LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT
485BPOS, 1999-04-16
Previous: IPC HOLDINGS LTD, PRE 14A, 1999-04-16
Next: LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT, 485BPOS, 1999-04-16




             As filed with the Securities and Exchange Commission on
                                 April 15, 1999
                            '33 Act File No. 33-66786
                            '40 Act File No. 811-7924
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM N-4
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

                  Pre-Effective Amendment No.              [ ]
                  Post-Effective Amendment No.    11       [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940    [ ]

                  Amendment No.                   21       [X]

                  LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT
                          LINCOLN BENEFIT LIFE COMPANY
                                    Depositor
                              206 South 13th Street
                             Lincoln, Nebraska 68508
                                    --------
                                   JOHN MORRIS
                          Lincoln Benefit Life Company
                              206 South 13th Street
                             Lincoln, Nebraska 68508
                                 1-800-525-9287

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

               It is proposed that this filling will become effective:

                  immediately upon filing pursuant to paragraph (b) of Rule 485
          ------
            X     on May 1, 1998 pursuant to paragraph (b) of Rule 485
          ------
                  60 days after filing  pursuant to paragraph  (a) of Rule 485
          ------
                  on May 1, 1998 pursuant to paragraph (a) of Rule 485
          ------

The  Registrant  has  registered  an indefinite  amount of securities  under the
Securities Act of 1933,  pursuant to Section 24 of the Investment Company Act of
1940.

<PAGE>


<TABLE>
<CAPTION>


                  LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

                              CROSS REFERENCE SHEET

ITEM NUMBER IN FORM N-4                                CAPTION
- -----------------------                                -------
                               PART A - PROSPECTUS

<S>                                                    <C>                                                              
1.  Cover Page......................................   Cover Page

2.  Definitions.....................................   Definitions

3.  Synopsis........................................   Questions & Answers About the Contract

4.  Condensed Financial Information.................   Condensed Financial Information

5.  General Description of Registrant,..............   Description of Lincoln Benefit Life
     Depositor & Portfolio Companies                   Company & the Separate Account;
                                                       Separate Account Investments

6.  Deductions......................................   Contract Charges

7.  General Description of Variable.................   Description of the Contracts; Annuity
                                                       Period; Purchases, Withdrawals &
                                                       Contract Value; Administration

8.  Annuity Period..................................   Annuity Period

9.  Death Benefit...................................   Description of the Contracts; Annuity
                                                       Period

10. Purchases & Contract Value......................   Purchases, Withdrawals & Contract Value

11. Redemptions.....................................   Questions & Answers About the Contract;
                                                       Purchases, Withdrawals & Contract Value

12. Taxes...........................................   Taxes

13. Legal Proceedings...............................   Legal Proceedings

14. Table of Contents of the Statement..............   Additional Information about the
     of Additional Information                         Separate Account
</TABLE>



<PAGE>


                  PART B - STATEMENT OF ADDITIONAL INFORMATION

Certain  information  required in Part B of the Registration  Statement has been
included within the Prospectus forming part of this Registration Statement;  the
following  cross-references  suffixed  with ("P") are made by  reference  to the
captions in the Prospectus:

<TABLE>
<CAPTION>

ITEM NUMBER IN FORM N-4                               CAPTION
- -----------------------                               -------

<S>                                                   <C>
15. Cover Page.....................................   Cover Page

16. Table of Contents..............................   Table of Contents

17. General Information & History..................   Description of Lincoln Benefit Life
                                                      Company & the Separate Account (P);
                                                      Separate Account Investments (P)

18. Services.......................................   Contract Charges (P); Custodian (P);
                                                      Financial Statements

19. Purchase of Securities Being Offered...........   Purchases, Withdrawals & Contract
                                                      Value (P); Contract Charges (P)

20. Underwriters...................................   Distribution of Contracts (P)

21. Calculation of Performance Data................   Separate Account Performance

22. Annuity Payments...............................   The Contract

23. Financial Statements...........................   Financial Statements
</TABLE>


                                     PART C

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Registration Statement.


<PAGE>


         FLEXIBLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS
                                    ISSUED BY
                          LINCOLN BENEFIT LIFE COMPANY
                               IN CONNECTION WITH
                  LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT
           Street Address: 206 South 13th St., Lincoln, NE 68508-1993
            Mailing Address: P. O. Box 82532, Lincoln, NE 68501-2532
                                         
                        Telephone Number: 1-800-525-9287

The Contract is a deferred  annuity  designed to aid you in long-term  financial
planning.  You may purchase it on either a tax  qualified  or non-tax  qualified
basis.
    

Because  this is a  flexible  premium  annuity  contract,  you may pay  multiple
premiums.  We allocate your premium to the investment options under the Contract
and our Fixed Account in the proportions that you choose. The Contract currently
offers  twenty-five  investment  options,  each of which is a subaccount  of the
Lincoln  Benefit  Life  Variable  Annuity  Account  ("Separate  Account").  Each
Subaccount invests exclusively in shares of one of the following Portfolios:

Janus Aspen Series:

         Flexible Income Portfolio
         Balanced Portfolio
         Growth Portfolio
         Aggressive Growth Portfolio
         Worldwide Growth Portfolio

Fidelity Variable Insurance Products Fund:

         Money Market Portfolio
         Equity-Income Portfolio
         Growth Portfolio
         Overseas Portfolio

Fidelity Variable Insurance Products Fund II:

         Asset Manager Portfolio
         Contrafund Portfolio
         Index 500 Portfolio

IAI Retirement Funds, Inc.:

         IAI Regional Portfolio
         IAI Balanced Portfolio
         IAI Reserve Portfolio

Federated Insurance Management Series:

         Federated Utility Fund II
         Federated Fund for U.S. Government Securities II
         Federated High Income Bond Fund II

Scudder Variable Life Investment Fund:

         Bond Portfolio
         Balanced Portfolio

Alger American Fund:
         Small Capitalization Portfolio
         MidCap Portfolio
         Growth Portfolio
         Leveraged AllCap Portfolio
         Income and Growth Portfolio

   
Some of the Portfolios described in this Prospectus may not be available in your
Contract. We may make available other investment options in the future.
    

You may not purchase a Contract if either you or the  Annuitant are 86 years old
or older before we receive your application.

Your Contract Value will vary daily as a function of the investment  performance
of the  Subaccounts  to  which  you have  allocated  Purchase  payments  and any
interest credited to the Fixed Account. We do not guarantee any minimum Contract
Value for amounts allocated to the Subaccounts.

In  certain  states,  the  Contract  may be  offered  as a group  contract  with
individual ownership represented by Certificates. The discussion of Contracts in
this prospectus  applies equally to Certificates  under group Contracts,  unless
the context specifies otherwise.

This  prospectus sets forth the information you ought to know about the variable
portion of the  Contract.  You should read it before  investing  and keep it for
future reference.

We have filed a Statement of  Additional  Information  with the  Securities  and
Exchange Commission ("SEC"). The current Statement of Additional  Information is
dated May 1, 1999. The information in the Statement of Additional Information is
incorporated  by  reference  in this  prospectus.  You can obtain a free copy by
writing us or calling  us at the  telephone  number  given  above.  The Table of
Contents of the Statement of Additional Information appears on page [43] of this
prospectus. Our SEC filings are also available to the public on the SEC Internet
site (http://www.sec.gov).

This prospectus is valid only if accompanied or preceded by current prospectuses
for the  Portfolios  listed above.  If any of these  prospectuses  is missing or
outdated, please contact us and we will send you the prospectus you need.

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

                                 The date of this  prospectus  is May 1, 1999.



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


<PAGE>


                                TABLE OF CONTENTS

Definitions....................................................

   
Fee Tables.....................................................

Examples.......................................................

Explanation of Fee Tables and Examples.........................
    

Questions and Answers About Your Contract......................

Condensed Financial Information................................

Description of the Contracts...................................
    Summary....................................................
    Contract Owner.............................................
    Annuitant..................................................
    Modification of the Contract...............................
    Assignment.................................................
    Free Look Period...........................................

Purchases and Contract Value...................................
    Minimum Purchase Payment...................................
    Automatic Payment Plan.....................................
    Allocation of Purchase Payments............................
    Contract Value.............................................
    Separate Account Accumulation Unit Value...................
    Transfer During Accumulation Period........................
    Transfers Authorized by Telephone..........................
    Automatic Dollar Cost Averaging Program....................
    Portfolio Rebalancing......................................

The Investment and Fixed Account Options.......................
    Separate Account Investments...............................
         The Portfolios........................................
         Voting Rights.........................................
         Substitution of Securities............................
    The Fixed Account..........................................

Annuity Benefits...............................................
    Annuity Date...............................................
    Deferment of Payments......................................
    Annuity Options............................................
    Substantially Equal Periodic Payments......................
    Other Options..............................................
    Death Benefit During Annuity Period........................
    Variable Annuity Payments..................................
    Certain Employee Benefit Plans.............................

Other Contract Benefits........................................
    Death Benefit .............................................
    Beneficiary   .............................................
    Contract Loans for 401(a), 401(k), and 403(b) Contracts....
    Withdrawals (Redemptions)..................................
    Systematic Withdrawal Program..............................
    ERISA Plans................................................
    Minimum Contract Value.....................................

Contract Charges...............................................
    Mortality and Expense Risk Charge..........................
    Administrative Charges.....................................
         Contract Administration Charge........................
         Administrative Expense Charge.........................
         Transfer Fee..........................................
    Sales Charges..............................................
         Withdrawal Charge.....................................
         Free Withdrawal.......................................
         Confinement Waiver Benefit............................
         Waiver of Withdrawal Charge for.......................
           Certain Qualified Plan Withdrawals..................
    Premium Taxes..............................................
    Deduction for Separate Account Income Taxes................
    Other Expenses.............................................

   
Tax Matters....................................................
    Taxation of Annuities in General...........................
    Tax Qualified Contracts....................................
    Income Tax Withholding.....................................
    
Description of Lincoln Benefit Life Company and
the Separate Account...........................................
    Lincoln Benefit Life Company...............................
    Separate Account...........................................
    State Regulation of Lincoln Benefit........................
    Year 2000..................................................
    Financial Statements.......................................

Administration.................................................
Distribution of Contracts......................................
Legal Proceedings..............................................

Legal Matters..................................................

Registration Statement.........................................

Table of Contents of Statement of Additional Information.......

Appendix A -- Accumulation Unit Values ...... .................
Appendix B -- Portfolios and Performance Data..................


- --------------------------------------------------------------------------------
THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH  OFFERING MAY NOT  LAWFULLY BE MADE.  THE COMPANY  DOES NOT  AUTHORIZE  ANY
INFORMATION  OR  REPRESENTATIONS   REGARDING  THE  OFFERING  DESCRIBED  IN  THIS
PROSPECTUS     OTHER     THAN    AS     CONTAINED     IN    THIS     PROSPECTUS.
- --------------------------------------------------------------------------------



<PAGE>



                                   DEFINITIONS

Please refer to this list for the meaning of the following terms:

Accumulation  Period - The period,  beginning  on the Issue Date,  during  which
Contract Value builds up under your Contract.

Accumulation  Unit - A unit of  measurement  which we use to calculate  Contract
Value.

Annuitant  - The  natural  person on whose  life the  annuity  benefits  under a
Contract are based.

Annuitization - The process to begin annuity payments under the Contract.

Annuity Date - The date on which annuity payments are scheduled to begin.

Annuity Period - The period during which annuity  payments are paid. The Annuity
Period begins on the Annuity Date.

Annuity Unit - A unit of  measurement  which we use to  calculate  the amount of
Variable Annuity payments.

Beneficiary(ies) - The person(s)  designated to receive any death benefits under
the Contract.

Company  ("we,"  "us," "our,"  "Lincoln  Benefit  Life") - Lincoln  Benefit Life
Company.

Contract Anniversary - Each anniversary of the Issue Date.

Contract  Owner  ("You") - The  person(s)  having the  privileges  of  ownership
defined in the  Contract.  If your  Contract  is issued as part of a  retirement
plan, your ownership privileges may be modified by the plan.

Contract Value - The sum of the values of your  interests in the  Subaccounts of
the Separate Account and the Fixed Account.

Contract Year - Each  twelve-month  period  beginning on the Issue Date and each
Contract Anniversary.

Contribution  Year - Each  twelve-month  period beginning on the date a Purchase
Payment is allocated to a Subaccount, or each anniversary of that date.

Fixed  Account - The  portion of the  Contract  Value  allocated  to our general
account.

Fixed Annuity - A series of annuity payments that are fixed in amount.

Issue Date - The date when the Contract becomes effective.

Latest  Annuity Date - The latest date by which you must begin annuity  payments
under the Contract.

Loan  Account  -  An  account  established  for  amounts  transferred  from  the
Subaccounts or the Fixed Account as security for outstanding Contract loans.

Net  Investment  Factor  -  The  factor  used  to  determine  the  value  of  an
Accumulation Unit and Annuity Unit in any Valuation Period. We determine the Net
Investment Factor separately for each Subaccount.

Non-Qualified  Plan - A  retirement  plan which  does not  receive  special  tax
treatment under Sections 401, 403(b), 408, 408A or 457 of the Tax Code.

Portfolio(s) - The underlying mutual funds in which the Subaccounts invest. Each
Portfolio  is an  investment  company  registered  with  the  SEC or a  separate
investment series of a registered investment company.

Purchase  Payments - Amounts paid to us as premium for the Contract by you or on
your behalf.

Qualified Plan - A retirement  plan which receives  special tax treatment  under
Sections 401,  403(b),  408, or 408A of the Tax Code or a deferred  compensation
plan for a state and local government or another tax exempt  organization  under
Section 457 of the Tax Code.

Separate Account - The Lincoln Benefit Life Variable Annuity Account, which is a
segregated investment account of the Company.

Subaccount - A subdivision  of the Separate  Account,  which  invests  wholly in
shares of one of the Portfolios.

Surrender Value - The amount paid upon complete surrender of the Contract.

Tax Code - The Internal Revenue Code of 1986, as amended.

Valuation Date - Each day the New York Stock Exchange is open for business.

Valuation  Period - The period of time over which we determine the change in the
value of the Subaccounts in order to price Accumulation Units and Annuity Units.
Each  Valuation  Period  begins at the close of normal  trading  on the New York
Stock Exchange ("NYSE")  currently 4:00 p.m. Eastern time on each Valuation Date
and ends at the close of the NYSE on the next Valuation Date.

Variable  Annuity - A series of annuity  payments  that vary in amount  based on
changes in the value of the  Subaccounts  to which your Contract  Value has been
allocated.

Withdrawal  Charge - The  contingent  deferred sales charge that may be required
upon some withdrawals.


<PAGE>


Fee Tables
Contract Owner Transaction Expenses

Contingent Deferred Sales Charge - Withdrawal Charge
  (as a percentage of Purchase Payments)

    Contribution      Applicable          Contribution     Applicable
        Year            Charge               Year             Charge
        1-2                7%                 6                 3%
         3                 6%                 7                 2%
         4                 5%                 8+                0%
         5                 4%

Annual Contract Administration Charge............................      $25.00

Transfer Fee (Applies  solely to the second and  subsequent  transfers  within a
calendar month.

We are currently waiving the Transfer Fee).......................      $25.00

Separate  Account  Expenses (As a percentage  of daily net asset value  deducted
from each of the Subaccounts of the Separate Account)

                  Mortality Risk Charge                                0.85%
                  Expense Risk Charge                                  0.40%
                  Administrative Expense Charge                        0.15%
                                                              --------------
                  Total Separate Account Annual Expenses               1.40%


<TABLE>
<CAPTION>

   
                        PORTFOLIO COMPANY ANNUAL EXPENSES
                (AS A PERCENTAGE OF PORTFOLIO AVERAGE NET ASSETS)

                                                                       MANAGEMENT FEE             OTHER EXPENSES         TOTAL
JANUS ASPEN SERIES                                                -------------------------- ------------------------- ----------
<S>                                                                         <C>                       <C>                <C>  
   Flexible Income                                                          0.65%                     0.08%              0.73%
   Balanced                                                                 0.72%                     0.02%              0.74%
   Growth (1) (after fee waivers or reductions)                             0.65%                     0.03%              0.68%
   Aggressive Growth                                                        0.72%                     0.03%              0.75%
   Worldwide Growth (1) (after fee waivers or reductions)                   0.65%                     0.07%              0.72%

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
   Money Market                                                             0.20%                     0.10%              0.30%
   Equity-Income (2)                                                        0.49%                     0.09%              0.58%
   Growth (2)                                                               0.59%                     0.09%              0.68%
   Overseas (2)                                                             0.74%                     0.17%              0.91%

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Asset Manager (2)                                                        0.54%                     0.10%              0.64%
   Contrafund (2)                                                           0.59%                     0.11%              0.70%
   Index 500                                                                0.24%                     0.11%              0.35%

FEDERATED INSURANCE MANAGEMENT SERIES
   Utility II (3) (after fee waiver or expense reimbursement)               0.68%                     0.25%              0.93%
   U.S. Government Securities II (3) (after fee waiver or                   0.52%                     0.33%              0.85%
        expense reimbursement)
   High Income Bond II                                                      0.60%                     0.18%              0.78%

IAI Retirements Funds, Inc.
   IAI Regional                                                             0.65%                     0.29%              0.94%
   IAI Balanced (4) (net of expense reimbursements)                         0.65%                     0.37%              1.02%
   IAI Reserve (4) (net of expense reimbursements)                          0.45%                     0.23%              0.68%

SCUDDER VARIABLE LIFE INVESTMENT FUND
   Bond                                                                     0.47%                     0.09%              0.56%
   Balanced                                                                 0.47%                     0.08%              0.55%

THE ALGER AMERICAN FUND
   Income and Growth                                                       0.625%                     0.075%             0.70%
   Small Capitalization                                                     0.85%                     0.04%              0.89%
   Growth                                                                   0.75%                     0.04%              0.84%
   Midcap Growth                                                            0.80%                     0.04%              0.84%
   Leveraged Allcap (5)                                                     0.85%                     0.11%              0.96%
</TABLE>


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

(1)  Other  expenses are based on the gross  expenses of the  Portfolios  before
     expense  offset  arrangements  for the fiscal year ended December 31, 1998.
     The information for Growth,  and Worldwide  Growth is net of fee reductions
     from Janus Capital.  Without such  reductions,  the  Management  Fee, Other
     Expenses and Total  Operating  Expenses for the Portfolios  would have been
     0.72%,  0.03% and 0.75% for Growth Portfolio;  and 0.67%,  0.07%, and 0.74%
     for Worldwide  Growth Portfolio  respectively.  Janus Capital has agreed to
     continue these fee reductions until at least the next annual renewal of the
     advisory agreements.

(2) A portion of the brokerage commissions the Portfolio paid was used to reduce
    its expenses.  Including this reduction, total operating expenses would have
    been for Equity Income -- 0.57%, for Growth -- 0.66%, for Overseas -- 0.89%,
    for Asset Manager -- 0.63%, and for Contrafund -- 0.66%.

(3) The expense  figures shown reflect the voluntary  waiver of all or a portion
    of the  Management  Fee.  The  maximum  Management  Fees  for the  indicated
    Portfolios and the Total Portfolio  Expenses absent the voluntary waiver are
    as follows:  0.75% and 1.00%,  respectively,  for the  Utility  Fund II; and
    0.60% and 0.93%, respectively, for the U.S. Government Securities II.

(4) The expense figures shown are net of expenses reimbursements from Investment
    Advisers,  Inc.  Without  such  reimbursements,  Management  Fees and  Total
    Portfolio  Expenses for the Portfolios  are estimated as follows:  0.65% and
    1.37% for Balanced Portfolio, and 0.45% and 1.69% for Reserve Portfolio.

(5) Included  in the  Other  Expenses  of this  Portfolio  is 0.034% of interest
    expense.
    


