              1995      1994
                                                               (in millions)
<S>                                                         <C>        <C> 
  Future policy benefits and claims assumed                 $  344.8   $341.3
  Future policy benefits and claims ceded                    1,344.5    857.7
  Amounts recoverable on paid and unpaid losses                 65.9     36.8
  Reinsurance payable on paid losses                             5.5      3.5
  Funds held under reinsurance treaties-net liability          712.3    238.4
</TABLE> 

Substantially all reinsurance ceded to affiliated companies is with 
unauthorized companies.  To take a reserve credit for such reinsurance, the 
Company holds assets from the reinsurer, including funds held under 
reinsurance treaties, and is the beneficiary on letters of credit aggregating 
$340,800,000 and $308,200,000 at December 31, 1995 and 1994, respectively.  At 
December 31, 1995 and 1994, LNC had guaranteed $275,300,000 and $298,200,000, 
respectively, of these letters of credit.  At December 31, 1995, the Company 
has a receivable (included in the foregoing amounts) from affiliated insurance 
companies in the amount of $241,900,000 for statutory surplus relief received 
under financial reinsurance ceded agreements.

 

                 
<PAGE>
 
Report of Ernst & Young LLP, Independent Auditors

Board of Directors
The Lincoln National Life Insurance Company

We have audited the accompanying consolidated balance sheets of The Lincoln 
National Life Insurance Company, a wholly owned subsidiary of Lincoln National 
Corporation, as of December 31, 1995 and 1994, and the related consolidated 
statements of income, shareholder's equity and cash flows for each of the three 
years in the period ended December 31, 1995. Our audits also included the 
financial statement schedules listed on B-   . These financial statements and 
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedules 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, the financial statements referred to above present fairly, in 
all material respects, the consolidated financial position of The Lincoln 
National Life Insurance Company at December 31, 1995, and 1994, and the 
consolidated results of its operations and its cash flows for each of the three 
years in the period ended December 31, 1995, in conformity with generally 
accepted accounting principles. Also, in our opinion, the related financial 
statement schedules, when considered in relation to the basic financial 
statements taken as a whole, present fairly in all material respects the 
information set forth therein.

As discussed in Note 2 to the consolidated financial statements, in 1993 the 
Company changed its method of accounting for postretirement benefits other than 
pensions, accounting for impairment of loans and accounting for certain 
investments in debt and equity securities.

    
                             /S/ ERNST & YOUNG LLP 

Fort Wayne, Indiana      
February 7, 1996

<PAGE>
 
FINANCIAL SCHEDULES

The following consolidated financial statement schedules of The Lincoln National
Life Insurance Company and subsidiaries are included on Pages B-     through 
B-   . 

I   Summary of Investments Other than Investments in Related Parties December 
    31, 1995

III Supplementary Insurance Information Years ended December 31, 1995, 1994 and
    1993
 
IV  Reinsurance Years ended December 31, 1995, 1994 and 1993

V   Valuation and Qualifying Accounts Years ended December 31, 1995, 1994 and 
    1993

All other schedules for which provision is made in the applicable accounting 
regulation of the Securities and Exchange Commission are not required under the 
related instructions, are inapplicable or the required information is included 
in the consolidated financial statements, and therefore have been omitted.


<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule I
Summary of Investments Other Than Investments in Related Parties

December 31, 1995
(000's omitted)

<TABLE> 
<CAPTION> 
                 Column A                           Column B      Column C        Column D
                                                                                 Amount at
                                                                                   Which 
                                                                                  Shown in
                                                                                the Balance 
            Type of Investment                        Cost          Value          Sheet
<S>                                              <C>            <C>           <C> 
Fixed maturity securities available-for-sale:
  Bonds:
    United States Government and 
      government agencies and authorities        $    569,552   $   653,444   $   653,444
    States, municipalities
      and political subdivisions                       12,325        12,375        12,375
    Mortgage-backed securities                      4,891,521     5,184,751     5,184,751
    Foreign governments                               927,901       997,567       997,567
    Public utilities                                2,572,309     2,772,990     2,772,990
    Convertibles and bonds
      with warrants attached                          181,431       199,658       199,658
    All other corporate bonds                       9,658,371    10,551,770    10,551,770
  Redeemable preferred stocks                          39,427        42,230        42,230
Total fixed maturity securities                    18,852,837    20,414,785    20,414,785

Equity securities available-for-sale:
  Common stocks:
    Public utilities                                    8,980        10,989        10,989
    Banks, trust and insurance companies               74,897        89,197        89,197
    Industrial, miscellaneous and all other           345,434       436,556       436,556
  Nonredeemable preferred stocks                       50,950        61,693        61,693
Total equity securities                               480,261       598,435       598,435

Mortgage loans on real estate                       3,176,275                   3,147,783 (A)
Real estate:
  Investment properties                               635,135                     635,135
  Acquired in satisfaction of debt                    157,441                     110,888 (A)
Policy loans                                          565,325                     565,325
Other investments                                     253,015                     241,219 (A)
Total investments                                 $24,120,189                 $25,713,570
</TABLE>

(A)  Investments which are deemed to have declines in value that are other than
temporary are written down or reserved for to reduce their carrying value to 
their estimated realizable value.

<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule III
Supplementary Insurance Information
(000's omitted)

<TABLE> 
<CAPTION> 
             Column A                     Column B       Column C       Column D     Column E       Column F
                                                       Future Policy
                                                         Benefits,                 Other Policy
                                          Deferred      Claims and                  Claims and
                                         Acquisition      Claim         Unearned     Benefits       Premium
              Segment                       Costs        Expenses       Premiums      Payable      Revenue (A)
<S>                                      <C>            <C>             <C>        <C>             <C>  
Year ended December 31, 1995:
  Life insurance and annuities           $  713,213     $6,530,475       $ 9,145        $--        $  685,258
  Reinsurance                               247,921      1,855,039        45,951         --           611,416
  Other (including consolidating
     adjustments)                            (7,300)        49,505            78         --               622
Total                                    $  953,834     $8,435,019      $ 55,174        $--        $1,297,296

Year ended December 31, 1994:
  Life insurance and annuities           $1,427,692     $5,888,581      $ 11,201        $--        $  647,416
  Reinsurance                               304,913      1,626,033        51,618         --           542,034
  Employee life-health benefits                  --             --            --         --           299,338
  Other (including consolidating
    adjustments)                              3,921         26,158        (1,347)        --             1,076
Total                                    $1,736,526     $7,540,772      $ 61,472        $--        $1,489,864

Year ended December 31, 1993:
  Life insurance and annuities           $  999,126     $6,782,207      $  5,188        $--        $  662,353
  Reinsurance                               298,787      1,616,088        54,157         --           491,397
  Employee life-health benefits                  --        228,892            --         --         1,243,576
  Other (including consolidating 
    adjustments)                                 --        171,043           315         --               387
Total                                    $1,297,913     $8,798,230     $  59,660        $--        $2,397,713
</TABLE>
 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule III
Supplementary Insurance Information (continued)
(000's omitted)

<TABLE> 
<CAPTION> 
                Column A                     Column G      Column H         Column I       Column J     Column K
                                                                          Amortization
                                                           Benefits,      of Deferred
                                                Net       Claims and        Policy          Other
                                            Investment      Claim         Acquisition     Operating      Premium
                Segment                     Income (B)     Expenses          Costs       Expenses (B)    Written
<S>                                         <C>           <C>             <C>            <C>             <C> 
Year ended December 31, 1995:
  Life insurance and annuities              $1,741,231    $1,649,119        $298,020      $261,016         $--
  Reinsurance                                  134,000       472,198         101,729        93,750          --
  Other (including consolidating
    adjustments)                                24,399         1,299              --         9,898          --
Total                                       $1,899,630    $2,122,616        $399,749      $364,664         $--

Year ended December 31, 1994:
  Life insurance and annuities              $1,542,552    $1,554,479        $ 85,697      $349,529         $--
  Reinsurance                                  116,957       419,266          29,477       117,238          --
  Employee life-health benefits (C)             10,838       218,672              --        73,355          --
  Other (including consolidating
    adjustments)                                 3,634         1,630              --         5,682          --
Total                                       $1,673,981    $2,194,047        $115,174      $545,804         $--

Year ended December 31, 1993:
  Life insurance and annuities              $1,676,163    $1,615,883        $197,363      $268,066         $--
  Reinsurance                                  115,582       467,824          38,351        72,840          --
  Employee life-health benefits                 54,513       943,235              --       300,648          --
  Other (including consolidating
    adjustments)                               (22,799)        6,197           5,275          (744)         --
Total                                       $1,823,459    $3,033,139        $240,989      $640,810         $--

(A)  Includes insurance fees on universal life and other interest sensitive products.
(B)  The allocation of expenses between investments and other operations are based on a number of assumptions and estimates.  
Results would change if different methods were applied.
(C)  Includes data through the March 21, 1994 date of sale of the direct writer of employee life-health coverages.
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule IV
Reinsurance (A)
(000's omitted)

<TABLE> 
<CAPTION> 
           Column A                      Column B      Column C       Column D     Column E      Column F
                                                                                                Percentage
                                                        Ceded         Assumed                   of Amount
                                          Gross        to Other      from Other        Net       Assumed
                                          Amount      Companies      Companies       Amount      to Net
<S>                                   <C>            <C>           <C>            <C>           <C>     
Year ended December 31, 1995:
  Life insurance in force             $ 51,570,782   $17,612,782   $142,794,000   $176,752,000    80.8%
  Premiums:
    Health insurance                       302,463       299,222        273,572        276,813    98.8
    Life insurance (B)                     658,936       142,523        504,070      1,020,483    49.4
Total                                 $    961,399   $   441,745   $    777,642   $  1,297,296

Year ended December 31, 1994:
  Life insurance in force             $ 79,802,000   $45,822,000   $125,640,000   $159,620,000    78.7%
  Premiums:
    Health insurance                       666,609       496,090        359,659        530,178    67.8
    Life insurance (B)                     629,185       220,678        551,179        959,686    57.4
Total                                 $  1,295,794   $   716,768   $    910,838   $  1,489,864

Year ended December 31, 1993:
  Life insurance in force             $135,401,000   $61,401,000   $109,257,000   $183,257,000    59.6%
  Premiums:
    Health insurance                     1,387,414       217,705        262,171      1,431,880    18.3
    Life insurance (B)                     771,408       350,907        545,332        965,833    56.5
Total                                 $  2,158,822   $   568,612   $    807,503   $  2,397,713

(A)  Special-purpose bulk reinsurance transactions have been excluded.
(B)  Includes insurance fees on universal life and other interest sensitive products.
</TABLE> 
<PAGE>
 
The Lincoln National Life Insurance Company and Subsidiaries

Schedule V
Valuation and Qualifying Accounts
(000's omitted)

<TABLE> 
<CAPTION> 
              Column A                            Column B              Column C             Column D     Column E
                                                                        Additions
                                                                    (1)          (2)
                                                                               Charged
                                                                  Charged        to
                                                  Balance at        to          Other                    Balance at
                                                  Beginning     Costs and      Accounts-   Deductions-    End of 
                                                  of Period    Expenses (A)    Describe    Describe (B)    Period
<S>                                               <C>          <C>             <C>         <C>           <C> 
Year ended December 31, 1995:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $ 56,614     $  2,659         $--       $ (30,781)     $ 28,492
    Reserve for real estate                          65,186       (7,227)         --         (11,406)       46,553
    Reserve for other long-term investments          13,492       (1,541)         --            (155)       11,796

Year ended December 31, 1994:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $220,671     $ 19,464         $--       $(183,521)     $ 56,614
    Reserve for real estate                         121,427       13,058          --         (69,299)       65,186
    Reserve for other long-term investments          26,730          262          --         (13,500)       13,492
  Included in other liabilities:
    Investment guarantees                             1,804        4,280          --          (6,084)           --

Year ended December 31, 1993:
  Deducted from asset accounts:
    Reserve for mortgage loans on real estate      $129,093     $136,717         $--       $ (45,139)     $220,671
    Reserve for real estate                         114,178       21,776          --         (14,527)      121,427
    Reserve for other long-term investments          31,582        3,905          --          (8,757)       26,730
  Included in other liabilities:
    Investment guarantees                            12,550        1,674          --         (12,420)        1,804

(A)  Exclude charges for the direct write-off of assets.  The negative amounts represent improvements in the underlying assets for 
which valuation accounts had previously been established.
(B)  Deductions reflect sales or foreclosures of the underlying holdings.
</TABLE> 

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

A reconciliation and tie-in of information shown in the Prospectus with the
items of Form N-8B-2.