Examples

   
IF YOU SURRENDER  YOUR CONTRACT AT THE END OF THE  APPLICABLE  TIME PERIOD,  YOU
WOULD PAY THE  FOLLOWING  EXPENSES  ON A $1,000  INVESTMENT,  ASSUMING 5% ANNUAL
RETURN ON ASSETS.
<TABLE>
<CAPTION>

                         Sub-Account                               1 Year        3 Years        5 Years       10 Years
- --------------------------------------------------------------------------------------------- -----------------------------
<S>                                                                 <C>            <C>            <C>           <C> 
Janus Flexible Income                                               $88            $129           $159          $256
Janus Balanced                                                      $88            $129           $160          $257
Janus Growth                                                        $87            $128           $157          $251
Janus Aggressive Growth                                             $88            $130           $160          $258
Janus Worldwide Growth                                              $88            $129           $159          $255

Fidelity VIP Money Market                                           $84            $117           $137          $211
Fidelity VIP Equity-Income                                          $86            $125           $152          $241
Fidelity VIP Growth                                                 $87            $128           $157          $251
Fidelity VIP Overseas                                               $89            $134           $169          $275
Fidelity VIP II Contrafund                                          $87            $128           $158          $253
Fidelity VIP II Asset Manager                                       $87            $126           $155          $247
Fidelity VIP II Index 500                                           $84            $118           $140          $216

IAI Regional                                                        $90            $135           $170          $278
IAI Balanced                                                        $90            $137           $174          $286
IAI Reserve                                                         $87            $128           $157          $251

Federated Utility II                                                $89            $135           $170          $277
Federated U.S. Government Securities II                             $89            $132           $165          $268
Federated High Income Bond II                                       $88            $130           $162          $261

Scudder Bond                                                        $86            $124           $151          $239
Scudder Balanced                                                    $86            $124           $150          $237

Alger American Income and Growth                                    $87            $128           $158          $253
Alger American Small Capitalization                                 $89            $134           $168          $273
Alger American Growth                                               $88            $131           $162          $262
Alger American Midcap Growth                                        $89            $132           $165          $267
Alger American Leveraged AllCap                                     $90            $136           $171          $280
</TABLE>


If you  annuitize  or if you do not  surrender  your  contact  at the end of the
applicable  time  period,  you  would  pay the  following  expenses  on a $1,000
investment, assuming 5% annual return on assets.
<TABLE>
<CAPTION>

                         Sub-Account                               1 Year        3 Years        5 Years       10 Years
- --------------------------------------------------------------------------------------------- -----------------------------
<S>                                                                 <C>            <C>            <C>           <C> 
Janus Flexible Income                                               $23            $70            $119          $256
Janus Balanced                                                      $23            $70            $120          $257
Janus Growth                                                        $22            $68            $117          $251
Janus Aggressive Growth                                             $23            $70            $120          $258
Janus Worldwide Growth                                              $23            $69            $119          $255

Fidelity VIP Money Market                                           $18            $57            $97           $211
Fidelity VIP Equity-Income                                          $21            $65            $112          $241
Fidelity VIP Growth                                                 $22            $68            $117          $251
Fidelity VIP Overseas                                               $24            $75            $129          $275
Fidelity VIP II Contrafund                                          $22            $69            $118          $253
Fidelity VIP II Asset Manager                                       $22            $67            $115          $247
Fidelity VIP II Index 500                                           $19            $58            $100          $216

IAI Regional                                                        $25            $76            $130          $278
IAI Balanced                                                        $26            $78            $134          $286
IAI Reserve                                                         $22            $68            $117          $251

Federated Utility II                                                $25            $76            $130          $278
Federated U.S. Government Securities II                             $24            $73            $125          $268
Federated High Income Bond II                                       $23            $71            $122          $261

Scudder Bond                                                        $21            $65            $111          $239
Scudder Balanced                                                    $21            $64            $110          $237

Alger American Income and Growth                                    $22            $69            $118          $253
Alger American Small Capitalization                                 $24            $75            $128          $273
Alger American Growth                                               $23            $72            $122          $262
Alger American Midcap Growth                                        $24            $73            $125          $267
Alger American Leveraged AllCap                                     $25            $77            $131          $280
    
</TABLE>

*We will waive the  Withdrawal  Charge if you select a  settlement  option  that
provides for payments over at least 5 years or over the annuitant's lifetime.

                     EXPLANATION OF FEE TABLES AND EXAMPLES

1.   We have  included  the  table and  examples  shown  above to assist  you in
     understanding  the  costs  and  expenses  that you will  bear  directly  or
     indirectly  by  investing  in the  Separate  Account.  The  table  reflects
     expenses of the Separate Account as well as the Portfolios.  For additional
     information,  you should read "Contract Charges," which begins on page [31]
     below;  you should also read the  sections  relating to  management  of the
     Portfolios in their prospectuses.  The examples do not include any taxes or
     tax penalties you may be required to pay if you surrender your Contract.

2.   The examples  assume that you did not make any transfers.  We are currently
     waiving the Transfer  Fee,  but in the future,  we may decide to charge $25
     for the  second  and each  subsequent  transfer  within a  calendar  month.
     Premium taxes are not reflected.  Currently, we deduct premium taxes (which
     range from 0% to 3.5%) from Contract  Value upon full  surrender,  death or
     annuitization.

3.   To reflect the Contract  Administration  Charge in the Examples, we applied
     an equivalent  percentage charge, which we calculated by dividing the total
     amount of Contract Administration Charges expected to be collected during a
     year by the total  estimated  average net assets of the Subaccounts and the
     Fixed Account attributable to the Contracts.

4.   The Examples reflect any Free Withdrawal Amounts.

================================================================================
Neither the fee tables nor the Examples should be considered  representations of
past or future expenses.  Your actual expenses may be greater or less than those
shown. Similarly,  the annual rate of return of 5% assumed in the example is not
an estimate or guarantee of future investment performance.
================================================================================


<PAGE>




                    QUESTIONS AND ANSWERS ABOUT YOUR CONTRACT

The  following  are answers to some of the  questions you may have about some of
the  more  important  features  of the  Contract.  The  Contract  is more  fully
described in the rest of the Prospectus. Please ready the Prospectus carefully.


1. What is the Contract?

The Contract is a flexible premium deferred  variable  annuity  contract.  It is
designed for tax-deferred  retirement  investing.  The Contract is available for
non-qualified or qualified  retirement  plans.  The Contract,  like all deferred
annuity  contracts,  has two  phases:  the  Accumulation  Period and the Annuity
Period.  During the Accumulation  Period,  earnings accumulate on a tax-deferred
basis and are taxed as income when you make a  withdrawal.  The  Annuity  Period
begins  when you  begin  receiving  payments  under one of the  annuity  payment
options described in Answers to Questions.  The Contract Value accumulated under
your  Contract  during the  Accumulation  Period will be used to  determine  the
amount of your annuity payments during the Annuity Period.

Your  premiums  are invested in one or more of the  Subaccounts  of the Separate
Account or allocated to the Fixed Account, as you instruct us. The value of your
Contract will depend on the investment  performance of the  Subaccounts  and the
amount of interest we credit to the Fixed Account.

Each Subaccount will invest in a single investment  portfolio (a "Portfolio") of
a mutual fund.  The  Portfolios  offer a range of  investment  objectives,  from
conservative  to  aggressive.  You bear the  entire  investment  risk on amounts
allocated to the Subaccounts.

In some states,  you may  allocate all or part of the value of your  Contract to
what we call the "Fixed  Account".  We guarantee that we will credit interest on
amounts  allocated the Fixed Account at an effective annual rate of at least 3%.
We may  credit a higher  rate of  interest.  The  Fixed  Account  offers  you an
opportunity  to protect your  principal  and earn at least a guaranteed  rate of
interest.

2. What annuity options does the Contract offer?

You may receive annuity payments on a fixed or a variable basis or a combination
of the two. We offer a variety of annuity options including:

     (a)  a life annuity;

     (b)  a life annuity with payments  guaranteed for five to twenty years;

     (c)  a joint and full Survivorship annuity; and

     (d)  fixed payments for a specified period of five to twenty-five years.

Call us to inquire about other options.

You may change your annuity option at any time prior to  annuitization.  You may
select the date to annuitize the Contract. The date you select,  however, may be
no later than the later of the tenth  Contract  Anniversary  or the tenth day of
the month following the Annuitant's  90th birthday.  If your Contract was issued
in connection with a qualified plan, different deadlines may apply. In addition,
we can  refuse to permit you to select a date  within  two years of our  issuing
your Contract, unless the law requires us to permit it.

If you select annuity  payments on a variable basis,  the amount of our payments
to you will be affected by the  investment  performance of the  Subaccounts  you
have selected.  The fixed portion of your annuity  payments,  on the other hand,
generally  will equal in amount to the initial  payment we  determine.  Contract
Value that is  allocated  to the Fixed  Account  at the end of the  Accumulation
Period cannot be applied to a variable annuity payment option.  Accordingly,  if
you wish to apply any  portion  of your  Fixed  Account  balance  to a  variable
annuity payment option,  you should plan ahead and transfer that amount from the
Fixed Account to the Separate Account before you annuitize the Contract.

3. How do I buy a Contract?

You can obtain a Contract  application from your Lincoln Benefit agent. You must
pay at least $1,200 in premiums during the first Contract Year. Premium payments
must be at least $100,  unless you enroll in an  automatic  payment  plan.  Your
periodic  payments in an automatic  payment plan must be at least $25 per month.
We may lower these minimums at our sole discretion. We will not issue a Contract
to you if either you or the Annuitant are age 86 or older before we receive your
application.

4. What are my investment choices under the Contract?

You can allocate and reallocate your investment among the  Subaccounts,  each of
which in turn invests in a single  Portfolio.  Under the Contract,  the Separate
Account currently invests in the following Portfolios:


Fund                       Portfolio
- --------------------------------------------------------------------------------
Janus Aspen Series         Flexible Income Portfolio
                           Balanced Portfolio
                           Growth Portfolio
                           Aggressive Growth Portfolio
                           Worldwide Growth Portfolio
- --------------------------------------------------------------------------------
Fidelity Variable          Money Market Portfolio
Insurance                  Equity-Income Portfolio
Products Fund              Growth Portfolio
                           Overseas Portfolio
- --------------------------------------------------------------------------------
Fidelity Variable          Asset Manager Portfolio
Insurance                  Contrafund Portfolio
Products Fund II           Index 500
- --------------------------------------------------------------------------------
IAI Retirement             IAI Regional Portfolio
Funds, Inc                 IAI Balanced Portfolio
                           IAI Reserve Portfolio
- --------------------------------------------------------------------------------
Federated Insurance        Federated Utility Fund II
Management Series          Federated U.S. Government Securities II
                           Federated High Income Bond Fund II
- --------------------------------------------------------------------------------
Scudder Variable           Bond Portfolio Class A
  Life Investment          Balanced Portfolio Class A
  Fund                     
- --------------------------------------------------------------------------------
Alger American             Small Capitalization Portfolio
  Fund                     MidCap Growth Portfolio
                           Growth Portfolio
                           Leveraged AllCap Portfolio
                           Income and Growth Portfolio
- --------------------------------------------------------------------------------
   
Some of the Portfolios described in this Prospectus may not be available in your
Contract.  Each  Portfolio  holds its assets  separately  from the assets of the
other Portfolios. Each Portfolio has distinct investment objectives and policies
which are described in the accompanying prospectuses for the Portfolios.
    

In addition, the Fixed Account is available in some states.

5. What are my expenses under the Contract?

CONTRACT  ADMINISTRATION  CHARGE. During the Accumulation Period only, each year
we subtract $25 from your Contract  Value as an annual  contract  administration
charge. We cannot increase the amount of this charge.

ADMINISTRATIVE EXPENSE CHARGE AND MORTALITY AND EXPENSE RISK ChARGE. We impose a
mortality  and expense  risk charge at an annual rate of 1.25% of average  daily
net assets and an  administrative  expense  charge at an annual  rate of .15% of
average  daily net  assets.  These  charges  are  assessed  each day  during the
Accumulation  Period and the Annuity Period. We guarantee that we will not raise
these charges.

TRANSFER FEE. We currently do not charge a transfer fee. The Contract permits us
to charge you up to $25 per transfer for each transfer  after the first transfer
in each month.

   
WITHDRAWAL CHARGE  (CONTINGENT  DEFERRED SALES CHARGE).  During the Accumulation
Period,  you may withdraw all or part of the value of your Contract  before your
death or, if the  Contract is owned by a company or other legal  entity,  before
the Annuitant's  death. The Withdrawal  Charge,  which is a contingent  deferred
sales charge,  will vary  depending on how many complete years have passed since
you paid the Purchase Payment being withdrawn.  The Withdrawal Charge applies to
each  Purchase  Payment  for seven  complete  years from the date of the Payment
(each a "Contribution Year")

       Contribution              Applicable
            Year                    Charge
             1-2                    7%
               3                    6%
               4                    5%
               5                    4%
               6                    3%
               7                    2%
               8+                   0%

In determining  Withdrawal  Charges,  we will deem your Purchase  Payments to be
withdrawn on a first-in first-out basis.
    

Certain withdrawals may be made without payment of any Withdrawal Charge. We may
impose a  Withdrawal  Charge  upon  annuitization  only if you select an annuity
option  under which we will make  payments  for a fixed period of less than five
years.  In some  states,  we also may  waive  the  Withdrawal  Charge  under our
confinement  waiver  benefit.  Additional  restrictions  and  costs may apply to
Contracts  issued in connection with qualified  plans. In addition,  withdrawals
may trigger tax  liabilities  and  penalties.  You should  consult with your tax
counselor  to  determine  what  effect  a  withdrawal  might  have on  your  tax
liability.

In most states, each year, free of Withdrawal Charge, you may withdraw:

(a)  the greater of:

     -    15% of your total  Purchase  Payments  made in the most  recent  seven
          years, if permitted under state law; or

     -    earnings not previously withdrawn; plus

(b)  an amount equal to your total Purchase  Payments made more than seven years
     ago, to the extent not previously withdrawn.

Because of  differences  in state law, in some states we substitute  10% in this
formula.


PREMIUM TAXES.  Certain states impose a premium tax on annuity purchase payments
received by insurance companies.  Any applicable premium taxes are deducted from
the value of your  Contract  upon  surrender,  death,  or  annuitization.  State
premium taxes generally range from 0% to 3.5%.

OTHER  EXPENSES.  In addition to our charges under the Contract,  each Portfolio
deducts  amounts from its assets to pay its  investment  advisory fees and other
expenses.

6. How will my investment in the Contract be taxed?
You should consult a qualified tax adviser for personalized answers.  Generally,
earnings under  variable  annuities are not taxed until amounts are withdrawn or
distributions  are  made.  This  deferral  of taxes  is  designed  to  encourage
long-term  personal  savings  and  supplemental  retirement  plans.  The taxable
portion of a withdrawal or distribution is taxed as ordinary income.

Special rules apply if the Contract is owned by a company or other legal entity.
Generally,  such an owner must  include in income any  increase in the excess of
the Contract  Value over the  "investment  in the  contract"  during the taxable
year.

7. Do I have access to my money?
At any time during the Accumulation  Period,  we will pay you all or part of the
value of your  Contract,  minus any  applicable  charge,  if you surrender  your
Contract or request a partial withdrawal.  Under some plans, you may also take a
loan against the value of your Contract.  Generally,  a partial  withdrawal must
equal at least $250.  Under our  Systematic  Withdrawal  Program,  however,  the
minimum amount of each withdrawal payment is $50.

While you have  access to your money  during the  Accumulation  Period,  certain
charges, such as the contract  administration charge, the Withdrawal Charge, and
premium tax charges may be deducted on a surrender or  withdrawal.  In addition,
you may incur federal income tax liability or tax penalties.

After  annuitization,  under certain  settlement  options you may be entitled to
withdraw the commuted value of the remaining payments.

8. What is the death benefit?

We will pay a death  benefit  while  the  Contract  is in force and  before  the
Annuity  Date,  if the Contract  Owner dies,  or if the  Annuitant  dies and the
Contract Owner is not a natural person.  To obtain payment of the Death Benefit,
the  Beneficiary  must submit to us written  proof of death as  specified in the
Contract.

The death  benefit is the  greater of 1) the  "floor  value" or 2) the  Contract
Value less any premium tax.  During the first seven years of the  Contract,  the
floor value is equal to your total Purchase Payments less prior withdrawals, all
accumulated  at 4% per year until the Contract  Anniversary  next following your
75th birthday and at 0% per year  thereafter.  If the Contract Value exceeds the
floor value on the seventh Contract Anniversary,  the floor value will be raised
to the level of the Contract  Value and, in  subsequent  years,  the floor value
will be calculated  using the "stepped up" value in place of the actual Purchase
Payments and withdrawals during the first seven Contract years.

We will  determine the value of the death benefit on the day that we receive all
of the information that we need to process the claim.

9. What else should I know?

ALLOCATION  OF PURCHASE  PAYMENTS.  You allocate your initial  Purchase  Payment
among  the  Subaccounts  and the Fixed  Account  in your  Contract  application.
Percentages  must be in whole numbers and the total  allocation must equal 100%.
When you make subsequent  Purchase Payments,  you may again specify how you want
your  payments  allocated.  If you do not, we will  automatically  allocate  the
payment based on your most recent  instructions.  You may not allocate  Purchase
Payments to the Fixed Account if it is not available in your state.

TRANSFERS.  During the  Accumulation  Period,  you may freely transfer  Contract
Value among the Subaccounts  and from the Subaccounts to the Fixed Account.  You
may instruct us to transfer  Contract  Value by writing or calling us. While you
may also  transfer  amounts from the Fixed  Account,  certain  restrictions  may
apply. No transfers are permitted after the Annuity Date.

You may also use our automatic  dollar cost  averaging or portfolio  rebalancing
programs. You may not use both programs at the same time.

Under the dollar cost averaging program,  amounts are automatically  transferred
at regular  intervals from the Fixed Account or a Subaccount of your choosing to
up to eight options, including other Subaccounts or the Fixed Account. Transfers
may be made monthly, quarterly, or annually.

Under the portfolio rebalancing program, you can maintain the percentage of your
Contract  Value  allocated to each  Subaccount  at a pre-set  level.  Investment
results will shift the balance of your Contract Value allocations.  If you elect
rebalancing,  we will  automatically  transfer your  Contract  Value back to the
specified  percentages  at  the  frequency  (monthly,  quarterly,  semiannually,
annually) that you specify. You may not elect rebalancing after annuitization.

FREE-LOOK  PERIOD.  You may cancel the  Contract by returning it to us within 10
days after you receive it, or after  whatever  longer period may be permitted by
state law. You may return it by delivering it or mailing it to us. If you return
the Contract,  the Contract  terminates and, in most states,  we will pay you an
amount equal to the Contract Value on the date we receive the Contract from you.
The  Contract  Value may be more or less than your  Purchase  Payments.  In some
states, we are required to send you the amount of your Purchase Payments.  Since
state laws differ as to the  consequences  of  returning a Contract,  you should
refer to your Contract for specific information about your circumstances.

   
10.  Who can I contact  for more  information?  You can  write to us at  Lincoln
Benefit Life Company, P.O. Box 82532, Lincoln,  Nebraska 68501-2532,  or call us
at (800) 525-9287.
    


<PAGE>


                         CONDENSED FINANCIAL INFORMATION

Attached  as  Appendix  A is a table  showing  selected  information  concerning
Accumulation  Unit Values for each  Subaccount for 1994,  1995,  1996,  1997 and
1998.  Accumulation  Unit Value is the unit of measure  that we use to calculate
the value of your  interest in a  Subaccount.  Accumulation  Unit Value does not
reflect the deduction of certain  charges that are subtracted from your Contract
Value, such as the Contract Administration Charge. To obtain a fuller picture of
each Subaccount's finances and performance,  you should also review the Separate
Account's  financial  statements,  which are in the  Separate  Account's  Annual
Report dated as of December 31, 1998,  contained in the  Statement of Additional
Information.  The  Statement of  Additional  Information  also  includes a brief
explanation of how performance of the Subaccounts is calculated.

DESCRIPTION OF THE CONTRACTS

Summary.  The  Contract is a deferred  annuity  contract  designed to aid you in
long-term  financial  planning.  You may add to the  Contract  Value  by  making
additional  Purchase  Payments.  In addition,  the Contract Value will change to
reflect the  performance of the  Subaccounts to which you allocate your Purchase
Payments and your Contract  Value,  as well as to reflect  interest  credited to
amounts allocated to the Fixed Account.  You may withdraw your Contract Value by
making  a  partial   withdrawal  or  by   surrendering   your   Contract.   Upon
Annuitization,  we will pay you  benefits  under the  Contract in the form of an
annuity,  either for the life of the  Annuitant  or for a fixed number of years.
All of these features are described in more detail below.

Contract  Owner.  As the Contract Owner you are the person  usually  entitled to
exercise all rights of ownership  under the  Contract.  You usually are also the
person entitled to receive benefits under the Contract or choose someone else to
receive benefits.  If your Contract was issued under a Qualified Plan,  however,
the Plan may limit or modify your rights and  privileges  under the Contract and
may limit your right to choose  someone  else to receive  benefits.  We will not
issue a Contract to a purchaser  who has attained age 86, or where the Annuitant
has attained age 86.

Annuitant.  The  Annuitant  is the  living  person  whose  life  span is used to
determine  annuity  payments.  You  initially  designate  an  Annuitant  in your
application.  You may change the Annuitant at any time before  annuity  payments
begin.  If your Contract was issued under a plan qualified under Section 403(b),
408, or 408A of the Tax Code, you must be the Annuitant.  You may also designate
a Joint-Annuitant, who is a second person on whose life annuity payments depend.
Additional restrictions may apply in the case of Qualified Plans. If you are not
the Annuitant and the Annuitant dies before annuity payments begin,  then either
you  become  the new  Annuitant  or you  must  name  another  person  as the new
Annuitant.  You must attest that the  Annuitant  is alive in order to  annuitize
your Contract.

Modification of the Contract.  Only a Lincoln Benefit Life officer may approve a
change in or waive any provision of the  Contract.  Any change or waiver must be
in  writing.  None of our  agents  has the  authority  to  change  or waive  the
provisions of the Contract.

We are  permitted  to change the terms of the  Contract  if it is  necessary  to
comply with changes in the law. If a provision  of the Contract is  inconsistent
with state law, we will follow state law.

Assignment.  Before the Annuity Date,  if the Annuitant is still alive,  you may
assign a Contract issued under a Non-Qualified Plan that is not subject to Title
1 of the  Employee  Retirement  Income  Security  Act of  1974  ("ERISA").  If a
Contract is issued pursuant to a Qualified Plan or a Non-Qualified  Plan that is
subject  to Title 1 of  ERISA,  the law  prohibits  some  types of  assignments,
pledges and transfers and imposes  special  conditions on others.  An assignment
may also result in taxes or tax penalties.

We will not be bound by any  assignment  until we receive  written notice of it.
Accordingly,  until we receive written notice of an assignment, we will continue
to act as though the assignment had not occurred. We are not responsible for the
validity of any assignment.

Because of the  potential  tax  consequences  and ERISA  issues  arising from an
assignment,  you should  consult with an attorney  before  trying to assign your
Contract.

Free Look  Period.  You may cancel the  Contract by returning it to us within 10
days after you receive it, or within  whatever longer period may be permitted by
state law. You may return it by delivering it to your agent or mailing it to us.
If you return the Contract, the Contract terminates and, in most states, we will
pay you an  amount  equal  to the  Contract  Value on the  date we  receive  the
Contract from you. The Contract Value at that time may be more or less than your
Purchase  Payments.  In some states, if you exercise your "free look" rights, we
are required to return the amount of your Purchase Payments.  Your Contract will
contain specific information about your free-look rights in your state.

PURCHASES AND CONTRACT VALUE

Minimum Purchase Payment. The minimum initial Purchase Payment for a Contract is
$1,200.  You may pay it in a lump sum or in installments of your choice over the
first Contract  Year. You may not pay more than $1 million in Purchase  Payments
without our prior approval.  As a general rule, subsequent Purchase Payments may
be made in amounts of $100 or more. Subsequent Purchase Payments made as part of
an Automatic  Payment Plan,  however,  may be as small as $25 per month.  We may
lower these  minimums if we choose.  We may refuse any  Purchase  Payment at any
time.

Automatic Payment Plan. You may make scheduled  Purchase Payments of $25 or more
per month by automatic  payment through your bank account.  Call or write us for
an enrollment form.

Allocation of Purchase  Payments.  Your  Purchase  Payments are allocated to the
Subaccount(s)  and the Fixed Account in the proportions  that you have selected.
You must specify  your  allocation  percentages  in your  Contract  application.
Percentages  must be in whole numbers and the total  allocation must equal 100%.
We will allocate your subsequent  Purchase Payments in those percentages,  until
you give us new allocation instructions.  You may not allocate Purchase Payments
to the Fixed Account if it is not available in your state.

If your application is complete, we will issue your Contract within two business
days of its receipt at our P.O. Box shown on the first page of this  prospectus.
If your application for a Contract is incomplete, we will notify you and seek to
complete the application  within five business days. For example,  if you do not
fill in  allocation  percentages,  we will  contact  you to obtain  the  missing
percentages.  If we cannot complete your  application  within five business days
after we receive it, we will return your application and your Purchase  Payment,
unless you expressly permit us to take a longer time.

Usually,  we will allocate your initial  Purchase Payment to the Subaccounts and
the  Fixed  Account,  as you have  instructed  us, on the  Issue  Date.  We will
allocate your subsequent  Purchase  Payments on the date that we receive them at
the next computed Accumulation Unit Value.

In some  states,  however,  we are  required  to return at least  your  Purchase
Payment if you cancel your  Contract  during the  "free-look"  period.  In those
states,  we currently will allocate your Purchase  Payments on the Issue Date as
you have instructed us, as described above. In the future,  however,  we reserve
the right, if you live in one of those states, to allocate all Purchase Payments
received during the "free-look  period" to the Fidelity Money Market Subaccount.
If we exercise that right and your state's free look period is ten days, we will
transfer  your  Purchase  Payments to your  specified  Subaccounts  or the Fixed
Account  20 days  after the Issue  Date;  if your  state's  free look  period is
longer,  we will transfer  your Purchase  Payment after ten days plus the period
required by state law have passed.

We determine the number of Accumulation  Units in each Subaccount to allocate to
your Contract by dividing that portion of your Purchase  Payment  allocated to a
Subaccount by that  Subaccount's  Accumulation  Unit Value on the Valuation Date
when the allocation occurs.

Contract  Value.  We will  establish an account for you and will  maintain  your
account during the Accumulation  Period. The total value of your Contract at any
time  is  equal  to the  sum of the  value  of your  Accumulation  Units  in the
Subaccounts  you have  selected,  plus the value of your  interest  in the Fixed
Account.

Separate Account  Accumulation Unit Value. As a general matter, the Accumulation
Unit Value for each Subaccount will rise or fall to reflect changes in the share
price of the Portfolio in which the Subaccount invests. In addition, we subtract
from  Accumulation  Unit Value  amounts  equal to the Mortality and Expense Risk
Charge,  Administrative  Expense  Charge,  and any provision for taxes that have
accrued  since we last  calculated  the  Accumulation  Unit Value.  We determine
Withdrawal Charges, Transfer Fees and Contract Administration Charges separately
for each  Contract.  They do not affect  Accumulation  Unit Value.  Instead,  we
obtain payment of those charges and fees by redeeming Accumulation Units.

We determine a separate Accumulation Unit Value for each Subaccount. If we elect
or are required to assess a charge for taxes, a separate Accumulation Unit Value
may be calculated  for Contracts  issued in connection  with  Non-Qualified  and
Qualified Plans,  respectively,  within each  Subaccount.  We will determine the
Accumulation  Unit  Value  Monday  through  Friday on each day that the New York
Stock Exchange is open for business.

   
You should refer to the  prospectuses  for the Portfolios  which  accompany this
prospectus  for a  description  of how the assets of each  Portfolio are valued,
since the  determination  has a direct bearing on the Accumulation Unit Value of
the corresponding Subaccount and, therefore, your Contract Value.
    

Transfer During  Accumulation  Period.  During the Accumulation  Period, you may
transfer Contract Value among the Fixed Account and Subaccounts in writing or by
telephone. YOU MAY NOT MAKE A TRANSFER AFTER THE ANNUITY DATE. Currently,  there
is no minimum transfer amount. The Contract permits us to set a minimum transfer
amount in the future.

   
As a general rule, we only make  transfers on days when we and the NYSE are open
for business.  If we receive your request on one of those days, we will make the
transfer that day. We close our offices for business on certain days immediately
preceding  or  following  certain  national  holidays  when the NYSE is open for
business.  For  calendar  year  1999,  our  offices  will be closed on July 5th,
November 26th, December 24th and December 31st. For transfers requested on these
days, we will make the transfer on the first  subsequent day on which we and the
NYSE are open.
    

We have established  special  requirements for transfers from the Fixed Account.
You may make a lump sum transfer from the Fixed Account to the Subaccounts  only
during  the 60 day  period  beginning  on  the  Issue  Date  and  each  Contract
Anniversary.  Transfers  pursuant  to  a  Dollar  Cost  Averaging  or  Portfolio
Rebalancing Program may occur at any time at the intervals you have selected.

The maximum amount which may be transferred as a lump sum from the Fixed Account
during a Contract Year usually is the greater of:

     -    30%  of  the  Fixed  Account  balance  on  the  most  recent  Contract
          Anniversary; or

     -    the largest  amount  transferred  from the Fixed  Account in any prior
          Contract Year.

This limit also  applies to  transfers  under a Dollar Cost  Averaging  program,
unless you choose to transfer your entire Fixed Account  balance to Subaccounts.
In that case, the maximum monthly transfer amount may not be more than 1/36th of
your Fixed  Account  balance on the day of the first  transfer.  We may waive or
modify these  restrictions  on  transfers  from the Fixed  Account.  You may not
transfer Account Value or allocate new Purchase Payments into the Fixed Account,
if transfers are being made out under the Dollar Cost Averaging program.

In addition, you may transfer 100% of the Fixed Account balance in a lump sum to
the Subaccount(s), if on any Contract Anniversary either (a) or (b) is true:

(a)  The interest rate on the Fixed Account is lower than it was on the Contract
     Anniversary  one year  previously or if on the First  Contract  Anniversary
     that interest rate is lower than it was on the Issue Date; or

(b)  The credited interest rate is less than 4%.

We will notify you by mail if (a) or (b) occurs.  You may request a transfer for
60 days following the date we mail notification to you.

The Contract  permits us to defer transfers from the Fixed Account for up to six
months  from the date  you ask us.  Also,  we may  restrict  transfers  from the
Subaccounts  to the Fixed  Account in each  Contract Year to no more than 30% of
the total  Subaccount  balances as of the most recent Contract  Anniversary.  We
currently are not imposing this restriction on transfers from the Subaccounts.

Transfers Authorized by Telephone.  You may make transfers by telephone,  if you
first send us a completed  authorization  form.  The cut off time for  telephone
transfer  requests is 4:00 p.m.  Eastern time.  Calls completed before 4:00 p.m.
will be effected on that day at that day's  price.  Calls  completed  after 4:00
p.m.  will be  effected  on the  next  day on which we and the NYSE are open for
business, at that day's price.

We may charge you the  Transfer Fee  described  on page [32] below,  although we
currently are waiving it. In addition,  we may suspend,  modify or terminate the
telephone transfer privilege at any time without notice.

We use procedures  that we believe provide  reasonable  assurance that telephone
authorized transfers are genuine.  For example, we tape telephone  conversations
with  persons  purporting  to  authorize   transfers  and  request   identifying
information.  Accordingly,  we disclaim any liability for losses  resulting from
allegedly  unauthorized  telephone  transfers.   However,  if  we  do  not  take
reasonable steps to help ensure that a telephone  authorization is valid, we may
be liable for such losses.

Automatic  Dollar  Cost  Averaging  Program.  Under our  Automatic  Dollar  Cost
Averaging  program,  you may  authorize us to transfer a fixed dollar  amount at
fixed intervals from the Fixed Account or a Subaccount (the "Source Subaccount")
of your choosing to up to eight  options,  including  other  Subaccounts  or the
Fixed Account.  The interval  between  transfers may be monthly,  quarterly,  or
annually,  at your option.  The transfers will be made at the Accumulation  Unit
Value on the  date of the  transfer.  The  transfers  will  continue  until  you
instruct  us  otherwise,  or until your chosen  source of  transfer  payments is
exhausted.  Currently, the minimum transfer amount from the Source Subaccount is
$100. We may change this minimum or grant exceptions. If you elect this program,
the first transfer will occur one interval after your Issue Date.

Your request to  participate  in this program will be effective  when we receive
your completed  application or service request form at the P.O. Box given on the
first page of this  prospectus.  Call or write us for a copy of the application.
You may  increase,  decrease  or change  the  frequency  or  amount of  Purchase
Payments under a Dollar Cost Averaging  Program.  Special  restrictions apply to
transfers from the Fixed Account. They are explained on pages 15-16 above.

The theory of dollar cost averaging is that you will purchase greater numbers of
units when the unit  prices are  relatively  low rather than when the prices are
higher. As a result,  when purchases are made at fluctuating prices, the average
cost per unit is less than the average of the unit prices on the purchase dates.
However,  participation  in this program does not assure you of a greater profit
from your purchases under the program; nor will it prevent or necessarily reduce
losses  in a  declining  market.  You may  not use  dollar  cost  averaging  and
portfolio rebalancing at the same time.

Portfolio Rebalancing

Portfolio  rebalancing  allows you to maintain the  percentage  of your Contract
Value allocated to each Subaccount  and/or the Fixed Account at a pre-set level.
For example,  you could specify that 30% of your Contract Value should be in the
Balanced Portfolio,  40% in the Growth  Portfolio-Janus  Aspen Series and 30% in
Federated  High  Income  Bond  Fund  II.  Over  time,  the  variations  in  each
Subaccount's  investment  results will shift the balance of your Contract  Value
allocations.  Under the portfolio  rebalancing feature, if the changes from your
desired  percentages  pass a  threshold  we  establish,  we  will  automatically
transfer  your  Contract  Value,  including  new  premium  (unless  you  specify
otherwise),  back to the  percentages  you  specify.  Portfolio  rebalancing  is
consistent  with  maintaining  your  allocation  of  investments   among  market
segments,  although it is accomplished by reducing your Contract Value allocated
to the better performing segments.

You may choose to have rebalances  made monthly,  quarterly,  semi-annually,  or
annually until your Annuity Date;  portfolio  rebalancing is not available after
you annuitize.  No Transfer Fees will be charged for portfolio  rebalancing.  No
more than eight Subaccounts,  or seven Subaccounts and the Fixed Account, can be
included in a portfolio rebalancing program at one time.

In any  Contract  Year,  transfers  from the  Fixed  Account  under a  portfolio
rebalancing program are subject to the overall limit on transfers from the Fixed
Account.  Accordingly,  if the total amount  transferred  from the Fixed Account
reaches  that  limit  before the end of a Contract  Year,  we will not  transfer
additional  amounts from the Fixed  Account for portfolio  rebalancing  purposes
until the next Contract Year.

You may request  portfolio  rebalancing  at any time before your Annuity Date by
submitting a completed  written request to us at the P.O. Box given on the first
page of this prospectus. Please call or write us for a copy of the request form.
If you stop portfolio rebalancing, you must wait 30 days to begin again. In your
request,  you may  specify a date for your first  rebalancing.  If you specify a
date fewer than 30 days after your  Issue  Date,  your first  rebalance  will be
delayed one month. If you do not specify a date for your first rebalancing, your
first  rebalance  will occur one period  after the Issue  Date,  if you  request
portfolio  rebalancing  in your  Contract  application.  Otherwise,  your  first
rebalancing will occur one period after we receive your completed  request form.
All subsequent rebalancing will occur at the intervals you have specified on the
day of the month that  coincides with the same day of the month as your Contract
Anniversary Date.

Generally,  you may change the allocation  percentages,  frequency, or choice of
Subaccounts  at any time.  If you  include  the  Fixed  Account  in a  portfolio
rebalancing  program,  however,  in any given  twelve-month  period  you may not
change the  allocation  percentages  more than twice and the total change to the
Fixed Amount allocation may not exceed 20%. We may waive this restriction.

If the total Contract Value subject to rebalancing falls below any minimum value
that  we  may  establish,  we may  prohibit  or  limit  your  use  of  portfolio
rebalancing.  You may not use dollar cost averaging and portfolio rebalancing at
the same time. We may change, terminate, limit, or suspend portfolio rebalancing
at any time.

THE INVESTMENT AND FIXED ACCOUNT OPTIONS

Separate Account Investments

The Portfolios.  Each of the Subaccounts of the Separate  Account invests in the
shares of one of the Portfolios. Each Portfolio is either an open-end management
investment  company  registered  under the  Investment  Company Act of 1940 or a
separate investment series of an open-end management investment company. We have
briefly   described  the  Portfolios  below.  You  should  consult  the  current
prospectuses  for the  Portfolios  for more  detailed and  complete  information
concerning  the  Portfolios.  If you do not have a  prospectus  for a Portfolio,
contact us and we will send you a copy. Appendix B contains a description of how
advertised performance data for the Subaccounts are computed.

Some of the Portfolios have been established by investment advisers which manage
publicly  traded mutual funds having  similar names and  investment  objectives.
While some of the Portfolios may be similar to, and may in fact be modeled after
publicly traded mutual funds, you should  understand that the Portfolios are not
otherwise directly related to any publicly traded mutual fund. Consequently, the
investment  performance of publicly  traded mutual funds and any similarly named
Portfolio may differ substantially.

Amounts you have allocated to Subaccounts  may grow in value,  decline in value,
or grow less than you expect,  depending on the  investment  performance  of the
Portfolios in which those Subaccounts  invest. You bear the investment risk that
those Portfolios possibly will not meet their investment objectives.  You should
carefully review their prospectuses before allocating amounts to the Subaccounts
of the Separate Account.

Alger American Fund (Investment advisor:  Fred Alger Management, Inc.)

ALGER AMERICAN  INCOME AND GROWTH  PORTFOLIO  seeks  primarily to provide a high
level of dividend income.  Capital  appreciation is a secondary objective of the
Portfolio.  Except during temporary defensive periods, the Portfolio attempts to
invest 100%, and it is a fundamental  policy of the Portfolio to invest at least
65%, of its total assets in dividend paying equity securities.

   
ALGER  AMERICAN  SMALL   CAPITALIZATION   PORTFOLIO  seeks   long-term   capital
appreciation.  Except during temporary defensive periods,  the Portfolio invests
at least 65% of its total assets in equity  securities of companies that, at the
time of  purchase,  have a total  market  capitalization  within  the  range  of
companies  included in the Russell  2000 Growth  Index or the S&P  SmallCap  600
Index.  The portfolio may invest its  remaining  assets in equity  securities of
companies  that,  at the time of  purchase,  have  total  market  capitalization
outside of this combined range.
    

ALGER AMERICAN GROWTH  PORTFOLIO seeks long-term  capital  appreciation.  Except
during temporary  defensive  periods,  the portfolio invests at least 65% of its
total  assets  in  equity   securities  of  companies  that  have  total  market
capitalization  of $1 billion or greater.  The Portfolio may invest up to 35% of
its total  assets in equity  securities  of  companies  that have  total  market
capitalization of less than $1 billion.

ALGER AMERICAN MIDCAP GROWTH seeks long-term capital appreciation. Except during
temporary  defensive  periods,  the Portfolio  invests at least 65% of its total
assets in equity  securities of companies that have total market  capitalization
within the range of companies included in the S&P MidCap 400 Index.

ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO seeks long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 85% of
its net assets in equity  securities of companies of any size. The Portfolio may
purchase put and call  options and sell (write)  covered call and put options on
securities and put options on securities and securities indexes and purchase and
sell call and put options on these  futures  contracts.  The  Portfolio may also
borrow money for the purchase of additional securities.

Janus Aspen Series (investment adviser:  Janus Capital Corporation)

FLEXIBLE  INCOME  PORTFOLIO seeks to maximize total return from a combination of
current  income and capital  appreciation,  with an emphasis on current  income.
This  Portfolio  invests  in all  types  of  income-producing  securities.  This
Portfolio  may  have  substantial   holdings  of  debt  securities  rated  below
investment grade.  Investments in such securities present special risks; you are
urged to carefully read the risk disclosure in the  accompanying  prospectus for
the Portfolio before allocating amounts to the Janus Flexible Income Subaccount.

BALANCED PORTFOLIO seeks long-term growth of capital balanced by current income.
This  Portfolio  usually  invests  40-60% of its assets in  securities  selected
primarily  for their  growth  potential  and 40-60% of its assets in  securities
selected primarily for their income potential.

GROWTH PORTFOLIO seeks long-term  growth of capital by investing  primarily in a
diversified portfolio of common stocks of a large number of issuers of any size.
Generally, this Portfolio emphasizes issuers with larger market capitalizations.

AGGRESSIVE  GROWTH  PORTFOLIO  seeks  long-term  growth  of  capital.  It  is  a
non-diversified  fund.  It usually  invests at least 50% of its equity assets in
securities  issued by medium-sized  companies,  which are companies whose market
capitalizations  at the time of purchase by the  Portfolio  fall within the same
range as companies in the S&P MidCap 400 Index. This range is expected to change
on a regular basis. This Portfolio may invest its remaining assets in smaller or
larger issuers.

WORLDWIDE  GROWTH  PORTFOLIO seeks long-term growth of capital by investing in a
diversified  portfolio of common  stocks of foreign and domestic  issuers of any
size.  This  Portfolio  usually  invests in issuers from at least five different
countries including the United States.

Fidelity  Variable  Insurance  Products  Fund  (investment   adviser:   Fidelity
Management & Research Company)

MONEY MARKET  PORTFOLIO  seeks to obtain as high a level of current income as is
consistent with preserving capital and providing liquidity.  This Portfolio will
invest in  high-quality  U.S.  dollar-denominated  money  market  securities  of
domestic and foreign issues, including U.S. Government securities and repurchase
agreements.

EQUITY-INCOME  PORTFOLIO  seeks  reasonable  income by  investing  primarily  in
income-producing  equity securities.  The goal is to achieve a higher yield than
the composite  yield of the S&P 500 Composite Stock Price Index. At least 65% of
this Portfolio's assets will be invested in income producing common or preferred
stock. The fund has the flexibility, however, to invest the balance in all types
of domestic securities, including bonds.

GROWTH PORTFOLIO seeks to achieve capital  appreciation.  This Portfolio usually
purchases common stocks,  although its investments are not restricted to any one
type of security.

OVERSEAS   PORTFOLIO  seeks  long-term  growth  of  capital   primarily  through
investments in foreign securities.  At least 65% of this Portfolio's assets will
be invested in  securities  of issuers  outside of the United  States.  The fund
normally diversifies its investments across different countries and regions.

Fidelity  Variable  Insurance  Products Fund II  (investment  adviser:  Fidelity
Management & Research Company)

   
ASSET MANAGER PORTFOLIO seeks to obtain high total return with reduced risk over
the long term by allocating its assets among domestic and foreign stocks, bonds,
and short-term money market securities. Usually, this Portfolio's assets will be
allocated within the following guidelines:  50-100% in stocks (equities);  0-50%
in bonds (intermediate to long-term); and 0-50% in short-term instruments.