The Prospectus consisting of --- pages.

The signatures.

The following exhibits:

1.    (1)    Certified Resolution of the Board of Directors of the Company
             establishing the Account.*

      (2)    Not applicable.

      (3)    (a)    Proposed Form of Underwriting Agreement.*

             (b)    Form of Agents Contract.*

             (c)    Commission Schedule (Revised).*

      (4)    Not applicable.

      (5)    Form of Policy.*

      (6)    (a)    Certificate of Incorporation of the Company.*

             (b)    By-Laws of the Company.*

      (7)    Not applicable.

      (8)    Proposed Form of Participation Agreement (Revised).*

      (9)    Proposed Form of Indemnification Agreement (Revised).*

      (10)   Form of Application.*

2.    See Exhibit 1(5)

3.    Opinion and Consent of Jeremy Sachs, Esquire.*

4.    Not applicable.

5.    Opinion and Consent of Denis G. Schwartz, FSA, Assistant Vice President
      (Revised).*

6.    Consent of Ernst & Young LLP, Independent Auditors.

7.    Memorandum describing the Company's issuance, transfer and redemption and 
      conversion procedures for the Policy.*

8.    Other Exhibits.*
      (1)    Power of Attorney - Jack D. Hunter

      (2)    Power of Attorney - Gabriel Shaheen
 
      (3)    Power of Attorney - Ian M. Rolland

      (4)    Power of Attorney - Robert A. Anker

      (5)    Power of Attorney - O. Douglas Worthington

      (6)    Power of Attorney - Jon A. Boscia

      (7)    Power of Attorney - Richard C. Vaughan

*Previously filed as an exhibit to the registration statement


                            SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 The Lincoln National
Life Insurance Company has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned hereunto duly 
authorized, in the City of Fort Wayne, State of Indiana, on the 30th day of
April, 1996.

                          THE LINCOLN NATIONAL LIFE INSURANCE COMPANY on its
                          own behalf of its SEPARATE ACCOUNT K

                          By:  /S/REED P. MILLER
                          ---------------------------------
                          Reed P. Miller, Vice President

Pursuant to the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the dates 
indicated.

Signature                      Title                                Date
- ---------                      -----                                ----

/S/IAN M. ROLLAND              Director                             4-30-96
- ---------------------
Ian M. Rolland

/S/GABRIEL L. SHAHEEN          Executive Vice President             ----
- ---------------------          and Director
Gabriel L. Shaheen

/S/JON A. BOSCIA               President, Chief Operating           4-30-96
- ---------------------          Officer and Director               
Jon A. Boscia

/S/KEITH J. RYAN               Vice President, Assistant           4-30-96
- ---------------------          Treasurer and Chief Financial 
Keith J. Ryan                  Officer (Principal Financial Officer)

/S/RICHARD C. VAUGHAN          Director                             4-30-96
- --------------------
Richard C. Vaughan

/S/H. THOMAS MCMEEKIN          Director                             ----
- --------------------
H. Thomas McMeekin

/S/ROBERT A. ANKER             Chief Executive Officer              4-30-96
- --------------------           and Director (Principal
Robert A. Anker                Executive Officer)

/S/JACK D. HUNTER              Executive Vice President,           4-30-96
- -------------------            General Counsel and Director
Jack D. Hunter
   
/S/O. DOUGLAS WORTHINGTON      Assistant Treasurer and
- -------------------------      Vice President (Chief Accounting
                               Officer>
    
                                                                  Exhibit 6

                     Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the Post-
Effective Amendment No. 2 to the Registration Statement (Form S-6 No. 33-76432)
and related Prospectus pertaining to the Lincoln National Flexible Premium 
Variable Life Account K and to the use therein of our reports (a) dated
February 7, 1996 with respect to the consolidated financial statements of The
Lincoln National Life Insurance Company and (b) dated March 13, 1996 with 
respect to the financial statements of Lincoln National Flexible Premium 
Variable Life Account K.

                                       /S/ERNST & YOUNG LLP

Fort Wayne, Indiana
April 26, 1996

<PAGE>
 

                         ORGANIZATIONAL CHART OF THE
              LINCOLN NATIONAL INSURANCE HOLDING COMPANY SYSTEM 

     All the members of the holding company system are corporations, with the
exception of American States Lloyds Insurance Company, Delaware Distributors,
L.P., Founders CBO, L.P., and Lincoln National Mezzanine Fund, L.P.

                                 
- ----------------------------------
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |  ---------------------------------------
  |--| American States Insurance Company   |
  |  | 100% - Indiana - Property/Casualty  |
  |  ---------------------------------------
  |   |  ----------------------------------------
  |   |--| American Economy Insurance Company   |
  |   |  |  100% - Indiana - Property/Casualty  |
  |   |  ----------------------------------------
  |   |    |  ----------------------------------------------
  |   |    |--| American States Insurance Company of Texas |
  |   |       |  100% - Texas - Property/Casualty          |
  |   |       ----------------------------------------------
  |   |  --------------------------------------------
  |   |--| American States Life Insurance Company   |
  |   |  |  100% - Indiana - Life/Health            |
  |   |  --------------------------------------------
  |   |  -------------------------------------------------
  |   |--| American States Lloyds Insurance Company      |
  |   |  |  Lloyds Plan  - * - Texas - Property/Casualty |
  |   |  -------------------------------------------------
  |   |  -------------------------------------------------
  |   |--| American States Preferred Insurance Company   |
  |   |  |  100% - Indiana - Property/Casualty           |
  |   |  -------------------------------------------------
  |   |  ---------------------------------
  |   |--| City Insurance Agency, Inc.   |
  |   |  |  100% - Indiana               |
  |   |  ---------------------------------
  |   |  -------------------------------------------------
  |   |--| Insurance Company of Illinois                 |
  |      |  100% - Illinois - Fire & Casualty Insurance  |
  |      -------------------------------------------------
  |
                                       1
 