CONTRAFUND  PORTFOLIO seeks capital  appreciation by investing  mainly in equity
securities  of companies  whose value the  Portfolio's  adviser  believes is not
fully  recognized by the public.  This Portfolio  usually  invests  primarily in
common stock of domestic and foreign  issuers,  but it may invest in other types
of securities.
    

VIP II INDEX 500 PORTFOLIO seeks  long-term  capital growth through the purchase
of a portfolio that broadly represents the U.S. stock market, as measured by the
S&P 500. By investing to match the return of the S&P 500, the portfolio seeks to
keep expenses low. The portfolio does not expect to achieve  potentially greater
results than could be obtained by a fund that aggressively seeks growth.

IAI Retirement Funds, Inc. (investment adviser:  Investment Advisers, Inc.)

IAI REGIONAL  PORTFOLIO seeks capital  appreciation by investing at least 80% of
its equity  investments in companies that have their  headquarters in Minnesota,
Wisconsin, Iowa, Illinois, Nebraska, Montana, North Dakota or South Dakota.

IAI BALANCED  PORTFOLIO'S  investment  objective is to maximize  total return to
investors.  This  Portfolio  pursues its  objective  by  investing  in a broadly
diversified portfolio of stocks, bonds and short-term instruments.  Under normal
market conditions,  the Portfolio will hold between 25% and 75% of its assets in
stocks and other equity  securities,  between 25% and 75% of its assets in bonds
and other fixed  income  securities,  and up to 50% of its assets in  short-term
instruments.

IAI RESERVE  PORTFOLIO'S  investment  objectives are to provide its shareholders
with  high  levels  of  capital  stability  and  liquidity  and,  to the  extent
consistent with these primary  objectives,  a high level of current income. This
Portfolio  pursues  its  investment  objectives  by  investing  primarily  in  a
diversified  portfolio of  investment  grade bonds and other debt  securities of
similar  quality.  This  Portfolio's  dollar weighted  average maturity will not
exceed twenty-five (25) months.

Federated Insurance Management Series (investment adviser:  Federated Advisers)

FEDERATED  UTILITY  FUND II'S  investment  objective  is to achieve high current
income and moderate capital  appreciation.  The Portfolio  invests  primarily in
equity and debt  securities  of utility  companies  that produce,  transmit,  or
distribute  gas and electric  energy,  as well as those  companies  that provide
communications facilities, such as telephone and telegraph companies.

FEDERATED FUND FOR U.S.  GOVERNMENT  SECURITIES II'S investment  objective is to
provide current income.  The Portfolio invests in direct obligations of the U.S.
Government or its agencies or  instrumentalities,  and securities  guaranteed by
the U.S. Government, its agencies, or instrumentalities. This Portfolio may also
invest in certain  collateralized  mortgage  obligations ("CMOs") and repurchase
agreements.

FEDERATED  HIGH  INCOME  BOND FUND  II'S  investment  objective  is to seek high
current income. This Portfolio invests at least 65% of its assets in lower rated
corporate debt obligations,  such as preferred stocks, bonds, debentures, notes,
equipment lease  certificates  and equipment trust  certificates.  Some of these
fixed income securities may involve equity features. Under normal circumstances,
this Portfolio will not invest more than 10% of the value of its total assets in
equity securities.

Scudder  Variable Life  Investment Fund  (investment  adviser:  Scudder,  Kemper
Investments  Inc.,  Stevens & Clark,  Inc.) The Scudder Variable Life Investment
Fund has two classes of shares. The Subaccounts invest in Class A shares,  which
do not impose distribution fees.

BOND  PORTFOLIO  seeks  high  income  from  a high  quality  portfolio  of  debt
securities.  Under normal circumstances,  this Portfolio invests at least 65% of
its assets in bonds including those of the U.S.  Government and its agencies and
those of corporations and other notes and bonds paying high current income. This
Portfolio  can  invest  in a broad  range of short,  intermediate  and long term
securities.

BALANCED  PORTFOLIO  seeks a balance  of growth and  income  from a  diversified
portfolio  of equity  and fixed  income  securities.  The  Portfolio  also seeks
long-term preservation of capital through a quality-oriented investment approach
that is designed to reduce  risk.  The  Portfolio  will invest its assets in the
following three market sectors:  1) equity  securities;  2) debt securities with
maturities  generally  exceeding one year; and 3) money market  instruments  and
other debt securities with maturities  generally not exceeding  thirteen months.
Not more than 75% of this  Portfolio's  net assets may be  invested in stocks or
other equity investments. Generally, 25% - 50% of the Portfolio's net assets are
invested in bonds.

We automatically reinvest all dividends and capital gains distributions from the
Portfolios in shares of the distributing Portfolio at their net asset value. The
income  and  realized  and  unrealized  gains or  losses  on the  assets of each
Subaccount  are separate and are credited to or charged  against the  particular
Subaccount  without regard to income,  gains or losses from any other Subaccount
or from any other part of our  business.  We will use the net Purchase  Payments
you allocate to a Subaccount to purchase shares in the  corresponding  Portfolio
and will redeem shares in the  Portfolios to meet Contract  obligations  or make
adjustments  in reserves.  The Portfolios are required to redeem their shares at
net asset value and to make payment within seven days.

Certain of the Portfolios sell their shares to separate accounts underlying both
variable life insurance and variable annuity  contracts.  It is conceivable that
in the  future  it may be  unfavorable  for  variable  life  insurance  separate
accounts and variable annuity separate accounts to invest in the same Portfolio.
Although  neither  we nor any of the  Portfolios  currently  foresees  any  such
disadvantages  either to variable life  insurance or variable  annuity  contract
owners,  each Portfolio's  Board of Directors intends to monitor events in order
to identify any material  conflicts  between  variable life and variable annuity
contract  owners  and to  determine  what  action,  if any,  should  be taken in
response  thereto.  If a Board  of  Directors  were to  conclude  that  separate
investment  funds should be established  for variable life and variable  annuity
separate accounts, Lincoln Benefit will bear the attendant expenses.

Voting Rights.  As a general matter,  you do not have a direct right to vote the
shares of the  Portfolios  held by the  Subaccounts  to which you have allocated
your Contract  Value.  Under current law,  however,  you are entitled to give us
instructions on how to vote those shares on certain matters.  We will notify you
when your instructions are needed. We will also provide proxy materials or other
information  to  assist  you in  understanding  the  matter  at  issue.  We will
determine the number of shares for which you may give voting  instructions as of
the record date set by the relevant  Portfolio  for the  shareholder  meeting at
which the vote will occur.

As a general rule,  before the Annuity Date, you are the person entitled to give
voting  instructions.  After  the  Annuity  Date,  the  payee  is  that  person.
Retirement  plans,  however,  may  have  different  rules  for  voting  by  plan
participants.

If you send us written voting instructions,  we will follow your instructions in
voting the Portfolio shares attributable to your Contract. If you do not send us
written  instructions,  we will vote the shares attributable to your Contract in
the  same  proportions  as we  vote  the  shares  for  which  we  have  received
instructions from other Contract Owners. We will vote shares that we hold in the
same  proportions as we vote the shares for which we have received  instructions
from other Contract Owners.

We may,  when  required by state  insurance  regulatory  authorities,  disregard
Contract Owner 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 one or more of the  Portfolios  or to  approve  or  disapprove  an
investment advisory contract for one or more of the Portfolios.

   
In addition,  we may disregard voting instructions in favor of changes initiated
by Contract Owners in the investment objectives or the investment adviser of the
Portfolios  if we  reasonably  disapprove  of  the  proposed  change.  We  would
disapprove a proposed  change only if the  proposed  change is contrary to state
law or prohibited by state regulatory authorities or we reasonably conclude that
the proposed  change would not be consistent  with the investment  objectives of
the  Portfolio or would result in the purchase of  securities  for the Portfolio
which vary from the general  quality and nature of  investments  and  investment
techniques utilized by the Portfolio.  If we disregard voting  instructions,  we
will  include a summary of that  action and our  reasons  for that action in the
next semi-annual financial report to you.
    

This  description  reflects  our view of  currently  applicable  law. If the law
changes or our  interpretation  of the law  changes,  we may decide  that we are
permitted to vote the Portfolio shares without  obtaining  instructions from our
Contract Owners, and we may choose to do so.

Substitution of Securities. If the shares of any of the Portfolios are no longer
available for  investment by the Separate  Account or if, in the judgment of our
Board of Directors, further investment in the shares of a Portfolio is no longer
appropriate  in view of the purposes of the  Contract,  we may add or substitute
shares  of  another  Portfolio  or  mutual  fund for  Portfolio  shares  already
purchased  or to be  purchased  in the  future by  Purchase  Payments  under the
Contract.  Any  substitution of securities will comply with the  requirements of
the 1940 Act.

We also reserve the right to make the following  changes in the operation of the
Separate Account and the Subaccounts:

(a)  to operate the Separate Accounts in any form permitted by law;

(b)  to take any action  necessary to comply with  applicable  law or obtain and
     continue any exemption from applicable laws;

(c)  to transfer asserts from one Subaccount to another,  or from any subaccount
     to our general account;

(d)  to add, combine, or remove Subaccounts in the Separate Account; and

(e)  to change the way in which we assess charges,  as long as the total charges
     do not exceed the amount  currently  charged the  Separate  Account and the
     Portfolios in connection with the Contracts.

If we take any of these actions,  we will comply with the then applicable  legal
requirements.

THE FIXED ACCOUNT.  THE PORTION OF THE CONTRACT RELATING TO THE FIXED ACCOUNT IS
NOT  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 AND THE FIXED ACCOUNT IS NOT
REGISTERED AS AN INVESTMENT  COMPANY UNDER THE  INVESTMENT  COMPANY ACT OF 1940.
ACCORDINGLY,  NEITHER THE FIXED  ACCOUNT NOR ANY  INTERESTS IN THE FIXED ACCOUNT
ARE SUBJEcT TO THE PROVISIONS OR  RESTRICTIONS  OF THE 1933 ACT OR THE 1940 ACT,
AND THE  DISCLOSURE  REGARDING  THE FIXED  ACCOUNT HAS NOT BEEN  REVIEWED BY THE
STAFF OF THE SEC. THE STATEMENTS  ABOUT THE FIXED ACCOUNT IN THIS PROSPECTUS MAY
BE SUBJECT TO GENERALLY  APPLICABLE  PROVISIONS OF THE FEDERAL  SECURITIES  LAWS
REGARDING ACCURACY AND COMPLETENESS.

You may allocate part or all of your  Purchase  Payments to the Fixed Account in
states where it is available. Amounts allocated to the Fixed Account become part
of the general  assets of Lincoln  Benefit.  Allstate Life invests the assets of
the general account in accordance with applicable laws governing the investments
of insurance company general accounts.

We will credit interest to amounts allocated to the Fixed Account.  We guarantee
that the interest  rate credited to the Fixed Account will be at least an annual
effective  rate of 3%. We may credit  interest at a higher rate,  but we are not
obligated  to do so.  You assume the risk that  interest  credited  to the Fixed
Account may be no higher than 3%.

Transfers  from the Fixed  Account are subject to the  limitations  described on
pages [15-16] above. Also, as described on page [16] above, we may delay payment
of partial  withdrawals  or Surrender  Value from the Fixed  Account for up to 6
months.

ANNUITY BENEFITS

   
Annuity Date. On your  application you may select the Annuity Date, which is the
date on which annuity payments are to begin. The Annuity Date must always be the
business day on or immediately  following the tenth day of a calendar  month. We
may require you to pick an Annuity Date at least two years after the Issue Date,
unless the law requires us to permit you to pick an earlier date.
    

The  Annuity  Date may be no later than the Latest  Annuity  Date.  As a general
rule, the Latest  Annuity Date is the later of the 10th Contract  Anniversary or
the 10th day of the month  following  the  Annuitant's  90th  birthday.  If your
Contract  was  issued  pursuant  to a  Qualified  Plan,  however,  the Tax  Code
generally  requires you to begin to take at least a minimum  distribution by the
later of:

- -    the year of your separation from service; or

- -    April 1 of the  calendar  year  following  the  calendar  year in which you
     attain age 70 1/2.

If your Contract is issued pursuant to Section 408 of the Tax Code  (traditional
IRAs),  you must begin taking minimum  distributions  by April 1 of the calendar
year  following  the  calendar  year in which you reach age 70 1/2.  No  minimum
distributions  are  required by the Tax Code for  Contracts  issued  pursuant to
Section 408A (Roth IRAs).

If you are in a Qualified  Plan,  we may require  you to  annuitize  by the date
required  by the Tax Code,  unless you show us that you are  meeting the minimum
distribution requirements in some other way.

If you do not select an Annuity Date, the Latest Annuity Date will automatically
become the Annuity Date. You may change the Annuity Date by writing to us at the
address given on the first page of the prospectus.

Deferment of Payments.  We may defer for up to 15 days the payment of any amount
attributable to a Purchase  Payment made by check to allow the check  reasonable
time to clear. We may defer making Fixed Annuity  payments for a period of up to
six months or whatever  shorter time state law may require.  During the deferral
period, we credit interest at a rate at least as high as state law requires.

Annuity Options.  You may elect an Annuity Option at any time before the Annuity
Date.  If you do not  select an  Annuity  Option,  we will pay  monthly  annuity
payments in accordance with the applicable  default option.  The default Options
are:

- -    Option B with 10 years (120 months) guaranteed, if you have designated only
     one Annuitant; and

- -    Option C, if you have designated joint Annuitants.

You may freely change your choice of Annuity Option,  as long as you request the
change at least seven days before the Annuity  Date.  Annuity  payments  will be
made in monthly, quarterly, semi-annual or annual installments as you select. If
the  amount  available  to apply  under an Annuity  Option is less than  $5,000,
however,  and  state  law  permits,  we may pay you a lump  sum  instead  of the
periodic  payments you have chosen.  In addition,  if the first annuity  payment
would be less than $50, and state law permits us, we may reduce the frequency of
payments so that the initial payment will be at least $50.

   
You may not withdraw  Contract Value during the annuity period, if we are making
payments to you under any Annuity Option involving payment to the Payee for life
or any  combination of payments for life and minimum  guaranteed  payment period
for a predetermined number of years.
    

The following four Annuity  Options are generally  available under the Contract.
Each is available in the form of:

- -        a Fixed Annuity;
- -        a Variable Annuity; or
- -        a combination of both Fixed and Variable Annuity.

OPTION A, LIFE ANNUITY.  Periodic payments are made during the Annuitant's life,
starting  with the Annuity  Date.  No payments  will be made after the Annuitant
dies.  It is  possible  for the payee to  receive  only one  payment  under this
option, if the Annuitant dies before the second payment is due.

OPTION B, LIFE  ANNUITY WITH  PAYMENTS  GUARANTEED  FOR 5 TO 20 YEaRS.  Periodic
payments are made starting on the Annuity Date.  Payments will continue at least
as long as the Annuitant lives.  Under this option,  before the Annuity Date you
select a guaranteed  payment period or, if you do not select a guarantee period,
payments are guaranteed for 120 months.  If the Annuitant dies before all of the
guaranteed  payments  have  been  made,  we will  pay the  remaining  guaranteed
payments to the Beneficiary.

OPTION C, JOINT AND FULL SURVIVOR  ANNUITY.  Periodic payments are made starting
with the Annuity Date. Payments will continue as long as either the Annuitant or
the joint Annuitant is alive. Payments will stop when both the Annuitant and the
joint  Annuitant  have died.  It is possible  for the payee or payees under this
option to receive only one  payment,  if both  Annuitants  die before the second
payment is due.

   
OPTION D, PAYMENTS FOR A SPECIFIED PERIOD CERTAIN, 5 YEARS TO 25 YEARS. Periodic
payments are made starting on the Annuity Date,  and continue for the period you
have chosen.  If the Annuitant dies before all of the  guaranteed  payments have
been made, we will pay the remaining guaranteed payments to the Beneficiary.  If
you elect this option and request Variable Annuity payments,  at any time before
the period  expires you may request a lump sum payment,  subject to a Withdrawal
Charge.  We will  charge a  Withdrawal  Charge on any  portion  of your lump sum
payment attributable to Purchase Payments made within the prior seven years. The
amount of the  Withdrawal  Charge will be determined as described in "Withdrawal
Charges on pages [ ] below. If you elected Variable Annuity  Payments,  the lump
sum payment after Withdrawal Charge will depend on:

- -    the investment results of the Subaccounts you have selected,

- -    the Contract Value at the time you elected annuitization,

- -    and the cumulative value of the annuity payments you have received.

No lump sum payment is available if you request Fixed Annuity payments.
    

Fixed Account Contract Value will be applied to provide a Fixed Annuity. You may
want to plan ahead and transfer amounts to the  Subaccounts,  if you do not wish
to apply that Contract Value to a Fixed Annuity.  If you purchased your Contract
under a  retirement  plan,  you may have a more  limited  selection  of  Annuity
Options to choose from.  You should  consult your Plan  documents to see what is
available.

Annuity payments begin on the Annuity Date. We make subsequent  annuity payments
on the tenth of the month or, if the NYSE is closed on that day, the next day on
which the NYSE is open for business.

You may not "annuitize"  your Contract for a lump sum payment.  Instead,  before
the Annuity Date you may surrender your Contract for a lump sum. As described in
pages [32-34] below,  however, we will subtract any applicable Withdrawal Charge
from your surrender proceeds.

Other  Options.  We may have other  Annuity  Options  available.  You may obtain
information about them by writing or calling us.

If your Contract is issued under Sections 401,  403(b),  408, or 408A of the Tax
Code, we will only make payments to you and/or your spouse.

Death Benefit During Annuity  Period.  After annuity  payments  begin,  upon the
death of the  Annuitant  and any Joint  Annuitant,  we will  make any  remaining
annuity  payments  to the  Beneficiary.  The amount and number of these  annuity
payments  will  depend  on the  Annuity  Option  in  effect  at the  time of the
Annuitant's death. For example,  Options B and D require us to make payments for
a guaranteed  period,  even if the Annuitant dies before the end of that period.
On the  other  hand,  under  Options A and C, we are not  obligated  to make any
additional  annuity  payments once all of the  Annuitants  have died.  After the
Annuitant's  death,  any  remaining  interest  will be  distributed  at least as
rapidly as under the method of distribution in effect at the Annuitant's  death.
In our  discretion,  we may permit the  Beneficiary  to accelerate the remaining
payments at a discounted rate reflecting the time value of money.

Variable  Annuity  Payments.  One basic  objective of the Contract is to provide
Variable  Annuity  payments  which will to some degree respond to changes in the
economic  environment.  The amount of your Variable Annuity payments will depend
upon the investment  results of the Subaccounts  you have selected,  any premium
taxes,  the age and sex of the  Annuitant,  and the Annuity  Option  chosen.  We
guarantee  that  the  Payments  will not be  affected  by (1)  actual  mortality
experience and (2) the amount of our administration expenses.

We cannot  predict the total  amount of your  Variable  Payments.  The  Variable
Payments  may be more or less than your  total  Purchase  Payments  because  (a)
Variable Payments vary with the investment results of the underlying Portfolios;
(b) you bear the  investment  risk with respect to all amounts  allocated to the
Separate  Account;  and (c)  Annuitants  may die  before  their  actuarial  life
expectancy is achieved.

The length of any guaranteed  payment period under your selected  Annuity Option
will affect the dollar  amounts of each  Variable  Payment.  As a general  rule,
longer  guarantee  periods result in lower periodic  payments,  all other things
being equal.  For example,  if a life Annuity Option with no minimum  guaranteed
payment  period is chosen,  the Variable  Payments will be greater than Variable
Payments under an Annuity Option for a minimum  specified  period and guaranteed
thereafter for life.

The  investment  results of the  Subaccounts  to which you have  allocated  your
Contract  Value  will also  affect  the  amount  of your  periodic  payment.  In
calculating  the amount of the  periodic  payments in the annuity  tables in the
Contract,  we assumed  an annual  investment  rate of 3 1/2%.  If the actual net
investment  return is less than the  assumed  investment  rate,  then the dollar
amount of the Variable Payments will decrease. The dollar amount of the Variable
Payments  will  stay  level if the net  investment  return  equals  the  assumed
investment rate and the dollar amount of the Variable  Payments will increase if
the net investment return exceeds the assumed investment rate.

Fixed  Annuity  Payments.  You may choose to apply a portion of your  Annuitized
Value to provide Fixed Annuity payments.  We determine the Fixed Annuity payment
amount by applying the  applicable  Annuitized  Value to the Annuity  Option you
have  selected.  As a general rule,  subsequent  Fixed Annuity  payments will be
equal in amount  to the  initial  payment.  We may defer  making  Fixed  Annuity
payments for a period of up to six months or whatever shorter time state law may
require.  During the deferral  period,  we credit interest at a rate at least as
high as state law requires.

Certain  Employee Benefit Plans. In some states,  the Contracts  offered by this
prospectus  contain  life  annuity  tables that  provide for  different  benefit
payments  to men and  women  of the  same  age.  In  certain  employment-related
situations,  however,  the U.S.  Supreme Court's  decision in ARIZONA  GOVERNING
COMMITTEE V. NORRIS requires employers to use annuity tables that do not vary on
the basis of sex. Accordingly,  if the Contract is to be used in connection with
an employment-related  retirement or benefit plan we offer unisex annuity tables
in your state.  You should consult with legal counsel as to whether the purchase
of a Contract is appropriate under NORRIS.