<PAGE>
 
- ---------------------------------
| Lincoln National Corporation  |
|  Indiana - Holding Company    |
- ---------------------------------
  |                                      
  |  --------------------------------------
  |--| Delaware Management Holdings, Inc. |
  |  | 100% - Delaware - Holding Company  |
  |  --------------------------------------
  |   |  -------------------------------------
  |   |--| DMH Corp.                         |
  |      | 100% - Delaware - Holding Company |
  |      -------------------------------------
  |        |  --------------------------------------
  |        |--| Delaware Distributors, Inc.        |
  |        |  | 100% - Delaware - General Partner  |
  |        |  --------------------------------------
  |        |   |  ------------------------------------------------------------
  |        |   |--| Delaware Distributors, L.P.                              |
  |        |      | 100% - Delaware - Mutual Fund Distributor & Broker/Dealer|
  |        |      ------------------------------------------------------------
  |        |  ------------------------------------------
  |        |--| Delaware International Advisers Ltd.   |
  |        |  | 81.1% - Delaware - Investment Advisor  |
  |        |  ------------------------------------------
  |        |  -----------------------------------------
  |        |--| Delaware International Holdings Ltd.  |
  |        |  | 100% - Delaware - Marketing Services  |
  |        |  -----------------------------------------
  |        |    |  ----------------------------------------
  |        |    |--| Delaware International Advisers Ltd. |
  |        |       | 18.9% - Delaware - Investment Advisor|
  |        |       ----------------------------------------
  |        |  ----------------------------------------
  |        |--| Delaware Investment Counselors, Inc. |
  |        |  | 100% - Delaware - Investment Advisor |
  |        |  ----------------------------------------
  |        |  -----------------------------------------
  |        |--| Delaware Management Company, Inc.     |
  |        |  | 100% - Delaware - Investment Advisor  |
  |        |  -----------------------------------------
  |        |    |  --------------------------------------
  |        |    |--| Founders Holdings, Inc.            |
  |        |       | 100% - Delaware - General Partner  |
  |        |       --------------------------------------
  |        |         |  ---------------------------------------------
  |        |         |--| Founders CBO, L.P.                        |
  |        |            | 100% - Delaware - Investment Partnership  |
  |        |            ---------------------------------------------
  |        |              |  -------------------------------------------------
  |        |              |--| Founders CBO Corporation                      |
  |        |                 | 100% - Delaware - Co-Issuer with Founders CBO |
  |        |                 -------------------------------------------------
  |        |  --------------------------------------
  |        |--| Delaware Management Trust Company  |
  |        |  | 100% - Delaware - Trust Services   |
  |        |  --------------------------------------
  |        |  -----------------------------------------------------------
  |        |--| Delaware Service Company, Inc.                          |
  |           | 100% - Delaware - Shareholder Services & Transfer Agent |
  |           -----------------------------------------------------------
  |  ---------------------------------
  |--| The Insurers' Fund, Inc.  #   |
  |  |  100% - Maryland - Inactive   |
  |  ---------------------------------
  |

                                       2
 
<PAGE>
 
- ----------------------------------
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |  --------------------------------------------------
  |--| LNC Administrative Services Corporation        |
  |  | 100% - Indiana - Third Party Administrator     |
  |  --------------------------------------------------
  |
  |  ----------------------------------------
  |--| The Richard Leahy Corporation        |
  |  |  100% - Indiana - Insurance Agency   |
  |  ----------------------------------------
  |   |  -----------------------------------
  |   |--| The Financial Alternative, Inc. |
  |   |  | 100% - Utah- Insurance Agency   |
  |   |  -----------------------------------
  |   |  -----------------------------------------
  |   |--| Financial Alternative Resources, Inc. |
  |   |  | 100% - Kansas - Insurance Agency      |
  |   |  ----------------------------------------- 
  |   |  -------------------------------------------
  |   |--| Financial Choices, Inc.                 |
  |   |  | 100% - Pennsylvania - Insurance Agency  |
  |   |  -------------------------------------------
  |   |  -------------------------------------------------
  |   |  | Financial Investment Services, Inc.           |
  |   |--| (formerly Financial Services Department, Inc.)|
  |   |  | 100% - Indiana - Insurance Agency             |
  |   |  -------------------------------------------------
  |   |  -------------------------------------------
  |   |  | Financial Investments, Inc.             |
  |   |--| (formerly Insurance Alternatives, Inc.) |
  |   |  | 100% - Indiana - Insurance Agency       |
  |   |  -------------------------------------------
  |   |  ---------------------------------------------
  |   |--| The Financial Resources Department, Inc.  |
  |   |  | 100% - Michigan - Insurance Agency        |
  |   |  ---------------------------------------------
  |   |  -------------------------------------------
  |   |--| Investment Alternatives, Inc.           |
  |   |  | 100% - Pennsylvania - Insurance Agency  |
  |   |  -------------------------------------------
  |   |  ----------------------------------------
  |   |--| The Investment Center, Inc.          |
  |   |  | 100% - Tennessee - Insurance Agency  |
  |   |  ----------------------------------------
  |   |  ----------------------------------------
  |   |--| The Investment Group, Inc.           |
  |   |  | 100% - New Jersey - Insurance Agency |
  |   |  ----------------------------------------
  |   |  --------------------------------------
  |   |--| Personal Financial Resources, Inc. |
  |   |  | 100% - Arizona - Insurance Agency  |
  |   |  --------------------------------------   
  |   |  ------------------------------------------
  |   |--| Personal Investment Services, Inc.     |
  |      | 100% - Pennsylvania - Insurance Agency |
  |      ------------------------------------------
  |
  |  ---------------------------------------------
  |--| LincAm Properties, Inc.                   |
  |  |  50% - Delaware - Real Estate Investment  |
  |  ---------------------------------------------
  |
  |
  |