OTHER CONTRACT BENEFITS

Death Benefit.  We will pay the Death Benefit, if:

(1)      the Contract is in force;

(2)      annuity payments have not begun; and

(3)      either:

          (a)  you die; or

          (b)  if the Contract is owned by a company or other legal entity,  the
               Annuitant dies.

A claim for a Death Benefit must be submitted  before the Annuity Date. To claim
the Death Benefit, the Beneficiary must provide us with "Due Proof of Death." We
will accept the following documentation as Due Proof of Death:

- -    a certified original copy of the Death Certificate;

- -    a certified copy of a court decree as to the finding of death; or

- -    a written  statement  of a medical  doctor who attended the deceased at the
     time of death.

In addition, in our discretion we may accept other types of proof.

If the  Beneficiary is a natural  person,  the  Beneficiary  may choose from the
following alternative ways of receiving the Death Benefit:

- -    the Beneficiary may receive the Death Benefit as a lump sum payment;

- -    the  Beneficiary  may apply the Death  Benefit to receive a series of equal
     periodic  payments  over the life of the  Beneficiary  or a fixed period no
     longer than the  Beneficiary's  life  expectancy.  The payments  must begin
     within one year of your death.

- -    If  there is only  one  Beneficiary,  he or she may  defer  payment  of the
     Contract  Value for up to five years from the date of death.  Any remaining
     funds must be distributed at the end of the five-year  period. An Annuitant
     is  necessary  for  this  option.  If  prior  to your  death  you  were the
     Annuitant, the Beneficiary will become the new Annuitant.

In addition, if your spouse is the Beneficiary, he or she may choose to continue
the  Contract  as the new  Contract  Owner.  If prior to your death you were the
Annuitant, your surviving spouse becomes the new Annuitant. The surviving spouse
may also select one of the options listed above.

If the  Beneficiary  is a  company,  trust,  or  other  legal  entity,  then the
Beneficiary must receive the Death Benefit in a lump sum, and the options listed
above are not available.

Different  rules may apply to  Contracts  issued in  connection  with  Qualified
Plans.

We  determine  the  Death  Benefit  as of the  date of  settlement.  The date of
settlement  is the date on which we  receive  all  necessary  forms and proof of
claim.  The Death  Benefit  is the  greater  of 1) the  "floor  value" or 2) the
Contract  Value  less any  premium  tax.  During  the first  seven  years of the
Contract,  the floor value is equal to your total  Purchase  Payments less prior
withdrawals, all accumulated at 4% per year before the Contract Anniversary next
following  your 75th  birthday  and at 0% per year  thereafter.  If the Contract
Value  exceeds the floor value on the seventh  Contract  Anniversary,  the floor
value  will be raised to the level of the  Contract  Value  and,  in  subsequent
years,  the floor value will be calculated using the "stepped up" value in place
of the actual Purchase Payments and withdrawals  during the first seven Contract
years.

Beneficiary.  You  name  the  Beneficiary.  You may  name a  Beneficiary  in the
application.  You may change the Beneficiary or add additional  Beneficiaries at
any time before the Annuity  Date. We will provide a form to be signed and filed
with us.

Your changes in  Beneficiary  take effect when we receive them,  effective as of
the date you signed the form. Until we receive your change instructions,  we are
entitled to rely on your most recent instructions in our files. Accordingly,  we
are not  liable  for  making a payment  to a  Beneficiary  shown in our files or
treating  that  person  in  any  other  respect  as  the  Beneficiary,  even  if
instructions  that  we  subsequently  receive  from  you  seek  to  change  your
Beneficiaries  effective  as of a date  before we made the  payment  or took the
action in question.

If you did not name a  Beneficiary  or if the  named  Beneficiary  is no  longer
living, the Beneficiary will be:

- -    your  spouse  if he or she is still  alive;  or,  if he or she is no longer
     alive,

- -    your surviving children equally; or if you have no surviving children,

- -    your estate.

If you name more than one  Beneficiary,  we will divide the Death  Benefit among
your Beneficiaries  according to your most recent written  instructions.  If you
have not given us written  instructions,  we will pay the Death Benefit in equal
shares to the  Beneficiaries.  If one of the  Beneficiaries  dies before you, we
will divide the Death Benefit among the surviving Beneficiaries. Different rules
may apply to Contracts issued in connection with Qualified Plans.

Contract  Loans  For  401(a),  401(k),  and  403(b)  Contracts.  Subject  to the
restrictions described below, we will make loans to the Owner of a Contract used
in  connection  with a Tax  Sheltered  Annuity Plan ("TSA  Plan") under  Section
403(b)  of the Tax  Code,  or an Owner of a  Contract  purchased  by a  pension,
profit-sharing,  or other similar plan qualified under Section 401(a) of the Tax
Code (a "401 Plan"),  including a Section  401(k) plan,  where a plan trustee is
the Owner. Loans are not available under Non-qualified  Contracts.  We will only
make loans  after the free look period and before  annuitization.  All loans are
subject to the terms of the Contract, the relevant Plan, and the Tax Code, which
impose restrictions on loans.

We will  not  make a loan to you if the  total  of the  requested  loan and your
unpaid  outstanding  loans  will be  greater  than the  Surrender  Value of your
Contract on the date of the loan. In addition, we will not make a loan to you if
the total of the requested loan and all of the plan participant's Contract loans
under TSA plans and 401 plans is more than the lesser of (a) or (b) where:

(a)  equals  $50,000  minus the excess of the highest  outstanding  loan balance
     during the prior 12 months over the current outstanding loan balance; and

(b)  equals the greater of $10,000 or 1/2 of the Surrender Value.

The minimum loan amount is $1,000.

You may  request a  Contract  loan in  writing.  You alone are  responsible  for
ensuring that your loan and repayments comply with tax requirements.  Loans made
before  the  Annuity  Date are  generally  treated  as  distributions  under the
Contract,  and may be  subject  to  withholding  and tax  penalities  for  early
distributions.  Some of these  requirements  are stated in Section 72 of the Tax
Code and Title 1 of ERISA.  Please seek advice from your plan  administrator  or
tax advisor.

When we make a loan,  we will  transfer an amount  equal to the loan amount from
the Separate  Account and/or the Fixed Account to the Loan Account as collateral
for the loan.  You may select from which  account(s) to transfer the loan value.
If you do not give us  instructions,  we will first transfer to the Loan Account
amounts  from  the  Separate  Account  in  proportion  to  the  assets  in  each
Subaccount.   If  your  loan  amount  is  greater  than  your  interest  in  the
Subaccounts,  we will transfer the remaining required  collateral from the Fixed
Account.  We will not charge a Withdrawal  Charge on the loan or on the transfer
from Separate Account or the Fixed Account.

We will credit interest to the amounts in the Loan Account.  The annual interest
rate  credited  to the Loan  Account  will be the greater of: (a) 3%; or (b) the
loan interest rate minus 2.25%. The value of the amounts in the Loan Account are
not affected by the changes in the value of the Subaccounts.

When you take out a loan,  we will set the loan  interest  rate.  That rate will
apply to your loan until it is repaid. From time to time, we may change the loan
interest rate  applicable to new loans.  We also reserve the right to change the
terms of new loans.

We will subtract the outstanding  Contract loan balance,  including  accrued but
unpaid interest, from:

(1)  the Death Benefit;

(2)  surrender proceeds;

(3)  the amount available for partial withdrawal; and

(4)  the amount applied on the Annuity Date to provide annuity payments.

You usually must repay a Contract loan within five years of the date the loan is
made. Scheduled payments must be level, amortized over the repayment period, and
made at least  quarterly.  We may permit a repayment period of 15 or 30 years if
the loan  proceeds are used to acquire  your  principal  residence.  We may also
permit other repayment periods.

You must mark your loan  repayments  as such.  We will  assume  that any payment
received from you is a Purchase Payment, unless you tell us otherwise.

If you do not make a loan payment when due, we will continue to charge  interest
on your loan. We also will declare the entire loan in default.  We will subtract
the defaulted  loan balance plus accrued  interest from any future  distribution
under the Contract  and keep it in payment of your loan.  Any  defaulted  amount
plus interest will be treated as a  distribution  for tax purposes (as permitted
by law). As a result,  you may be required to pay taxes on the defaulted amount,
incur the early withdrawal tax penalty,  and be subject to mandatory 20% federal
withholding.

If the total loan  balance  exceeds the  Surrender  Value,  we will mail written
notice to your last known  address.  The notice will state the amount  needed to
maintain  the  Contract in force.  If we do not  receive  payment of this amount
within 31 days after we mail this notice, we will terminate your Contract.

We may defer  making any loan for 6 months  after you ask us for a loan,  unless
the loan is to pay a premium to us.

Withdrawals (Redemptions).  Except as explained below, you may redeem a Contract
for all or a portion of its  Contract  Value  before the  Annuity  Date.  We may
impose a  Withdrawal  Charge,  which  would  reduce the amount  paid to you upon
redemption.  The  Withdrawal  Charges are described on pages [32-34]  below.  In
general,  you must withdraw at least $250 at a time, unless you make withdrawals
through our systematic withdrawal program. You may also withdraw a lesser amount
if you are withdrawing your entire interest in a Subaccount.

We may be  required  to  withhold  20% of  withdrawals  and  distributions  from
Contracts  issued in connection  with certain  Qualified  Plans, as described on
pages [38-39]  below.  Withdrawals  also may be subject to a 10% penalty tax, as
described in pages [39-40] below.

To  make a  withdrawal,  you  must  send  us a  written  withdrawal  request  or
systematic withdrawal program enrollment form. You may obtain the required forms
from  us at the  address  and  phone  number  given  on the  first  page of this
prospectus.  For partial  withdrawals,  you may  allocate  the amount  among the
Subaccounts and the Fixed Account. Otherwise, we will allocate the amount of the
partial withdrawal  proportionately among the Subaccounts and the Fixed Account.
We will not honor your request  unless the required  form includes your Tax I.D.
Number  (e.g.,  Social  Security  Number) and  provides  instructions  regarding
withholding of income taxes.

If you request a total withdrawal,  you must send us your Contract. We determine
the Surrender Value based on the Contract Value next computed after we receive a
properly completed  surrender  request.  We will usually pay the Surrender Value
within seven days after the day we receive a completed request Form. However, we
may suspend the right of withdrawal  from the Separate  Account or delay payment
for withdrawals for more than seven days in the following circumstances:

(1)  whenever  the New York  Stock  Exchange  ("NYSE")  is  closed  (other  than
     customary weekend and holiday closings);

(2)  when  trading  on  the  NYSE  is  restricted  or an  emergency  exists,  as
     determined  by  the  SEC,  so  that  disposal  of  the  Separate  Account's
     investments or determination of Accumulation  Unit Values is not reasonably
     practicable; or

(3)  at any other time permitted by the SEC for your protection. In addition, we
     may delay payment of the  Surrender  Value in the Fixed Account for up to 6
     months or a shorter period if required by law.

In addition,  we may delay payment of the  Surrender  Value in the Fixed Account
for up to six months or a shorter period if required by law. If we delay payment
from the Fixed  Account for more than 30 days,  we will pay interest as required
by applicable law.

You may withdraw amounts attributable to contributions made pursuant to a salary
reduction agreement (in accordance with Section 403(b)(11) of the Tax Code) only
in the following circumstances:

(1)  when you attain age 59 1/2;

(2)  when you terminate your employment with the plan sponsor;

(3)  upon your death;

(4)  upon your disability as defined in Section 72(m)(7) of the Tax Code; or

(5)  in the case of hardship.

If you seek a hardship withdrawal, you may only withdraw amounts attributable to
your Purchase Payments; you may not withdraw any earnings.  These limitations on
withdrawals apply to:

(1)  salary reduction contributions made after December 31, 1988;

(2)  income attributable to such contributions; and

(3)  income attributable to amounts held as of December 31, 1988.

The limitations on withdrawals do not affect transfers between certain Qualified
Plans.  Additional  restrictions and limitations may apply to distributions from
any Qualified  Plan.  Tax  penalties may also apply.  You should seek tax advice
regarding any withdrawals or distributions from Qualified Plans.

Substantially  Equal Periodic  Payments.  In general,  earnings on annuities are
taxable as ordinary income upon withdrawal. As described in pages [35-40] below,
a 10% tax  penalty  is imposed on certain  "premature"  payments  under  annuity
contracts. The tax penalty applies to any payment received before age 59 1/2, to
the extent it is includable  in income and is not subject to an  exception.  The
Tax  Reform  Act of 1986  clarified  an  exception  to this  tax  penalty.  This
exception is known as "substantially equal periodic payments."

Generally,  under this  exception  you may take  "substantially  equal  periodic
payments" before age 59 1/2 without incurring the tax penalty.  These "payments"
are withdrawals,  as opposed to an  annuitization of the Contract.  Accordingly,
you  may  need  to  pay a  Withdrawal  Charge  on  the  amounts  withdrawn.  The
circumstances in which Withdrawal Charges are due are described in pages [32-34]
below.

To  qualify  for  this   exception,   the  payments   must  meet  the  following
requirements:

1)   The  payments  must  continue  to the  later  of age 59 1/2 or for five (5)
     years.

2)   Payments must be established  under one of the approved methods detailed by
     the IRS in IRS Notice 89-25.

3)   You must have separated from service,  if you purchased your Contract under
     a qualified retirement plan or tax sheltered annuity.

If you  modify  the  payment  stream in any way,  except  for reason of death or
disability,  you will lose the  exception.  Modification  includes  changing the
amount or timing of the payments,  or making additional  Purchase Payments.  Any
subsequent  periodic  payment  will be subject  to the  penalty  tax,  unless it
qualifies  for  a  different  exception.   In  addition,  in  the  year  of  the
modification,  you may incur  additional tax penalties  (plus interest) that you
would have been  required to pay on the earlier  payments if this  exception had
not applied.

Systematic  Withdrawal Program. If your Contract was issued in connection with a
Non-Qualified  Plan or IRA, you may  participate  in our  Systematic  Withdrawal
Program.  You must  complete  an  enrollment  form  and send it to us.  You must
complete the  withholding  election  section of the  enrollment  form before the
systematic  withdrawals will begin. You may choose withdrawal payments of a flat
dollar  amount,  earnings,  or a  percentage  of Purchase  Payments.  Systematic
withdrawals  are  treated  the  same as  partial  withdrawals  for  purposes  of
determining if a Withdrawal Charge applies. You may choose to receive systematic
withdrawal payments on a monthly, quarterly, semi-annual, or annual basis.

Depending  on  fluctuations  in the net asset value of the  Subaccounts  and the
value of the Fixed Account,  systematic  withdrawals  may reduce or even exhaust
the Contract Value. The minimum amount of each systematic withdrawal is $50.

We will make systematic  withdrawal payments to you or your designated payee. We
may modify or suspend the Systematic  Withdrawal Program and charge a processing
fee for the service. If we modify or suspend the Systematic  Withdrawal Program,
existing systematic withdrawal payments will not be affected.

ERISA  Plans.  A married  Participant  may need  spousal  consent  to  receive a
distribution  from a Contract  issued in connection  with a Qualified  Plan or a
Non-Qualified  Plan  covered  by to Title 1 of  ERISA.  You  should  consult  an
adviser.

Minimum  Contract  Value.  If as a result of withdrawals  your Contract Value is
less than $250 and you have not made any Purchase  Payments  during the previous
three full calendar  years,  we may terminate  your Contract and  distribute its
Surrender Value to you.  Before we do this, we will give you 60 days notice.  We
will not terminate your Contract on this ground if the Contract Value has fallen
below $250 due to either a decline in Accumulation  Unit Value or the imposition
of fees and  charges.  In  addition,  in some  states  we are not  permitted  to
terminate  Contracts  on this  ground.  Different  rules may apply to  Contracts
issued in connection with Qualified Plans.

CONTRACT CHARGES

We assess charges under the Contract in three ways:

(1)  as deductions from Contract Value for contract  administrative charges and,
     if applicable, for premium taxes;

(2)  as charges  against the assets of the Separate  Account for  administrative
     expenses or for the assumption of mortality and expense risks; and

(3)  as Withdrawal Charges  (contingent  deferred sales charges) subtracted from
     withdrawal and surrender payments.

In addition,  certain  deductions are made from the assets of the Portfolios for
investment management fees and expenses.  Those fees and expenses are summarized
in the Fee Tables on page 6, and described  more fully in the  Prospectuses  and
Statements of Additional Information for the Portfolios.

Mortality and Expense Risk Charge

We deduct a Mortality and Expense Risk Charge from each  Subaccount  during each
Valuation  Period.  The Mortality and Expense Risk Charge is equal, on an annual
basis, to 1.25% of the average net asset value of each Subaccount. Approximately
0.85% is for mortality risks and  approximately  0.40% is for expense risks. The
mortality risks arise from our contractual obligations:

(1)  to make  annuity  payments  after  the  Annuity  Date  for the  life of the
     Annuitant(s);

(2)  to waive the Withdrawal Charge upon your death; and

(3)  to  provide  the  Death  Benefit  prior to the  Annuity  Date.  A  detailed
     explanation of the Death Benefit may be found on page [  ].

The expense risk is that it may cost us more to administer the Contracts and the
Separate Account than we receive from the Contract Administration Charge and the
Administrative  Expense  Charge.  We  guarantee  the Expense  Risk Charge and we
cannot  increase it. We assess the Mortality and Expense Risk Charge during both
the Accumulation Period and the Annuity Period.

Administrative Charges

Contract Administration Charge

We charge an annual Contract  Administration Charge of $25 on your Contract. The
amount of this charge is guaranteed not to increase.  This charge  reimburses us
for our expenses  incurred in maintaining your Contract.  We assess the Contract
Administration  Charge on each  Contract  Anniversary  on or before the  Annuity
Date. If you surrender your  Contract,  we will deduct the full $25 charge as of
the date of surrender. We will stop charging this charge after annuitization.

To obtain  payment of this  charge,  on a pro rata basis we will  allocate  this
charge among the  Subaccounts  and the Fixed Account to which you have allocated
your Contract Value, and redeem  Accumulation  Units and reduce your interest in
the Fixed Account accordingly.

We will waive the Contract  Administration Charge if on any Contract Anniversary
your Contract Value is at least $75,000.

Administrative Expense Charge

We deduct an  Administrative  Expense  Charge from each  Subaccount  during each
Valuation  Period.  This charge is equal,  on an annual  basis,  to 0.15% of the
average net asset value of the Subaccount. This charge is designed to compensate
us for the cost of  administering  the Contracts and the Separate  Account.  The
Administrative  Expense Charge is assessed during both the  Accumulation  Period
and the Annuity Period.

Transfer Fee

We currently are not charging the Transfer Fee. The Contract,  however,  permits
us to charge a Transfer Fee of $25 on the second and each subsequent transaction
in each calendar month in which  transfer(s) are effected between  Subaccount(s)
and/or the Fixed Account. We will notify you if we begin to charge this fee.

The  Transfer  Fee will be  deducted  from  Contract  Value  that  remain in the
Subaccount(s)  or Fixed Account from which the transfer was made. If that amount
is  insufficient  to pay the  Transfer  Fee,  we will  deduct  the fee  from the
transferred amount.


<PAGE>




Sales Charges

Withdrawal Charge

We may charge a Withdrawal Charge,  which is a contingent deferred sales charge,
upon certain withdrawals.

As a general  rule,  the  Withdrawal  Charge  equals a  percentage  of  Purchase
Payments withdrawn that are: (a) less than seven years old; and (b) not eligible
for a free withdrawal.  The applicable  percentage depends on how many years ago
you made the Purchase Payment being withdrawn, as shown in this chart:

                      WITHDRAWAL CHARGE TABLE
              Contribution           Withdrawal Charge
                  Year                      Percentage
                  -----                     ----------
      First and Second                          7%
      Third                                     6%
      Fourth                                    5%
      Fifth                                     4%
      Sixth                                     3%
      Seventh                                   2%
      Eighth and later                          0%



<PAGE>




We subtract the Withdrawal  Charge from the Contract Value  remaining after your
withdrawal.  As a result,  the decrease in your  Contract  Value will be greater
than the withdrawal amount requested and paid.

For purposes of determining the Withdrawal  Charge, the Contract Value is deemed
to be withdrawn in the following order:

FIRST.  Earnings-- the current  Contract Value minus all Purchase  Payments that
have not previously been withdrawn;

SECOND.  "Old Purchase  Payments" - Purchase  Payments  received by us more than
seven  years  before  the date of  withdrawal  that  have  not  been  previously
withdrawn;

THIRD.  Any additional  amounts  available as a "Free  Withdrawal," as described
below;

FOURTH.  "New Purchase  Payments" - Purchase  Payments  received by us less than
seven  years  before the date of  withdrawal.  These  Payments  are deemed to be
withdrawn on a first-in, first-out basis.