                                       3


<PAGE>
 
- ---------------------------------- 
|                                |
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------

  |  ------------------------------------------------
  |  | Lincoln Financial Group, Inc.                |
  |--| (formerly Lincoln National Sales Corporation)|
  |  | 100% - Indiana - Insurance Agency            |
  |  ------------------------------------------------
  |   
  |      ------------------------------------                             
  |   |--| LNC Equity Sales Corporation     |
  |   |  |  100% - Indiana - Broker-Dealer  |
  |   |  ------------------------------------
  |   | 
  |   |  ---------------------------------------------------------------
  |   |  |Corporate agencies:  Lincoln Financial Group, Inc. ("LFG")   |
  |   |--|has subsidiaries of which LFG owns from 80%-100% of the      |
  |   |  |common stock (see Attachment #1).  These subsidiaries serve  |
  |   |  |as the corporate agency offices for the marketing and        |
  |   |  |servicing of products of The Lincoln National Life Insurance |
  |   |  |Company.  Each subsidiary's assets are less than 1% of the   |
  |   |  |total assets of the ultimate controlling person.             |   
  |   |  ---------------------------------------------------------------
  |   |
  |   |  --------------------------------------------------
  |   |--| Professional Financial Planning, Inc.          |
  |      |  100% - Indiana - Financial Planning Services  |
  |      --------------------------------------------------
  |
  |  -----------------------------------------
  |--| Lincoln Life Improved Housing, Inc.   |
  |  |  100% - Indiana                       |
  |  -----------------------------------------
  |
  |  -------------------------------------------------
  |--| Lincoln National (China) Inc.                 |
  |  | 100% - Indiana - China Representative Office  |
  |  -------------------------------------------------
  | 
  |  -----------------------------------------------
  |--| Lincoln National Intermediaries, Inc.       |
  |  |  100% - Indiana - Reinsurance Intermediary  |
  |  -----------------------------------------------
  |
  |

                                       4

<PAGE>
 
- ---------------------------------- 
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |  -----------------------------------------------
  |__| Lincoln National Investment Companies, Inc. |
  |  | 100% - Indiana - Holding Company            |
  |  -----------------------------------------------
  |   |  -------------------------------------------------------------
  |   |  | Lincoln Investment Management, Inc.                       |
  |   |--| (formerly Lincoln National Investment Management Company) |
  |   |  | 100% - Illinois - Mutual Fund Manager and                 |
  |   |  | Registered Investment Adviser                             |
  |   |  -------------------------------------------------------------
  |   |    |
  |   |    |  ------------------------------------------------------------
  |   |    |  | Lincoln National Mezzanine Corporation                   |
  |   |    |--| 100% - Indiana - General Partner for Mezzanine Financing |
  |   |       | Limited Partnership                                      |
  |   |       ------------------------------------------------------------
  |   |        |  -----------------------------------------------------------
  |   |        |--| Lincoln National Mezzanine Fund, L.P.                   |
  |   |           | 50% - Delaware - Mezzanine Financing Limited Partnership|
  |   |           -----------------------------------------------------------
  |   |  ------------------------------------------
  |   |--| Lynch & Mayer, Inc.                    |
  |   |  |  100% - Indiana - Investment Adviser   |
  |   |  ------------------------------------------
  |   |    |  -------------------------------------------
  |   |    |--| Lynch & Mayer Asia, Inc.                |
  |   |    |  | 100% - Delaware - Investment Management |
  |   |    |  -------------------------------------------
  |   |    |  ------------------------------------------
  |   |    |--| Lynch & Mayer Securities Corp.         |
  |   |       |  100% - Delaware - Securities Broker   |
  |   |       ------------------------------------------
  |   |  ------------------------------------------------------
  |   |  | Vantage Global Advisors, Inc.                      |
  |   |--| (formerly Modern Portfolio Theory Associates, Inc.)|
  |      |  100% - Delaware - Investment Adviser              |
  |      ------------------------------------------------------
  |  -------------------------------------------------
  |--| The Lincoln National Life Insurance Company   |
  |  |  100% - Indiana                               |
  |  -------------------------------------------------
  |   |  ---------------------------------------------
  |   |--| First Penn-Pacific Life Insurance Company |
  |   |  | 100%  - Indiana                           |
  |   |  ---------------------------------------------
  |   |  --------------------------------------------------
  |   |--| Lincoln National Aggressive Growth Fund, Inc.  |
  |   |  | 100% - Maryland - Mutual Fund                  |
  |   |  --------------------------------------------------
  |   |  -------------------------------------
  |   |--| Lincoln National Bond Fund, Inc.  |
  |   |  |  100% - Maryland - Mutual Fund    |
  |   |  -------------------------------------
  |   |  ----------------------------------------------------
  |   |--| Lincoln National Capital Appreciation Fund, Inc. |
  |   |  | 100% - Maryland - Mutual Fund                    |
  |   |  ----------------------------------------------------
  |   |  ----------------------------------------------
  |   |--| Lincoln National Equity-Income Fund, Inc.  |
  |   |  | 100% - Maryland - Mutual Fund              |
  |   |  ----------------------------------------------
  |   |  --------------------------------------------------------
  |   |  | Lincoln National Global Asset Allocation Fund, Inc.  |
  |   |--| (formerly Lincoln National Putnam Master Fund, Inc.) |
  |   |  |  100% - Maryland - Mutual Fund                       |
  |   |  --------------------------------------------------------
  |   |  --------------------------------------------------
  |   |  | Lincoln National Growth and Income Fund, Inc.  |
  |   |--| (formerly Lincoln National Growth Fund, Inc.)  |
  |   |  |  100% - Maryland - Mutual Fund                 |
  |   |  --------------------------------------------------
  |

                                       5

<PAGE>
 
- ----------------------------------
|                                |
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |  -------------------------------------------------
  |--| The Lincoln National Life Insurance Company   |
  |  |  100% - Indiana                               |
  |  ------------------------------------------------- 
  |      ----------------------------------------------------------
  |   |--| Lincoln National Health & Casualty Insurance Company   |
  |   |  |  100% - Indiana                                        |
  |   |  ----------------------------------------------------------
  |   |  ---------------------------------------------
  |   |--| Lincoln National International Fund, Inc. |
  |   |  | 100% - Maryland - Mutual Fund             |
  |   |  ---------------------------------------------
  |   |  -----------------------------------------
  |   |--| Lincoln National Managed Fund, Inc.   |
  |   |  |  100% - Maryland - Mutual Fund        |
  |   |  -----------------------------------------
  |   |  ----------------------------------------------
  |   |--| Lincoln National Money Market Fund, Inc.   |
  |   |  |  100% - Maryland - Mutual Fund             |
  |   |  ---------------------------------------------- 
  |   |  -------------------------------------------------
  |   |--|  Lincoln National Social Awareness Fund, Inc. |
  |   |  |  100% - Maryland - Mutual Fund                |
  |   |  ------------------------------------------------- 
  |   |  -------------------------------------------------------
  |   |--| Lincoln National Special Opportunities Fund, Inc.   |
  |   |  |  100% - Maryland - Mutual Fund                      |
  |   |  ------------------------------------------------------- 
  |   | 
  |   |  --------------------------------------------------------
  |   |--| Lincoln National Reassurance Company                 |
  |      | 100% - Indiana - Life Insurance                      |
  |      --------------------------------------------------------
  |         |  -------------------------------------------------
  |         |--| Special Pooled Risk Administrators, Inc.      |
  |            | 100% - New Jersey - Catastrophe Reinsurance   |
  |            |  Pool Administrator                           |
  |            ------------------------------------------------- 
  |  -----------------------------------------------------------
  |--| Lincoln National Management Services, Inc.              |
  |  |  100% - Indiana - Underwriting and Management Services  |
  |  -----------------------------------------------------------
  |
  |  -----------------------------------------
  |--| Lincoln National Realty Corporation   |
  |  |  100% - Indiana - Real Estate         |
  |  -----------------------------------------
  |  -------------------------------------------------------------
  |--| Lincoln National Reinsurance Company (Barbados) Limited   |
  |  |  100% - Barbados                                          |
  |  -------------------------------------------------------------
  |  ------------------------------------------------
  |--| Lincoln National Reinsurance Company Limited | 
  |  | (formerly Heritage Reinsurance, Ltd.)        |
  |  | 100% ** - Bermuda                            |
  |  ------------------------------------------------ 
  |    |  ------------------------------------------
  |    |--|  Lincoln European Reinsurance Company  |
  |    |  |  100% - Belgium                        |
  |    |  ------------------------------------------
  |    |  ----------------------------------------------------------- 
  |    |  | Lincoln National Underwriting Services, Ltd.            |
  |    |--| 90% - England/Wales - Life/Accident/Health Underwriter  |
  |    |  | (Remaining 10% owned by Old Fort Ins. Co. Ltd.)         |
  |    |  -----------------------------------------------------------
  |    |  ---------------------------------------------------------- 
  |    |  | Servicios de Evaluacion de Riesgos, S. de R.L. de C.V. |
  |    |--| 51% - Mexico - Reinsurance Underwriter                 |
  |       | (Remaining 49% owned by Lincoln National Corp.)        |
  |       ---------------------------------------------------------- 

                                       6

<PAGE>
 
- ----------------------------------
|                                |
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |  -----------------------------------------------
  |--| Lincoln National Risk Management, Inc.      |
  |  |  100% - Indiana - Risk Management Services  |
  |  ----------------------------------------------- 
  |
  |  -------------------------------------------------             
  |--| Lincoln National Specialty Insurance Company  |
  |  | (formerly Western Casualty and Surety Company)|
  |  | 100% ** - Kansas - Property/Casualty          |
  |  -------------------------------------------------
  |
  |  --------------------------------------------------                
  |--| Lincoln National Structured Settlement, Inc.   |
  |  |  100% - New Jersey                             |
  |  --------------------------------------------------
  |                                           
  |  -------------------------------------------
  |  | Lincoln National (UK) PLC               |
  |--| (formerly Cannon Lincoln PLC)           |
  |  |  100% - England/Wales - Holding Company |
  |  -------------------------------------------
  |    |
  |    |  ---------------------------------------------------------     
  |    |  | Allied Westminster & Company Limited                  |
  |    |--| (formerly One Olympic Way Financial Services Limited) |
  |    |  | 100% - England/Wales - Sales Services                 |
  |    |  ---------------------------------------------------------
  |    |
  |    |  -------------------------------------      
  |    |--|Cannon Fund Managers Limited       |
  |    |  |  100% - England/Wales - Inactive  |
  |    |  -------------------------------------
  |    |
  |    |  ----------------------------------------------------------     
  |    |--| Culverin Property Services Limited                     |
  |    |  |  100% - England/Wales - Property Development Services  |
  |    |  ----------------------------------------------------------
  |    |
  |    |  ---------------------------------------------------------------  
  |    |  | HUTM Limited (formerly Hansard Unit Trust Managers Limited) | 
  |    |  | 100% - England/Wales - Unit Trust Management                |
  |    |  ---------------------------------------------------------------
  |    |
  |    |  ----------------------------------------------    
  |    |--| ILI Supplies Limited                       |
  |    |  |  100% - England/Wales - Computer Leasing   |
  |    |  ----------------------------------------------
  |    |
  |    |  ----------------------------------------------------      
  |    |--| Laurentian Financial Group PLC                   |
  |    |  | 100% - England/Wales - Holding Company           |
  |    |  ----------------------------------------------------
  |    |    |
  |    |    |  ---------------------------------------------              
  |    |    |--| Laurentian Financial Advisers Limited     |
  |    |    |  | 100% - England/Wales - Sales Company      | 
  |    |    |  ---------------------------------------------
  |    |    |
  |    |    |  ------------------------------------------------  
  |    |    |--| Laurentian Fund Management Limited           |
  |    |    |  | 100% - England/Wales - Investment Management |
  |    |    |  ------------------------------------------------
  |    |    |
  |    |    |  ---------------------------------------------------------
  |    |    |--| Laurentian Independent Financial Planning Limited     |
  |    |    |  | 100% - England/Wales - Independent Financial Adviser  |
  |    |    |  ---------------------------------------------------------