   
No Withdrawal Charge is applied in the following situations:

(1)  on  annuitization,  unless you choose  payment  over a fixed period of less
     than 5 years;

(2)  the payment of a death benefit;

(3)  a free withdrawal amount, as described on page [34] below;

(4)  certain  withdrawals  for Contracts  issued under 403(b) plans or 401 plans
     under our prototype as described on pages [35-36] below; and

(5)  withdrawals taken to satisfy IRS minimum  distribution  rules that apply to
     this Contract, exclusive of any other Contracts held by you

(6)  withdrawal  under  Contracts  issued to employees  of Lincoln  Benefit Life
     Company or its affiliates to their spouses or minor children.

We will never  waive or  eliminate  a  Withdrawal  Charge  where such  waiver or
elimination  would  be  unfairly  discriminatory  to any  person  or where it is
prohibited by state law.
    

We use the amounts obtained from the Withdrawal  Charge to pay sales commissions
and other  promotional or  distribution  expenses  associated with marketing the
Contracts.  To the extent  that the  Withdrawal  Charge does not cover all sales
commissions and other  promotional or distribution  expenses,  we may use any of
our  corporate  assets,  including  potential  profit  which may arise  from the
Mortality and Expense Risk Charge or any other  charges of fee described  above,
to make up any difference.

Withdrawals  may also be  subject to tax  penalties  or income  tax.  Additional
restrictions  may apply to Contracts held in Qualified Plans. We outline the tax
requirements  applicable  to  withdrawals  in pages  [36-40]  below.  You should
consult your own tax counsel or other tax advisers regarding any withdrawals.

Free Withdrawal

Withdrawals of the following amounts are never subject to the Withdrawal Charge:

(1)  In any Contract Year, the greater of: (a) earnings that have not previously
     been withdrawn; or (b) 15 percent of New Purchase Payments; and

(2)  Any Old Purchase Payments that have not been previously withdrawn.

However, even if you do not owe a Withdrawal Charge on a particular  withdrawal,
you may still owe taxes or penalty taxes. Free withdrawals may be subject to tax
and tax penalties.

In some states,  free  withdrawals  of 15% of the New Purchase  Payments are not
permitted by law. In those states, the free withdrawal percentage will be 10% of
New Purchase Payments.

Confinement Waiver Benefit

In some states we offer a Confinement  Waiver  Benefit.  Under this benefit,  we
will waive the Withdrawal  Charge on all withdrawals  under your Contract if the
following conditions are satisfied:

(1)  The Annuitant is confined to a Long Term Care Facility or a Hospital for at
     least 60  consecutive  days.  The  Annuitant  must enter the Long Term Care
     Facility or Hospital after the Issue Date;

(2)  You request the  withdrawal no later than 90 days  following the end of the
     Annuitant's  stay at the Long  Term Care  Facility  or  Hospital.  You must
     provide written proof of the stay with your withdrawal request; and

(3)  If the waiver  request is based on a stay in a Long Term Care  Facility,  a
     physician  must have  prescribed  the stay and the stay  must be  medically
     necessary.

You may not claim the Confinement Waiver Benefit if:

(1)  The Long Term Care Facility where the Annuitant stayed is owned or operated
     by you or a member of your immediate family; or

(2)  The Physician prescribing the Annuitant's stay in a Long Term Care Facility
     is you or a member of your immediate family.

LONG TERM CARE FACILITY means a facility located in the United States of America
which is licensed  by the  jurisdiction  where it is located  and  operated as a
Custodial Care Facility or other facility which provides an equivalent  level of
care and services.

CUSTODIAL CARE FACILITY means a facility which:

(1)  Provides custodial care under the supervision of a Registered Nurse; and

(2)  Can accommodate three or more persons at their expense.

HOSPITAL means a facility which:

(1)  Is licensed and operated as a hospital;

(2)  Is supervised by a staff of licensed physicians;

(3)  Provides  continuous  nursing  service  24  hours  a day  by or  under  the
     supervision of a Registered Nurse;

(4)  Operates primarily for the care and treatment of sick or injured persons as
     inpatients for a charge; and

(5)  Has medical, diagnostic and major surgical facilities or has access to such
     facilities.

MEDICALLY  NECESSARY means  confinement,  care or treatment which is appropriate
and  consistent  with the  diagnosis in accordance  with  accepted  standards of
practice,  and which could not have been omitted without adversely affecting the
Annuitant's condition.

PHYSICIAN  means a  licensed  medical  doctor  (M.D.)  or a  licensed  doctor of
osteopathy (D.O.) operating within the scope of his or her license.

REGISTERED NURSE means a registered graduate professional nurse (R.N.).

IMMEDIATE FAMILY means the insured's spouse,  children,  parents,  grandparents,
grandchildren, siblings, or corresponding in-laws.

Some Qualified  Plans may not permit you to utilize this benefit.  Also, even if
you do not need to pay our Withdrawal Charge because of this benefit,  you still
may be  required  to pay taxes or tax  penalties  on the amount  withdrawn.  You
should  consult your tax adviser to determine the effect of a withdrawal on your
taxes.

Waiver of Withdrawal Charge for Certain Qualified Plan Withdrawals

For Contracts issued under a Section 403(b) plan or a Section 40l plan under our
prototype, we will waive the Withdrawal Charge when:

(1)  the Annuitant  becomes disabled (as defined in Section 72(m)(7)) of the Tax
     Code;

(2)  the Annuitant  reaches age 59 1/2 and at least 5 Contract Years have passed
     since the Contract was issued;

(3)  at least 15 Contract Years have passed since the Contract was issued.

Our prototype is a Section 401 Defined  Contribution  Qualified Retirement plan.
This plan may be established as a Money Purchase plan, a Profit Sharing plan, or
a paired plan (Money Purchase and Profit Sharing).

Premium Taxes

We will charge  premium taxes or other state or local taxes against the Contract
Value,  including  Contract  Value that  consists  of amounts  transferred  from
existing  policies  (Section  1035  exchange)  issued  by us or other  insurance
companies.  Some states assess  premium  taxes when Purchase  Payments are made;
others assess  premium  taxes when annuity  payments  begin.  We will deduct any
applicable premium taxes upon full surrender,  death, or annuitization.  Premium
taxes generally range from 0% to 3.5%.

Deduction for Separate Account Income Taxes

We are not currently maintaining a provision for taxes. In the future,  however,
we may establish a provision for taxes if we determine,  in our sole discretion,
that we will incur a tax as a result of the  operation of the Separate  Account.
We will  deduct  for any  taxes we incur as a  result  of the  operation  of the
Separate  Account,  whether or not we previously  made a provision for taxes and
whether  or not it was  sufficient.  Our  status  under the Tax Code is  briefly
described on page [38] below.

Other Expenses

You indirectly bear the charges and expenses of the Portfolios  whose shares are
held by the Subaccounts to which you allocate your Contract Value. For a summary
of current estimates of those charges and expenses, see page [9] above. For more
detailed  information  about those  charges and  expenses,  please  refer to the
prospectuses for the appropriate  Portfolios.  We may receive  compensation from
the investment  advisers or  administrators of the Portfolios in connection with
administrative  service and cost savings  experienced by the investment advisers
or administrators.

TAX MATTERS

INTRODUCTION

THE  FOLLOWING  DISCUSSION  IS GENERAL AND IS NOT  INTENDED AS TAX ADVICE.  ONLY
FEDERAL  INCOME TAX ISSUES ARE  ADDRESSED.  LINCOLN  BENEFIT  MAKES NO GUARANTEE
REGARDING THE TAX TREATMENT OF ANY CONTRACT OR TRANSACTION INVOLVING A CONTRACT.
Federal,  state,  local and other tax  consequences  of  ownership or receipt of
distributions under an annuity contract depend on your individual circumstances.
If  you  are  concerned   about  any  tax   consequences   of  your   individual
circumstances, you should consult a competent tax adviser.

TAXATION OF ANNUITIES IN GENERAL

TAX DEFERRAL.  Generally,  you are not taxed on increases in the Contract  Value
until a distribution occurs. This rule applies only where:

(1)  the owner is a natural person,

(2)  the  investments  of the  Separate  Account  are  "adequately  diversified"
     according to Treasury Department regulations, and

(3)  Lincoln Benefit is considered the owner of the Separate  Account assets for
     federal income tax purposes.

Non-natural  Owners.  As a general rule,  annuity contracts owned by non-natural
persons  such as  corporations,  trusts,  or other  entities  are not treated as
annuity contracts for federal income tax purposes.  Any increase in the value of
such  contracts  is taxed as  ordinary  income  received or accrued by the owner
during the taxable year. Please see the Statement of Additional  Information for
a discussion of several  exceptions  to the general rule for contracts  owned by
non-natural persons.

Diversification  Requirements.  For a contract  to be treated as an annuity  for
federal income tax purposes,  the  investments  in the Separate  Account must be
"adequately  diversified"  consistent with standards  under Treasury  Department
regulations.  If the  investments  in the  Separate  Account are not  adequately
diversified, the Contract will not be treated as an annuity contract for federal
income tax  purposes.  As a result,  the income on the Contract will be taxed as
ordinary  income  received  or accrued by the owner  during  the  taxable  year.
Although  Lincoln  Benefit does not have control  over the  Portfolios  or their
investments, we expect the Portfolios to meet the diversification requirements.

Ownership Treatment. The IRS has stated that you will be considered the owner of
Separate  Account assets if you possess  incidents of ownership in those assets,
such as the ability to exercise  investment control over the assets. At the time
the diversification  regulations were issued, the Treasury Department  announced
that the regulations do not provide guidance  concerning  circumstances in which
investor control of the Separate Account investments may cause an investor to be
treated as the owner of the  Separate  Account.  The  Treasury  Department  also
stated that future  guidance  would be issued  regarding  the extent that owners
could direct  sub-account  investments  without  being  treated as owners of the
underlying assets of the Separate Account.

Your rights under this contract are different than those described by the IRS in
rulings  in which it found that  contract  owners  were not  owners of  Separate
Account  assets.  For  example,  you have the choice to  allocate  premiums  and
contract values among more investment options. Also, you may be able to transfer
among investment options more frequently than in such rulings. These differences
could result in you being treated as the owner of the Separate Account.  If this
occurs,  income and gain from the Separate Account assets would be includible in
your gross  income.  Lincoln  Benefit does not know what  standards  will be set
forth in any regulations or rulings which the Treasury  Department may issue. It
is possible that future  standards  announced by the Treasury  Department  could
adversely  affect the tax  treatment of your  contract.  We reserve the right to
modify the Contract as necessary to attempt to prevent you from being considered
the federal tax owner of the assets of the Separate Account. However, we make no
guarantee that such modification to the Contract will be successful.

Taxation of Partial and Full Withdrawals. If you make a partial withdrawal under
a  non-qualified  Contract,  amounts  received  are  taxable  to the  extent the
Contract Value,  without regard to surrender charges,  exceeds the investment in
the Contract.  The  investment in the Contract is the gross premium paid for the
Contract minus any amounts previously received from the Contract if such amounts
were properly excluded from your gross income. If you make a partial  withdrawal
under a qualified Contract, the portion of the payment that bears the same ratio
to the total payment that the  investment in the contract  (i.e.,  nondeductible
IRA  contributions,  after tax  contributions  to qualified  plans) bears to the
contract  value,  is excluded  from your income.  If you make a full  withdrawal
under a non-qualified Contract or a qualified Contract, the amount received will
be taxable only to the extent it exceeds the investment in the contract.

"Nonqualified   distributions"   from  Roth  IRAs  are   treated  as  made  from
contributions  first and are  included  in gross  income only to the extent that
distributions exceed contributions. "Qualified distributions" from Roth IRAs are
not included in gross income.  "Qualified  distributions"  are any distributions
made  more  than  five  taxable  years  after  the  taxable  year  of the  first
contribution to any Roth IRA and which are:

- -    made on or after the date the individual attains age 59 1/2,

- -    made to a beneficiary after the owner's death,

- -    attributable to the owner being disabled,

- -    or for a first time home purchase (first time home purchases are subject to
     a lifetime limit of $10,000).

If you transfer a nonqualified Contract without full and adequate  consideration
to a person  other  than  your  spouse  (or to a  former  spouse  incident  to a
divorce), you will be taxed on the difference between the Contract Value and the
investment in the Contract at the time of transfer. Except for certain qualified
Contracts, any amount you receive as a loan under a Contract, and any assignment
or pledge (or agreement to assign or pledge) of the Contract Value is treated as
a withdrawal of such amount or portion.

Taxation of Annuity Payments. Generally, the rule for income taxation of annuity
payments  received from a nonqualified  Contract provides for the return of your
investment in the Contract in equal  tax-free  amounts over the payment  period.
The balance of each payment received is taxable. For fixed annuity payments, the
amount  excluded  from income is determined  by  multiplying  the payment by the
ratio of the  investment  in the Contract  (adjusted  for any refund  feature or
period certain) to the total expected value of annuity  payments for the term of
the Contract.  If you elect variable annuity payments,  the amount excluded from
taxable  income is determined by dividing the  investment in the Contract by the
total number of expected  payments.  The annuity  payments will be fully taxable
after the total amount of the investment in the Contract is excluded using these
ratios.  If you die, and annuity  payments  cease before the total amount of the
investment in the contract is recovered,  the unrecovered amount will be allowed
as a deduction for your last taxable year.

Taxation of Annuity Death Benefits. Death of an owner, or death of the annuitant
if the Contract is owned by a non-natural  person,  will cause a distribution of
Death Benefits from a Contract.  Generally,  such amounts are included in income
as follows:

(1)  if distributed in a lump sum, the amounts are taxed in the same manner as a
     full withdrawal, or

(2)  if distributed  under an annuity option,  the amounts are taxed in the same
     manner as an annuity payment.

Unlike some other  assets,  a holder's  basis for an annuity is not increased or
decreased to the fair market value of the Contract on the date of death.  Please
see the Statement of Additional  Information  for more detail on distribution at
death requirements.

Penalty Tax on Premature Distributions. A 10% penalty tax applies to the taxable
amount of any premature  distribution from a nonqualified  Contract. The penalty
tax generally  applies to any distribution made prior to the date you attain age
59 1/2. However, no penalty tax is incurred on distributions:

(1)  made on or after the date the owner attains age 59 1/2;

(2)  made as a result of the owner's death or disability;

(3)  made in substantially equal periodic payments over the owner's life or life
     expectancy,

(4)  made under an immediate  annuity;  or

(5)  attributable to investment in the contract before August 14, 1982.

You should consult a competent tax advisor to determine if any other  exceptions
to the  penalty  apply  to your  situation.  Similar  exceptions  may  apply  to
distributions from qualified Contracts.

Aggregation of Annuity Contracts.  All non-qualified  deferred annuity contracts
issued by Lincoln  Benefit  (or its  affiliates)  to the same  owner  during any
calendar  year will be  aggregated  and  treated  as one  annuity  contract  for
purposes of determining the taxable amount of a distribution.

Tax Qualified Contracts

Contracts may be used as investments with certain Qualified Plans such as:

- -    Individual Retirement Annuities or Accounts (IRAs) under Section 408 of the
     Code;

- -    Roth IRAs under Section 408A of the Code;

- -    Simplified Employee Pension Plans under Section 408(k) of the Code;

- -    Savings  Incentive  Match Plans for Employees  (SIMPLE) Plans under Section
     408(p) of the Code;
 
- -    Tax Sheltered Annuities under Section 403(b) of the Code;
 
- -    Corporate and Self Employed Pension and Profit Sharing Plans; and

- -    State  and  Local   Government   and   Tax-Exempt   Organization   Deferred
     Compensation Plans.

In the case of certain  Qualified  Plans,  the terms of the plans may govern the
right to benefits, regardless of the terms of the Contract.

Restrictions Under Section 403(b) Plans. Section 403(b) of the Tax Code provides
tax-deferred  retirement  savings plans for employees of certain  non-profit and
educational organizations.  Under Section 403(b), any Contract used for a 403(b)
plan  must  provide  that   distributions   attributable  to  salary   reduction
contributions  made  after  12/31/88,  and  all  earnings  on  salary  reduction
contributions, may be made only on or after the date the employee:

- -    attains age 59 1/2,

- -    separates from service,

- -    dies,

- -    becomes disabled, or

- -    on account of hardship (earnings on salary reduction  contributions may not
     be distributed on the account of hardship).

These  limitations do not apply to withdrawals where Lincoln Benefit is directed
to transfer some or all of the Contract Value to another 403(b) plan.

Income Tax Withholding

Lincoln  Benefit is required to withhold  federal income tax at a rate of 20% on
all  "eligible  rollover  distributions"  unless  you  elect  to make a  "direct
rollover" of such amounts to another  qualified plan or IRA.  Eligible  rollover
distributions  generally  include all  distributions  from qualified  Contracts,
excluding IRAs, with the exception of:

(1)  required minimum distributions, or

(2)  a series of substantially  equal periodic payments made over a period of at
     least 10 years, or,

(3)  over the life (joint lives) of the participant (and beneficiary).

Lincoln  Benefit may be required to withhold  federal and state  income taxes on
any distributions from either  non-qualified or qualified Contracts that are not
eligible  rollover  distributions  unless you notify us of your  election to not
have taxes withheld.

DESCRIPTION OF LINCOLN BENEFIT LIFE COMPANY AND THE SEPARATE ACCOUNT

Lincoln Benefit Life Company

Lincoln  Benefit is a stock life insurance  company  organized under the laws of
the state of Nebraska in 1938. Our legal domicile and principal business address
is 206 South 13th Street, Lincoln,  Nebraska.  Lincoln Benefit is a wholly-owned
subsidiary of Allstate Life Insurance  Company  ("Allstate  Life"), a stock life
insurance company incorporated under the laws of the State of Illinois. Allstate
Life is a wholly-owned subsidiary of Allstate Insurance Company ("Allstate"),  a
stock  property-liability  insurance  company  incorporated  under  the  laws of
Illinois.  All  outstanding  capital  stock of Allstate is owned by The Allstate
Corporation.

   
We are authorized to conduct life insurance and annuity business in the District
of Columbia,  Guam,  U.S. Virgin Islands and all states except New York. We will
market  the  Contract  everywhere  we conduct  variable  annuity  business.  The
Contracts  offered by this prospectus are issued by us and will be funded in the
Separate Account and/or the Fixed Account.

Under our reinsurance  agreement with Allstate Life,  substantially all contract
related  transactions are transferred to Allstate Life.  Through our reinsurance
agreement  with  Allstate  Life,  substantially  all of the assets  backing  our
reinsured  liabilities are owned by Allstate Life.  Accordingly,  the results of
operations with respect to applications received and contracts issued by Lincoln
Benefit are not reflected in our consolidated financial statements.  The amounts
reflected in our consolidated financial statements relate only to the investment
of those assets of Lincoln  Benefit that are not  transferred  to Allstate  Life
under the reinsurance agreement.  These assets represent our general account and
are  invested  and managed by Allstate  Life.  While the  reinsurance  agreement
provides us with  financial  backing from  Allstate  Life,  it does not create a
direct contractual relationship between Allstate Life and you.

Under the  Company's  reinsurance  agreements  with Allstate  Life,  the Company
reinsures  all  reserve  liabilities  with  Allstate  Life  except for  variable
contracts.  The Company's  variable  Contract assets and liabilities are held in
legally-segregated,  unitized Separate Accounts and are retained by the Company.
However,  the transactions  related to such variable contracts such as premiums,
expenses and benefits are transferred to Allstate Life.
    

Lincoln  Benefit is highly rated by independent  agencies,  including A.M. Best,
Moody's,  and  Standard & Poor's.  These  ratings  are based on our  reinsurance
agreement  with  Allstate  Life,  and  reflect  financial  soundness  and strong
operating  performance.  The ratings are not  intended to reflect the  financial
strength or investment  experience of the Separate Account.  We may from time to
time advertise these ratings in our sales literature.

Separate Account

Lincoln  Benefit Life Variable  Annuity  Account was  originally  established in
1992, as a segregated  asset account of Lincoln  Benefit.  The Separate  Account
meets the definition of a "separate  account" under the federal  securities laws
and is registered with the SEC as a unit  investment  trust under the Investment
Company Act of 1940.  The SEC does not supervise the  management of the Separate
Account or Lincoln Benefit.

We own the assets of the Separate  Account,  but we hold them  separate from our
other assets.  To the extent that these assets are  attributable to the Contract
Value  of the  Contracts  offered  by  this  prospectus,  these  assets  are not
chargeable  with  liabilities  arising out of any other business we may conduct.
Income, gains, and losses, whether or not realized, from assets allocated to the
Separate Account are credited to or charged against the Separate Account without
regard to our other income,  gains, or losses. Our obligations arising under the
Contracts are general corporate obligations of Lincoln Benefit.

The Separate Account is divided into Subaccounts.  The assets of each Subaccount
are invested in the shares of one of the  Portfolios.  We do not  guarantee  the
investment   performance  of  the  Separate  Account,  its  Subaccounts  or  the
Portfolios.  Values allocated to the Separate Account and the amount of Variable
Annuity  payments will rise and fall with the values of shares of the Portfolios
and are also reduced by Contract  charges.  We may also use the Separate Account
to fund our other annuity contracts. We will account separately for each type of
annuity contract funded by the Separate Account.

We have  included  additional  information  about the  Separate  Account  in the
Statement of Additional  Information.  You may obtain a copy of the Statement of
Additional Information by writing to us or calling us at 1-800-865-5237. We have
reproduced  the Table of Contents of the Statement of Additional  Information on
page [43] below.

State Regulation of Lincoln Benefit

We are subject to the laws of Nebraska and regulated by the Nebraska  Department
of  Insurance.  Every year we file an annual  statement  with the  Department of
Insurance  covering  our  operations  for the  previous  year and our  financial
condition  as of the  end of the  year.  We are  inspected  periodically  by the
Department of Insurance to verify our contract liabilities and reserves. We also
are   examined   periodically   by  the   National   Association   of  Insurance
Commissioners.  Our books and records are subject to review by the Department of
Insurance at all times.  We are also subject to  regulation  under the insurance
laws of every jurisdiction in which we operate.

Year 2000

We are heavily  dependent  upon complex  computer  systems for all phases of its
operations,  including customer service, and policy and contract administration.
Since many of our older computer software  programs  recognize only the last two
digits of the year in any date, some software may fail to operate properly in or
after the year 1999, if the software is not reprogrammed or replaced ("Year 2000
Issue"). We believe that many of our suppliers and counterparties also have Year
2000 Issues which could affect us. In 1995,  Allstate  commenced a plan intended
to  mitigate  and/or  prevent  the adverse  effects of Year 2000  Issues.  These
strategies  include  normal  development  and  enhancement  of new and  existing
systems, upgrades to operating systems already covered by maintenance agreements
and modifications to existing systems to make them Year 2000 compliant. The plan
also  includes  actively  working  with our major  external  counterparties  and
suppliers  to assess  their  compliance  efforts and our  exposure  to them.  We
presently  believe that we will resolve the Year 2000 Issue in a timely  manner,
and the  financial  impact  will  not  materially  our  results  of  operations,
liquidity,  or financial  position.  Year 2000 costs are and will be expensed as
incurred.

Financial Statements

The financial  statements for Lincoln  Benefit and the Separate  Account are set
forth in the Statement of Additional Information.

ADMINISTRATION

We have primary  responsibility  for all administration of the Contracts and the
Separate  Account.  Our mailing  address is P.O.  Box 82532,  Lincoln,  Nebraska
68501-2532.

We provide the following  administrative services, among others: issuance of the
Contracts;  maintenance  of Contract Owner  records;  Contract  Owner  services;
calculation of unit values; maintenance of the Separate Account; and preparation
of Contract Owner reports.

We will send you Contract  statements  and  transaction  confirmations  at least
quarterly.  You should notify us promptly in writing of any address change.  You
should  read your  statements  and  confirmations  carefully  and  verify  their
accuracy. You should contact us promptly if you have a question about a periodic
statement. We will investigate all complaints and make any necessary adjustments
retroactively,  but you must notify us of a potential  error within a reasonable
time after the date of the questioned  statement.  If you wait too long, we will
make the  adjustment  as of the date that we  receive  notice  of the  potential
error.

We will also provide you with additional periodic and other reports, information
and prospectuses as may be required by federal securities laws.

DISTRIBUTION OF CONTRACTS

The   Contracts   described   in  this   prospectus   are  sold  by   registered
representatives of broker-dealers who are our licensed insurance agents,  either
individually or through an incorporated  insurance  agency.  Commissions paid to
broker-dealers  may vary, but we estimate that the total commissions paid on all
Contract  sales will not exceed 6% of all Purchase  Payments (on a present value
basis).  From time to time, we may offer additional sales incentives of up to 1%
of Purchase Payments to broker-dealers who maintain certain sales volume levels.
We do not pay  commission on Contract sales to our  employees,  our  affiliate's
employees or their spouses or minor children.

Allstate  Life  Financial  Services  ("ALFS")  located  at  3100  Sanders  Road,
Northbrook,  IL 60062-7154  serves as  distributor  of the  Contracts.  ALFS, an
affiliate of Lincoln  Benefit,  is a wholly owned  subsidiary  of Allstate  Life
Insurance Company.  It is registered as a broker-dealer under the Securities and
Exchange Act of 1934, as amended, and is a member of the National Association of
Securities Dealers, Inc.

   
During 1998, 1997, and 1996.  Lincoln Benefit paid to its former  distributor of
the Contracts,  Lincoln Benefit Financial Services  ("LBFS"),  gross commissions
for the sale of  Contracts  of  approximately  $11,428,184.95,  $7,553,487,  and
$6,729,301,  respectively. Of the gross commissions received, LBFS (as principal
underwriter) retained $242,501.90,  $243,193,  and $263,183,  respectively.  The
amounts not retained by LBFS were paid to other independent  broker/dealers  and
registered representatives of LBFS for distribution of the Contracts.
    

MARKET TIMING AND ASSET ALLOCATION SERVICES

Certain  third  parties  offer market  timing and asset  allocation  services in
connection  with the Contracts.  In certain  situations,  we will honor transfer
instructions  from such third  parties  provided  such  market  timing and asset
allocation   services  comply  with  our  administrative   systems,   rules  and
procedures,  which we may modify at any time.  PLEASE NOTE that fees and charges
assessed for such market timing and asset  allocation  services are separate and
distinct from the Contract fees and charges set forth  herein.  Lincoln  Benefit
neither  recommends  nor  discourages  such market  timing and asset  allocation
services.

LEGAL PROCEEDINGS

There are no pending  legal  proceedings  affecting  the Separate  Account.  The
Company and its  subsidiaries  are engaged in routine  law suits  which,  in our
management's  judgment, are not of material importance to their respective total
assets or material with respect to the Separate Account.

LEGAL MATTERS

All matters of Nebraska law pertaining to the Contract including the validity of
the Contract and our right to issue the Contract  under  Nebraska law, have been
passed upon by Carol S. Watson,  Senior Vice  President  and General  Counsel of
Lincoln Benefit.

Legal matters  relating to the federal  securities  laws in connection  with the
Contracts  described in this prospectus are being passed upon by the law firm of
Jorden Burt Boros Cicchetti  Berenson & Johnson,  1025 Thomas Jefferson  Street,
East Lobby - Suite 400, Washington, D.C. 20007-0805.

REGISTRATION STATEMENT

   
We have filed a registration statement with the SEC, Washington, D.C., under the
Securities Act of 1933 as amended, with respect to the Contracts offered by this
prospectus.  This  prospectus  does not contain all the information set forth in
the  registration  statement and the exhibits filed as part of the  registration
statement.  You should refer to the registration  statement and the exhibits for
further  information  concerning  the Separate  Account,  the  Company,  and the
Contracts.  The descriptions in this prospectus of the Contracts and other legal
instruments  are summaries.  You should refer to those  instruments as filed for
the precise terms of those instruments.  You may read the registration statement
and other reports that we file at the SEC's public reference room in Washington,
D.C. You can request  copies of these  documents  upon payment of a  duplicating
fee, by writing to the SEC.  Please call the SEC at  1-800-SEC-0330  for further
information on the operation of its public  reference  room. Our SEC filings are
also available to the public on the SEC Internet site (http:\\www.sec.gov).
    


<PAGE>



            TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

The Contract......................................................
         Annuity Payments.........................................
         Annuity Unit Value.......................................
         Illustrative Example of Variable  Annuity Payments.......

Additional Federal Income Tax Information.........................
         Introduction ............................................
         Taxation of Lincoln Benefit Life Company ................
         Exceptions to the Non-Natural Owner-Rule ................
         IRS Required Distribution at Death Rules ................
         Qualified Plans .........................................
         Types of Qualified Plans ................................

Separate Account Performance......................................
Experts ..........................................................
Financial Statements..............................................



<PAGE>




<TABLE>
<CAPTION>


                                   APPENDIX A

                            Accumulation Unit Values1
                                                                                  
                                                  Accumulation    Accumulation    Number of Units
                                                  Unit Value       Unit Value      Outstanding at
Fund                                               Beginning         Ending         End of Year       Year
<S>                                                  <C>              <C>                <C>          <C> 
Fidelity VIP Money Market                            11.59            12.05              2,320,956    1998
                                                     11.14            11.59              2,166,046    1997
                                                     10.72            11.14              1,493,297    1996
                                                     10.27            10.72              1,063,044    1995
                                                     10.00            10.27                249,473    1994

Fidelity VIP Growth                                  17.88            24.59              2,486,678    1998
                                                     14.68            17.88              2,119,475    1997
                                                     12.98            14.68              1,822,777    1996
                                                      9.73            12.98              1,028,768    1995
                                                     10.00             9.73                247,556    1994

Fidelity VIP Equity-Income                           19.50            21.46              3,906,757    1998
                                                     15.44            19.50              3,093,518    1997
                                                     13.70            15.44              2,157,454    1996
                                                     10.28            13.70              1,025,219    1995
                                                     10.00            10.28                145,290    1994

Fidelity VIP Overseas                                12.88            14.32              1,489,209    1998
                                                     11.71            12.88              1,104,305    1997
                                                     10.49            11.71                944,146    1996
                                                      9.70            10.49                599,989    1995
                                                     10.00             9.70                166,871    1994


                                      A-1
<PAGE>


VIP II Fidelity Asset Manager                        14.10            16.00              1,315,223    1998
                                                     11.85            14.10              1,110,906    1997
                                                     10.49            11.85                921,269    1996
                                                      9.09            10.49                593,918    1995
                                                     10.00             9.09                226,936    1994

Fidelity VIP II Contrafund*                          13.64            17.49              2,198,114    1998
                                                     11.15            13.64              1,395,072    1997
                                                     10.00            11.15                497,571    1996

Fidelity VIP II Index 500**                          10.00            12.02              1,052,148    1998

Scudder Bond                                         11.79            12.39                461,863    1998
                                                     10.96            11.79                345,499    1997
                                                     10.81            10.96                203,879    1996
                                                      9.27            10.81                134,527    1995
                                                     10.00             9.27                  4,615    1994

Scudder Balanced                                     16.01            19.44                895,255    1998
                                                     13.07            16.01                625,526    1997
                                                     11.85            13.07                460,749    1996
                                                      9.48            11.85                209,087    1995
                                                     10.00             9.48                 55,482    1994

Janus Flexible Income                                13.97            15.03                708,089    1998
                                                     12.67            13.97                406,324    1997
                                                     11.77            12.67                280,447    1996
                                                      9.64            11.77                145,173    1995
                                                     10.00             9.64                  9,271    1994

Janus Balanced                                       16.43            21.69              1,570,637    1998
                                                     13.65            16.43                983,350    1997
                                                     11.91            13.65                608,590    1996
                                                      9.68            11.91                204,556    1995
                                                     10.00             9.68                 54,218    1994

Janus Growth                                         17.87            23.91              2,335,027    1998
                                                     14.77            17.87              1,816,216    1997
                                                     12.64            14.77              1,200,179    1996
                                                      9.85            12.64                529,026    1995
                                                     10.00             9.85                 91,020    1994

Janus Aggressive Growth                              17.25            22.83              1,444,800    1998
                                                     15.52            17.25              1,279,192    1997
                                                     14.58            15.52              1,010,157    1996
                                                     11.60            14.58                545,594    1995
                                                     10.000           11.60                 78,193    1994

Janus Worldwide Growth                               18.62            23.67              3,269,577    1998
                                                     15.46            18.62              2,680,262    1997
                                                     12.15            15.46              1,649,612    1996
                                                      9.67            12.15                520,639    1995
                                                     10.00             9.67                109,298    1994

Federated High Income Bond II                        14.27            14.45              1,245,268    1998
                                                     12.72            14.27                809,791    1997
                                                     11.28            12.72                407,045    1996
                                                      9.50            11.28                210,460    1995
                                                     10.00             9.50                 28,352    1994
                                       

                                      A-2
<PAGE>



Federated Utility Fund II                            15.98            17.96                687,133    1998
                                                     12.80            15.98                437,287    1997
                                                     11.64            12.80                315,710    1996
                                                      9.50            11.64                197,013    1995
                                                     10.00             9.50                 44,207    1994

Federated U.S. Gov't. Securities II                  11.88            12.61                582,790    1998
                                                     11.13            11.88                239,114    1997
                                                     10.83            11.13                208,602    1996
                                                     10.10            10.83                106,437    1995
                                                     10.00            10.10                 36,563    1994

IAI Regional                                         17.03            17.06                760,302    1998
                                                     15.23            17.03                843,183    1997
                                                     13.80            15.23                646,379    1996
                                                     10.48            13.80                325,443    1995
                                                     10.00            10.48                 71,368    1994

IAI Reserve                                          11.17            11.61                 42,468    1998
                                                     10.82            11.17                 73,556    1997
                                                     10.46            10.82                 39,968    1996
                                                     10.09            10.46                 67,843    1995
                                                     10.00            10.09                 51,928    1994

IAI Balanced                                         14.39            15.91                177,759    1998
                                                     12.52            14.39                143,880    1997
                                                     11.56            12.52                103,719    1996
                                                     10.09            11.56                 60,190    1995
                                                     10.00            10.09                 18,173    1994

Alger Small Capitalization**                         10.00            11.01                217,169    1998

Alger MidCap Growth**                                10.00            12.17                196,031    1998

Alger Growth**                                       10.00            13.66                392,390    1998

Alger Leveraged AllCap**                             10.00            14.56                106,760    1998

Alger Income and Growth**                            10.00            12.55                333,125    1998
</TABLE>

*   First offered 5/1/96
** First offered 3/1/98

1.   Accumulation  Unit Value:  unit of measure used to calculate the value of a
     Contract  Owner's  interest in a Subaccount  for any Valuation  Period.  An
     Accumulation  Unit Value does not reflect  deduction  of  certsain  charges
     under the Contract that are deducted from your Contract Value,  such as the
     Contract Administration Charge, and Administrative Expense Charge.

2.   The Alger  American  Fund (Small  Capitalization;  MidCap  Growth;  Growth;
     Leveraged  AllCap;  Income & Growth) and the Fidelity  Index 500  portfolio
     were not offered as of December 31, 1997.

A brief  explanation of how  performance of the Subaccounts is calculated may be
found in the Statement of Additional Information.




                                       A-3

<PAGE>



                                   APPENDIX B

                         Portfolios and Performance Data

                                PERFORMANCE DATA

From time to time the Separate  Account may advertise the Fidelity  Money Market
Subaccount's  "yield" and  "effective  yield."  Both yield  figures are based on
historical  earnings and are not intended to indicate  future  performance.  The
"yield" of the Fidelity Money Market  Subaccount refers to the net income earned
by the Subaccount over the seven-day  period stated in the  advertisement.  This
income is then  "annualized."  That is, the amount of income  earned during that
week is assumed to be generated  each week over a 52-week period and is shown as
a percentage of the investment.  The "effective  yield" is calculated  similarly
but,  when  annualized,  the income  earned by the  investment  is assumed to be
reinvested at the end of each seven-day  period.  The "effective  yield" will be
slightly  higher  than the  "yield"  because of the  compounding  effect of this
assumed  reinvestment.  Neither  the yield nor the  effective  yield  takes into
consideration the effect of any capital gains or losses that might have occurred
during the seven day period,  nor do they reflect the impact of premium taxes or
any Withdrawal  Charges.  The impact of other,  recurring  charges on both yield
figures is,  however,  reflected  in them to the same extent it would affect the
yield (or effective yield) for a Contract of average size.

In addition,  the Separate  Account may advertise an  annualized  30-day (or one
month)  yield  figure for  Subaccounts  other  than the  Fidelity  Money  Market
Subaccount.  These yield  figures are based upon the actual  performance  of the
Subaccount over a 30-day (or one month) period ending on a date specified in the
advertisement.  Like the money market yield data described above, the 30-day (or
one month) yield data will reflect the effect of all recurring Contract charges,
but will not reflect any Withdrawal  Charges or premium taxes.  The yield figure
is derived  from net  investment  gain (or loss) over the period  expressed as a
fraction of the investment's value at the end of the period.

The Separate Account may also advertise standardized and non-standardized "total
return" data for its Subaccounts.  Like the yield figures described above, total
return  figures are based on  historical  data and are not  intended to indicate
future  performance.  The  standardized  "total return"  compares the value of a
hypothetical  investment made at the beginning of the period to the value of the
same hypothetical investment at the end of the period. Standardized total return
figures  reflect the  deduction of any  Withdrawal  Charge that would be imposed
upon a complete  redemption of the Contract at the end of the period.  Recurring
Contract charges are reflected in the  standardized  total return figures in the
same manner as they are reflected in the yield data for Contracts funded through
the Money Market Subaccount.

In  addition  to the  standardized  "total  return,"  the  Separate  Account may
advertise  non-standardized  "total  return."  Non-standardized  total return is
calculated in a similar manner and for the same time periods as the standardized
total return except that the Withdrawal Charge is

                                       B-1

<PAGE>




not deducted. Further, we assumed an initial hypothetical investment of $20,000,
because $20,000 is closer to the average Purchase Payment of a Contract which we
expect to write.  Standardized  total  return,  on the other  hand,  assumes  an
initial hypothetical investment of $1,000.

The Separate  Account may also  disclose  yield,  standardized  total return and
non-standardized  total  return for time  periods  before the date the  Separate
Account commenced operations. In this case, performance data for the Subaccounts
is calculated  based on the performance of the Underlying Funds and assumes that
the  Subaccounts  existed during the same time period as those of the Underlying
Funds, with recurring Contract charges equal to those currently assessed against
the Subaccounts.

Our advertisements may also compare the performance of our Subaccounts with: (a)
certain  unmanaged  market  indices,  including  but  the Dow  Jones  Industrial
Average,  the Standard & Poor's 500, and the Shearson Lehman Bond Index;  and/or
(b) other management  investment companies with investment objectives similar to
the underlying  funds being compared.  Our  advertisements  also may include the
performance ranking assigned by various publications,  including the Wall Street
Journal,  Forbes,  Fortune,  Money,  Barron's,  Business  Week,  USA Today,  and
statistical  services,  including Lipper Analytical Services Mutual Fund Survey,
Lipper Annuity and Closed End Survey, the Variable Annuity Research Data Survey,
and SEI.

The  Contract  charges  are  described  in more  detail  on page  [  ].  We have
described  the  computation  of  advertised  performance  data for the  Separate
Account in more detail on page [x] of the Statement of Additional Information.


















                                       B-2

<PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION

         Flexible Premium Individual Deferred Variable Annuity Contracts

                  LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

                     Depositor: LINCOLN BENEFIT LIFE COMPANY

This Statement of Additional  Information  is not a prospectus.  You should also
read the prospectus  relating to the annuity contracts  described above. You may
obtain a copy of the  prospectus  without  charge by contacting us in writing at
the following address:

                          Lincoln Benefit Life Company
                                 P.O. Box 82532
                          Lincoln, Nebraska 68501-2532

                     The date of this Statement of Additional
                  Information and of the related Prospectus is:
                                  May 1, 1999.

                                TABLE OF CONTENTS
                                                                         Page

THE CONTRACT..........................................................

     ANNUITY PAYMENTS.................................................

         ANNUITY UNIT VALUE...........................................

         ILLUSTRATIVE EXAMPLE OF VARIABLE ANNUITY PAYMENTS............

ADDITIONAL FEDERAL INCOME TAX INFORMATION.............................

         INTRODUCTION ................................................

         TAXATION OF LINCOLN BENEFIT LIFE COMPANY ....................

         EXCEPTIONS TO THE NON-NATURAL OWNER RULE ....................

         IRS REQUIRED DISTRIBUTION AT DEATH RULES ....................

         QUALIFIED PLANS .............................................

         TYPES OF QUALIFIED PLANS ....................................


SEPARATE ACCOUNT PERFORMANCE..........................................

EXPERTS ..............................................................

FINANCIAL STATEMENTS..................................................

<PAGE>





                                  THE CONTRACT

Annuity Payments

The amount of your annuity payments will depend on the following factors:

(a)  the amount of your Contract  Value on the Valuation Date next preceding the
     Annuity  Date,  minus  any state  premium  taxes or  applicable  Withdrawal
     Charges;

(b)  the Payment Option you have selected;

(c)  the payment frequency you have selected;

(d)  the  age  and,  in  some  cases,  the sex of the  Annuitant  and any  Joint
     Annuitant; and

(e)  for Variable  Annuity Payments only, the investment  performance  after the
     Annuity Date of the Subaccounts you have selected.

INITIAL MONTHLY ANNUITY PAYMENT

For both Fixed and Variable  Annuity  payments,  we determine the amount of your
initial annuity payment as follows. First, we subtract any state premium tax and
applicable  Withdrawal  Charges from your Contract  Value on the Valuation  Date
next  preceding  the  Annuity  Date.  Next,  we apply that amount to the Payment
Option you have  selected.  We will use either the Payment  Option Tables in the
Contract or our annuity tables in effect for single premium immediate  annuities
at the time of the calculation,  whichever table is more favorable to the payee.
The tables show the amount of the periodic  payment a payee could  receive based
on $1,000 of Contract Value. To determine the initial payment amount,  we divide
your adjusted  Contract  Value by $1,000 and multiply the result by the relevant
annuity factor for the  Annuitant's age and sex (if we are permitted to consider
that factor) and the frequency of the payments you have selected.

In some states and under certain  Qualified  Plans and other  employer-sponsored
employee  benefit plans,  we are not permitted to take the  Annuitant's sex into
consideration in determining the amount of periodic annuity payments.
In those states, we use the same annuity table for men and women.