                                       7

<PAGE>
 
- ---------------------------------- 
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |  -------------------------------------------
  |  | Lincoln National (UK) PLC               |
  |--| (formerly Cannon Lincoln PLC)           |
  |  |  100% - England/Wales - Holding Company |
  |  ------------------------------------------- 
  |   |  
  |   |  ------------------------------------------
  |   |--| Laurentian Financial Group PLC         |
  |   |  | 100% - England/Wales - Holding Company |
  |   |  ------------------------------------------
  |   |   |  -----------------------------------------
  |   |   |--| Laurentian Life PLC                   |
  |   |   |  | 100% - England/Wales - Life Insurance |
  |   |   |  -----------------------------------------
  |   |   |   |  
  |   |   |   |  ----------------------------------------- 
  |   |   |   |--|Barnwood Property Group Limited        |
  |   |   |   |  |100% - England/Wales - Holding Company |
  |   |   |   |  -----------------------------------------
  |   |   |   |    | 
  |   |   |   |    |  ---------------------------------------------
  |   |   |   |    |--| Barnwood Developments Limited             |
  |   |   |   |    |  | 100% England/Wales - Property Development |
  |   |   |   |    |  ---------------------------------------------
  |   |   |   |    |  ----------------------------------------------
  |   |   |   |    |--| Barnwood Properties Limited                |
  |   |   |   |       | 100% - England/Wales - Property Investment |
  |   |   |   |       ----------------------------------------------
  |   |   |   |  --------------------------------------------------------  
  |   |   |   |--|IMPCO Properties Limited                              |
  |   |   |      |100% - England/Wales - Property Investment (Inactive) |
  |   |   |      --------------------------------------------------------
  |   |   |  ---------------------------------------------
  |   |   |--| Laurentian Management Services Limited    |
  |   |   |  | 100% - England/Wales - Management Services|
  |   |   |  ---------------------------------------------
  |   |   |   |  ----------------------------------
  |   |   |   |--| Jobprofit Limited              |
  |   |   |   |  | 100% - England/Wales - Dormant |
  |   |   |   |  ----------------------------------
  |   |   |   |  --------------------------------------------------
  |   |   |   |--|Laurit Limited                                  |
  |   |   |      |100% - England/Wales - Data Processing Systems  |
  |   |   |      --------------------------------------------------
  |   |   |  ----------------------------------------- 
  |   |   |--| Laurentian Milldon Limited            |   
  |   |   |  | 100% - England/Wales - Sales Company  |   
  |   |   |  -----------------------------------------
  |   |   |  ------------------------------------------------
  |   |   |--| Laurentian Unit Trust Management Limited     |
  |   |   |  | 100% - England/Wales - Unit Trust Management |
  |   |   |  ------------------------------------------------
  |   |   |   |  -------------------------------------------   
  |   |   |   |--| LUTM Nominees Limited                   |
  |   |   |      | 100% - England/Wales - Nominee Services |
  |   |   |      -------------------------------------------
  |   |   |  ------------------------------------------------------------
  |   |   |--| Laurtrust Limited                                        |
  |   |   |  | 100% - England/Wales - Pension Scheme Trustee (Inactive) |
  |   |   |  ------------------------------------------------------------
  |   |   |  -----------------------------------------
  |   |   |--| The Money Club Direct Company Limited |
  |   |      | 100% - Dormant                        |
  |   |      -----------------------------------------
  |   |
  |   |  ------------------------------------------
  |   |--| Liberty Life Assurance Company Limited |
  |   |  | 100% - England/Wales - Life Assurance  |
  |   |  ------------------------------------------
  |   |  -------------------------------------------------
  |   |--| Liberty Life Pension Trustee Company Limited  |
  |   |  | 100% - England/Wales - Corporate Pension Fund |
  |   |  -------------------------------------------------
  |   |  --------------------------------------------
  |   |--| Liberty Press Limited                    |
  |   |  | 100% - England/Wales - Printing Services |
  |   |  --------------------------------------------

                                       8

<PAGE>
 

- ---------------------------------- 
| Lincoln National Corporation   |
|  Indiana - Holding Company     |
- ----------------------------------
  |
  |                                           
  |  ------------------------------------------
  |  |Lincoln National (UK) PLC               |
  |--|(formerly Cannon Lincoln PLC)           |
  |  | 100% - England/Wales - Holding Company |
  |  ------------------------------------------
  |   |                                               
  |   |  ----------------------------------------------
  |   |  |Lincoln Assurance Limited                   |
  |   |--|(formerly Cannon Assurance Limited)         |
  |   |  |  100% ** - England/Wales - Life Assurance  |
  |   |  ----------------------------------------------
  |   |                                                    
  |   |  ---------------------------------------------------
  |   |  | Lincoln Fund Managers Limited                   |
  |   |--| (formerly Cannon Lincoln Fund Managers Limited) |
  |   |  | 100% - England/Wales - Unit Trust Management    |
  |   |  ---------------------------------------------------
  |   |                                                       
  |   |  ------------------------------------------------------
  |   |  | Lincoln Insurance Services Ltd.                    |
  |   |--| (formerly: Cannon Lincoln Insurance Services Ltd.) |
  |   |  | 100% - Holding Company                             |
  |   |  ------------------------------------------------------
  |   |    |                                    
  |   |    |  -----------------------------------
  |   |    |--| British National Life Sales Ltd.|
  |   |    |  | 100% - Inactive                 |
  |   |    |  -----------------------------------
  |   |    |                                                  
  |   |    |  -------------------------------------------------
  |   |    |--| BNL Trustees Limited                          |
  |   |    |  | 100% - England/Wales - Corporate Pension Fund |
  |   |    |  -------------------------------------------------
  |   |    |                                        
  |   |    |  ---------------------------------------
  |   |    |--| Chapel Ash Financial Services Ltd.  |
  |   |    |  | 100% - Direct Insurance Sales       |
  |   |    |  ---------------------------------------
  |   |    |                                                 
  |   |    |  ------------------------------------------------
  |   |    |  | Lincoln General Insurance Co. Ltd.           |
  |   |    |--| (formerly: Cannon General Insurance Co. Ltd. |
  |   |    |  | 100% - Accident & Health Insurance           |
  |   |    |  ------------------------------------------------
  |   |    |                             
  |   |    |  ----------------------------
  |   |    |--| P.N. Kemp-Gee & Co. Ltd. |
  |   |       | 100% - Inactive          |
  |   |       ----------------------------
  |   |                                                            
  |   |  -----------------------------------------------------------
  |   |  | Lincoln Investment Management Limited                   |
  |   |--| (formerly Cannon Lincoln Investment Management Ltd.)    |
  |   |  |  100% - England/Wales - Investment Management Services  |
  |   |  -----------------------------------------------------------
  |   |    |                                                  
  |   |    |  -------------------------------------------------
  |   |    |--| CL CR Management Ltd.                         |
  |   |       | 50% - England/Wales - Administrative Services |
  |   |       -------------------------------------------------
  |   |                                                     
  |   |  ----------------------------------------------------
  |   |  | Lincoln National Training Services Limited       |
  |   |--| (formerly Cannon Lincoln Training Services Ltd.) |
  |   |  | 100% - England/Wales - Training Company          |
  |   |  ----------------------------------------------------
  |   |                                                    
  |   |  --------------------------------------------------- 
  |   |  | Lincoln Pension Trustees Limited                |
  |   |--|(formerly Cannon Pension Trustees Limited)       |
  |   |  |  100% - England/Wales - Corporate Pension Fund  |
  |   |  ---------------------------------------------------
  |   |                                                     
  |   |  ----------------------------------------------------
  |   |  | LN Management Limited                            |
  |   |--| (formerly: Cannon Lincoln Management Limited)    |
  |   |  |  100% - England/Wales - Administrative Services  |
  |   |  ----------------------------------------------------
  |   |    |                                      
  |   |    |  -------------------------------------
  |   |    |--| UK Mortgage Securities Limited    |
  |   |       | 100% - England/Wales - Inactive   |
  |   |       -------------------------------------
  |   |

                                       9

<PAGE>
 
                                                           ATTACHMENT #1
                        LINCOLN FINANCIAL GROUP, INC.
                        CORPORATE AGENCY SUBSIDIARIES

1)   Lincoln Financial Group, Inc. (AL)
2)   Lincoln Southwest Financial Group, Inc. (Phoenix, AZ)
3)   Lincoln Financial and Insurance Services Corporation (Walnut Creek, CA)
3a)  California Fringe Benefit and Insurance Marketing Corporation 
     DBA/California Fringe Benefit Company (Walnut Creek, CA)
4)   Colorado-Lincoln Financial Group, Inc. (Denver, CO)
5)   Lincoln National Sales Corporation of Connecticut (formerly: The Lincoln
     Financial Group, Inc.) (Norwalk, CT)
6)   Lincoln National Financial Services, Inc. (Lake Worth, FL)
7)   CMP Financial Services, Inc. (Chicago, IL)
8)   Lincoln National Sales Corporation of Indiana, Inc. (Indianapolis, IN)
9)   Lincoln Financial Group of Northern Indiana, Inc. (Fort Wayne, IN)
10)  The Financial Group, Inc. (Mission, KS)
10a) Financial Planning Partners, Ltd. (Mission, KS)
11)  The Lincoln National Financial Group of Louisiana, Inc. (Shreveport,
     LA)
12)  Benefits Marketing Group, Inc. (D.C. & Chevy Chase, MD)
13)  Morgan Financial Group, Inc. (Baltimore, MD)
14)  Lincoln Financial Services and Insurance Brokerage of New England, Inc.
     (formerly: Lincoln National of New England Insurance Agency, Inc.) 
     (Worcester, MA)
15)  Lincoln Financial Group of Michigan, Inc. (Troy, MI)
15a) Financial Consultants of Michigan, Inc. (Troy, MI)
16)  Lincoln Financial Group of Missouri, Inc. (formerly: John J. Moore &
     Associates, Inc.) (St. Louis, MO)
17)  Financial Associates, Inc. (Omaha, NE)
18)  Beardslee & Associates, Inc. (Clifton, NJ)
19)  Lincoln Financial Group, Inc. (formerly: Resources/Financial, Inc.)
     (Albuquerque, NM)
20)  Lincoln Financial Group/Carolinas, Inc. (Charlotte, NC)
21)  Lincoln Cascades, Inc. (Portland, OR)
22)  Lincoln Financial Services, Inc. (Pittsburgh, PA)
23)  Lincoln National Financial Group of Philadelphia, Inc. 
     (Philadelphia, PA)
23a) Cavalier Financial Planners, Inc. (Philadelphia, PA) 
24)  Lincoln Financial Group, Inc. (Salt Lake City, (UT)
25)  Lincoln Financial Services of Virginia, Inc. (Norfolk, VA)
     (DBA/Group Concepts Unlimited)

                                       11
 

   
<PAGE>
LINCOLN LIFE (TM)
1300 South Clinton
Fort Wayne, IN 46802
(219) 455-1847

May 1, 1996

Securities and Exchange Commission
Division of Investment Management
Office of Insurance Products
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549

RE:    Lincoln Life Flexible Premium Variable Life Account K
       Registration No. 33-76432
       Filing of Post-Effective Amendment No. 2 on Form S-6

Ladies and Gentlemen:

Pursuant to paragraph (b) Rule 485 under the Securities Act of 1933, Lincoln
Life Flexible Premium Variable Life Account K hereby submits its current Post-
Effective Amendment to the Registration Statement of reference, on Form S-6. 
The Prospectus is dated May 1, 1996.

The following are the significant changes since the last Post-Effective 
Amendment:

Prospectus:

     1.   Corporate Voice: The format of the Prospectus has been changed in
          accordance with the parent corporation's "corporate voice" directive
          to simplify language and rephrase awkward disclosure.  This effort, of
          course, dovetails nicely with the Commission's exhortation to 
          registrants to simplify prospectuses.

     2.   We have three Portfolios (the Delaware Equity/Income, the Delaware
          Emerging Growth, and the Delaware Global Bond) from the Delaware Group
          Premium Fund, Inc. Series as investment options under the contract.

     3.   We have updated the financial statement.

Appendices:

     1.   Officers and Director listings have been updated.

     2.   Illustrations of Policy Value Information has been updated.

The remaining changes included in this fililng are routine changes in spelling,
punctuation and syntax, or changes intended to clarify the disclosure.

In my opinion, this Post-Effective Amendment does not contain disclosure which
would render it ineligible to become effective pursuant to Paragraph (b) of
Rule 485.  No material event has occurred requiring disclosure in the Prospectus
or in the Appendices, other than as listed in Paragraph (b) (1) of Rule 485,
since the filing of the previous Post-Effective Amendment.

Please call me at the above number if you have questions or comments about this
filing.

Sincerely,

/S/ROY V. WASHINGTON

Roy V. Washington
Associate Counsel

RVW/sdb

Lincoln National Life Insurance Co. is a part of Lincoln National Corp.
    



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