SUBSEQUENT MONTHLY PAYMENTS

For a Fixed  Annuity,  the  amount of the  second  and each  subsequent  monthly
annuity payment is the same as the first monthly payment.

For a Variable  Annuity,  the amount of the second and each  subsequent  monthly
payment will vary depending on the investment  performance of the Subaccounts to
which you allocated your Contract Value. We calculate  separately the portion of
the monthly annuity payment attributable to each Subaccount you have selected as
follows.  When we calculate your initial annuity payment, we also will determine
the number of Annuity Units in each  Subaccount to allocate to your Contract for
the remainder of the Annuity Period. For each Subaccount,  we divide the portion
of the initial  annuity  payment  attributable to that Subaccount by the Annuity
Unit Value for that  Subaccount on the Valuation Date next preceding the Annuity
Date.  The number of Annuity Units so determined  for your Contract is fixed for
the  duration  of the  Annuity  Period.  We will  determine  the  amount of each
subsequent  monthly  payment  attributable to each Subaccount by multiplying the
number of Annuity Units allocated to your Contract by the Annuity Unit Value for
that Subaccount as of the Valuation  Period next preceding the date on which the
annuity  payment is due. Since the number of Annuity Units is fixed,  the amount
of  each  subsequent  Variable  Annuity  payment  will  reflect  the  investment
performance of the Subaccounts elected by you.

Annuity Unit Value

We determine  the value of an Annuity Unit  independently  for each  Subaccount.
Initially, the Annuity Unit Value for each Subaccount was set at $100.00.

The Annuity Unit Value for each  Subaccount  will vary depending on how much the
actual  net  investment  return  of the  Subaccount  differs  from  the  assumed
investment  rate that was used to prepare  the annuity  tables in the  Contract.
Those annuity  tables are based on a 3.5% per year assumed  investment  rate. If
the actual net  investment  rate of a Subaccount  exceeds 3.5%, the Annuity Unit
Value will increase and Variable  Annuity  payments  derived from allocations to
that Subaccount will increase over time. Conversely,  if the actual rate is less
than 3.5%,  the  Annuity  Unit  Value will  decrease  and the  Variable  Annuity
payments will decrease over time. If the net  investment  rate equals 3.5%,  the
Annuity Unit Value will stay the same, as will the Variable Annuity payments. If
we had used a higher assumed  investment rate, the initial monthly payment would
be higher,  but the actual net  investment  rate would also have to be higher in
order for annuity payments to increase (or not to decrease).

For each  Subaccount,  we  determine  the Annuity  Unit Value for any  Valuation
Period by  multiplying  the  Annuity  Unit Value for the  immediately  preceding
Valuation Period by the Net Investment  Factor for the current Valuation Period.
The result is then divided by a second  factor  which  offsets the effect of the
assumed net investment rate of 3.5% per year.

The  Net  Investment  Factor  measures  the  net  investment  performance  of  a
Subaccount from one Valuation Date to the next. The Net Investment Factor may be
greater or less than or equal to one;  therefore,  the value of an Annuity  Unit
may increase, decrease or remain the same.

To determine the Net Investment  Factor for a Subaccount for a Valuation Period,
we divide (a) by (b), and then subtract (c) from the result, where:

(a)  is the total of:

     (1)  the net  asset  value  of a  Portfolio  share  held in the  Subaccount
          determined  as of  the  Valuation  Date  at the  end of the  Valuation
          Period; plus

     (2)  the per share amount of any dividend or other distribution declared by
          the  Portfolio  for which the  "ex-dividend"  date  occurs  during the
          Valuation Period; plus or minus

     (3)  a per share  credit or charge for any taxes which we paid or for which
          we reserved  during the Valuation  Period and which we determine to be
          attributable to the operation of the  Subaccount.  As described in the
          prospectus,  currently  we do not pay or reserve  for  federal  income
          taxes;

(b)  is  the  net  asset  value  of the  Portfolio  share  determined  as of the
     Valuation Date at the end of the preceding Valuation Period; and

(c)  is the  mortality  and expense risk charge and the  administrative  expense
     risk charge.

ILLUSTRATIVE EXAMPLE OF ANNuITY UNIT VALUE CALCULATION

Assume that one share of a given  Subaccount's  underlying  Portfolio  had a net
asset value of $11.46 as of the close of the New York Stock Exchange ("NYSE") on
a Tuesday;  that its net asset value had been $11.44 at the close of the NYSE on
Monday,  the day before;  and that no dividends or other  distributions  on that
share had been made during the intervening  Valuation Period. The Net Investment
Factor  for the  Valuation  Period  ending  on  Tuesday's  close  of the NYSE is
calculated as follows:

         Net Investment Factor = ($11.46/$11.44) - 0.0000384 = 1.0017099

The amount subtracted from the ratio of the two net asset values  (0.0000384) is
the daily  equivalent  of the annual  asset-based  expense  charges  against the
Subaccount of 1.40%.

In the example  given above,  if the Annuity Unit value for the  Subaccount  was
$101.03523 on Monday, the Annuity Unit Value on Tuesday would have been:

                       $101.03523 x 1.0017099 = $101.19845
                                    1.0000943

Illustrative Example of Variable Annuity Payments

Assume that a male Contract owner, P, owns a Contract in connection with which P
has allocated all of his Contract  Value to a single  Subaccount.  P is also the
sole  Annuitant.  At age 60, P chooses to annuitize his Contract under Option B,
Life and 10 Years  Certain.  As of the last Valuation Date preceding the Annuity
Date, P's Account was credited with 7543.2456  Accumulation  Units each having a
value of  $15.432655.  Accordingly,  P's Account  Value at that Date is equal to
7543.2456 x $15.432655 =  $116,412.31.  There are no premium  taxes payable upon
annuitization  and no Withdrawal  Charges are  applicable.  Assume also that the
Annuity Unit Value for the Subaccount at that same Date is $132.56932,  and that
the Annuity Unit Value on the  Valuation  Date  immediately  prior to the second
annuity payment date is $133.27695.

P's first Variable Annuity payment is determined from the annuity rate tables in
P's Contract,  using the  information  assumed above.  The tables supply monthly
annuity  payments for each $1,000 of applied  Contract Value.  Accordingly,  P's
first  Variable  Annuity  payment  is  determined  by  multiplying  the  monthly
installment of $5.44 by the result of dividing P's Account Value by $1,000:

             First Payment = $5.44 x ($116,412.31/$1,000) = $633.28

The number of P's Annuity Units is also  determined at this time. It is equal to
the  amount of the first  Variable  Annuity  payment  divided by the value of an
Annuity Unit at the Valuation Date immediately prior to annuitization:

                 Annuity Units = $633.28 / $132.56932 = 4.77697

P's second  Variable  Annuity payment is determined by multiplying the number of
Annuity  Units by the Annuity Unit value as of the  Valuation  Date  immediately
prior to the second payment due date:

                 Second Payment = 4.77697 x $133.27695 = $636.66

P's third and  subsequent  Variable  Annuity  payments  are computed in the same
manner.

The amount of the first Variable  Annuity  payment depends on the Contract Value
in the relevant Subaccount on the Annuity Date. Thus, it reflects the investment
performance of the  Subaccount  net of fees and charges during the  Accumulation
Period.  The amount of the first Variable Annuity payment  determines the number
of Annuity Units allocated to P's Contract for the Annuity  Period.  That number
will remain constant throughout the Annuity Period. The amount of the second and
subsequent  Variable  Annuity  payments  depends on changes in the Annuity  Unit
Value, which will continuously reflect changes in the net investment performance
of the Subaccount during the Annuity Period.

                    ADDITIONAL FEDERAL INCOME TAX INFORMATION

Introduction

THE FOLLOWING  DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE.  LINCOLN
BENEFIT  MAKES NO  GUARANTEE  REGARDING  THE TAX  TREATMENT  OF ANY  CONTRACT OR
TRANSACTION  INVOLVING  A  CONTRACT.   Federal,   state,  local  and  other  tax
consequences of ownership or receipt of distributions  under an annuity contract
depend on the  individual  circumstances  of each person.  If you are  concerned
about any tax  consequences  with regard to your individual  circumstances,  you
should consult a competent tax adviser.

Taxation of Lincoln Benefit Life Company

Lincoln Benefit is taxed as a life insurance  company under Part I of Subchapter
L of the Internal  Revenue Code. The Separate  Account is not an entity separate
from  Lincoln  Benefit,  and its  operations  form a part of the  Company.  As a
consequence,  the Separate  Account will not be taxed separately as a "Regulated
Investment  Company"  under  Subchapter  M of the Code.  Investment  income  and
realized  capital  gains of the Separate  Account are  automatically  applied to
increase  reserves under the contract.  Under current  federal tax law,  Lincoln
Benefit believes that the Separate Account  investment  income and capital gains
will not be taxed to the  extent  that such  income  and gains  are  applied  to
increase the reserves under the Contract.  Generally,  reserves are amounts that
Lincoln Benefit is legally  required to accumulate and maintain in order to meet
future obligations under the Contracts. Lincoln Benefit does not anticipate that
it will incur any federal  income tax  liability  attributable  to the  Separate
Account.  Therefore,  we do not intend to make provisions for any such taxes. If
we are taxed on investment income or capital gains of the Separate Account, then
we may impose a charge  against the Separate  Account in order to make provision
for such taxes.

Exceptions to the Non-Natural Owner Rule

Generally,  Contracts  held by a  non-natural  owner are not  treated as annuity
contracts  for federal  income tax  purposes,  unless one of several  exceptions
applies.  Contracts will generally be treated as held by a natural person if the
nominal owner is a trust or other entity that holds the Contract for the benefit
of a natural person.  However, this special exception will not apply in the case
of an employer  who is the  nominal  owner of a Contract  under a  non-qualified
deferred  compensation  arrangement  for  employees.  Other  exceptions  to  the
non-natural owner rule are:

(1)  Contracts acquired by an estate of a decedent by reason of the death of the
     decedent;

(2)  certain qualified Contracts;

(3)  Contracts  purchased by employers upon the termination of certain qualified
     plans;

(4)  certain Contracts used in connection with structured settlement agreements,
     and

(5)  Contracts purchased with a single premium when the annuity starting date is
     no later than a year from date of purchase of the annuity and substantially
     equal periodic payments are made, not less frequently than annually, during
     the annuity period.

IRS Required Distribution at Death Rules

To  qualify  as  an  annuity  contract  for  federal  income  tax  purposes,   a
nonqualified Contract must provide:

(1)  if any owner dies on or after the annuity start date, but before the entire
     interest in the Contract has been  distributed,  the  remaining  portion of
     such interest must be  distributed  at least as rapidly as under the method
     of distribution being used as of the date of the owner's death;

(2)  if any owner dies prior to the annuity start date,  the entire  interest in
     the Contract  must be  distributed  within five years after the date of the
     owner's death.

The five year requirement is satisfied if:

(1)  any  portion of the  owner's  interest  which is  payable  to a  designated
     beneficiary is  distributed  over the life of such  beneficiary  (or over a
     period not extending  beyond the life expectancy of the  beneficiary),  and

(2)  the distributions begin within one year of the owner's death.

If the owner's designated beneficiary is a surviving spouse, the Contract may be
continued  with the  surviving  spouse  as the new  owner.  If the  owner of the
Contract is a  non-natural  person,  the  annuitant  is treated as the owner for
purposes of applying the  distribution at death rules. In addition,  a change in
the  annuitant  on a Contract  owned by a  non-natural  person is treated as the
death of the owner.

Qualified Plans

This Contract may be used with several types of Qualified  Plans.  The tax rules
applicable to participants in Qualified Plans vary according to the type of Plan
and the terms and  conditions  of the Plan.  Qualified  Plan  participants,  and
owners,  annuitants and  beneficiaries  under the Contract may be subject to the
terms  and  conditions  of the  Qualified  Plan  regardless  of the terms of the
Contract.

Types of Qualified Plans

IRAs.  Section 408 of the Code permits eligible  individuals to contribute to an
individual  retirement  plan known as an IRA. IRAs are subject to limitations on
the  amount  that can be  contributed  and on the time  when  distributions  may
commence.  Certain  distributions  from other  types of  qualified  plans may be
"rolled  over" on a  tax-deferred  basis into an IRA. An IRA  generally  may not
provide  life  insurance,  but it may  provide a Death  Benefit  that equals the
greater of the premiums  paid or the  Contract  value.  The Contract  provides a
Death Benefit that in certain situations, may exceed the greater of the payments
or the contract  value.  If the IRS treats the Death  Benefit as  violating  the
prohibition  on investment in life insurance  contracts,  the Contract would not
qualify as an IRA.

Roth IRAs.

Section  408A of the Code permits  eligible  individuals  to make  nondeductible
contributions  to an individual  retirement  plan known as a Roth IRA. Roth IRAs
are subject to  limitations  on the amount that can be  contributed.  In certain
instances,  distributions from Roth IRAs are excluded from gross income. Subject
to certain limits, a traditional Individual Retirement Account or Annuity may be
converted or "rolled over" to a Roth IRA. The taxable portion of a conversion or
rollover  distribution  is included in gross income,  but is exempt from the 10%
penalty tax on premature distributions.

Simplified Employee Pension Plans

Section  408(k) of the Code allows  employers to establish  simplified  employee
pension plans for their employees using the employees' IRAs if certain  criteria
are met.  Under these plans the employer may,  within  limits,  make  deductible
contributions  on  behalf  of  the  employees  to  their  individual  retirement
annuities. Employers intending to use the contract in connection with such plans
should seek competent advice.

Savings Incentive Match Plans for Employees (Simple Plans)

Sections  408(p) and 401(k) of the Tax Code  allow  employers  with 100 or fewer
employees to establish SIMPLE retirement plans for their employees. SIMPLE plans
may be structured as a SIMPLE retirement account using an employee's IRA to hold
the assets,  or as a Section 401(k) qualified cash or deferred  arrangement.  In
general,  a SIMPLE plan  consists  of a salary  deferral  program  for  eligible
employees and matching or nonelective contributions made by employers. Employers
intending  to use the  Contract in  conjunction  with SIMPLE  plans  should seek
competent tax and legal advice.

Tax Sheltered Annuities

Section 403(b) of the Tax Code permits public school  employees and employees of
certain types of tax-exempt organizations (specified in Section 501(c)(3) of the
Code) to have their employers  purchase  Contracts for them.  Subject to certain
limitations,  a Section  403(b) plan allows an employer to exclude the  purchase
payments from the employees'  gross income. A Contract used for a Section 403(b)
plan  must  provide  that   distributions   attributable  to  salary   reduction
contributions  made  after  12/31/88,  and  all  earnings  on  salary  reduction
contributions, may be made only on or after:

- -    the date the employee attains age 59 1/2,

- -    separates from service,

- -    dies,

- -    becomes disabled, or

- -    on the account of hardship (earnings on salary reduction  contributions may
     not be distributed for hardship).

These  limitations do not apply to withdrawals where Lincoln Benefit is directed
to transfer some or all of the Contract Value to another 403(b) plan.

Corporate and Self-Employed Pension and Profit Sharing Plans

Sections  401(a)  and  403(a)  of the Tax Code  permit  corporate  employers  to
establish various types of tax favored  retirement plans for employees.  The Tax
Code permits self-employed individuals to establish tax favored retirement plans
for  themselves  and their  employees.  Such  retirement  plans may  permit  the
purchase of Contracts to provide benefits under the plans.

State and Local  Government and Tax-Exempt  Organization  Deferred  Compensation
Plans

Section 457 of the Code  permits  employees of state and local  governments  and
tax-exempt organizations to defer a portion of their compensation without paying
current income taxes. The employees must be participants in an eligible deferred
compensation  plan.  Employees  with  Contracts  under  the plan are  considered
general creditors of the employer.  The employer, as owner of the Contract,  has
the sole right to the proceeds of the Contract. Generally, under the non-natural
owner rules,  Contracts are not treated as annuity  contracts for federal income
tax  purposes.  Under  these  plans,  contributions  made for the benefit of the
employees will not be included in the employees' gross income until  distributed
from the plan. However,  all compensation  deferred under a 457 plan must remain
the sole  property of the employer.  As property of the employer,  the assets of
the plan are subject  only to the claims of the  employer's  general  creditors,
until such time as the assets become available to the employee or a beneficiary.

                          SEPARATE ACCOUNT PERFORMANCE

Performance  data  for  the  various  Subaccounts  are  computed  in the  manner
described below.

Fidelity Money Market Subaccount

The current  yield is the annual yield on the Fidelity  Money Market  Subaccount
assuming no  reinvestment  of dividends and excluding all realized or unrealized
capital gains.  We compute  current yield by first  determining  the Base Period
Return on a hypothetical  Contract having a balance of one Accumulation  Unit at
the beginning of a 7 day period using the formula:

Base Period Return = (EV-SV)/(SV)

         where:

     SV   = value of one Accumulation Unit at the start of a 7 day period

     EV   = value of one Accumulation Unit at the end of the 7 day period

We determine  the value of the  Accumulation  Unit at the end of the period (EV)
by:

(1)  adding,  to the value of the Unit at the beginning of the period (SV),  the
     investment  income from the  underlying  Variable  Insurance  Products Fund
     Money Market Portfolio attributed to the Unit over the period; and

(2)  subtracting, from the result, the sum of:

     (a)  the   portion  of  the  annual   Mortality   and   Expense   Risk  and
          Administrative Expense Charges allocable to the 7 day period (obtained
          by multiplying the annually-based charges by the fraction 7/365); and

     (b)  a prorated portion of the annual Contract Administration Charge of $25
          per contract.  The Contract  Administration  Charge is allocated among
          the Subaccounts in proportion to the total Contract  Values  similarly
          allocated.  The Charge is further  reduced,  for purposes of the yield
          computation,  by  multiplying  it by the  ratio  that the value of the
          hypothetical Contract bears to the value of an account of average size
          for  Contracts  funded by the Fidelity  Money Market  Subaccount.  The
          Charge  is then  multiplied  by the  fraction  7/365 to  arrive at the
          portion attributable to the 7 day period.

The current yield is then obtained by annualizing the Base Period Return:

                 Current Yield = (Base Period Return) x (365/7)

The Fidelity Money Market Subaccount also quotes an "effective yield". Effective
yield differs from current yield in that effective  yield takes into account the
effect of dividend reinvestment. The effective yield, like the current yield, is
derived from the Base Period Return over a 7 day period.  However, the effective
yield  accounts  for  the  reinvestment  of  dividends  in the  in the  Variable
Insurance  Products Fund Money Market Portfolio by compounding the current yield
according to the formula:

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

Net  investment  income for yield  quotation  purposes  will not include  either
realized capital gains and losses or unrealized  appreciation and  depreciation,
whether  reinvested or not. The yield  quotations also do not reflect any impact
of premium taxes, transfer fees, or Withdrawal Charges.

The  yields  quoted do not  represent  the yield of the  Fidelity  Money  Market
Subaccount  in the future,  because the yield is not fixed.  Actual  yields will
differ depending on the type,  quality and maturities of the investments held by
the  Variable  Insurance  Products  Fund Money Market  Portfolio  and changes in
interest  rates on those  investments.  In  addition,  your  yield  also will be
affected by factors specific to your Contract.  For example,  if your account is
smaller than average, your yield will be lower, because the fixed dollar expense
charges will affect the yield on small  accounts  more than they will affect the
yield on larger accounts.

Yield  information  may be useful in reviewing the  performance  of the Fidelity
Money Market  Subaccount  and for  providing a basis for  comparison  with other
investment  alternatives.  However, the Fidelity Money Market Subaccount's yield
may vary on a daily  basis,  unlike  bank  deposits  or other  investments  that
typically pay a fixed yield for a stated period of time.

Other Subaccounts

We compute the  performance  of the other  Subaccounts in terms of an annualized
"yield" and/or as "total return".

YIELD

Yield will be expressed as an annualized  percentage  based on the  Subaccount's
performance  over a stated 30-day (or one month) period.  The  annualized  yield
figures  will  reflect  all  recurring  Contract  charges  and will not  reflect
Withdrawal  Charges,  transfer  fees or  premium  taxes.  To arrive at the yield
percentage  over  the  30-day  (or  one  month)  period,   the  net  income  per
Accumulation Unit of the Subaccount during the period is divided by the value of
an  Accumulation  Unit as of the end of the  period.  The  yield  figure is then
annualized by assuming  monthly  compounding of the 30-day (or one month) figure
over a six-month period and then doubling the result.

         The formula used in computing the yield figure is:

                        Yield = 2  x ( ((a-b) + 1) 6 - 1)
                                        -----       
                                              cd

         where:

          a    =  net  investment   income  earned  during  the  period  by  the
               underlying  Portfolio  attributable  to its  shares  held  in the
               Subaccount;

          b    = expenses accrued for the period (net of reimbursements);

          c    = average daily number of Accumulation  Units outstanding  during
               the period;  and d = the net asset value of an Accumulation  Unit
               on the last day of the period.

These yield figures reflect all recurring Contract charges,  as described in the
explanation of the yield  computation for the Fidelity Money Market  Subaccount.
Like the Fidelity Money Market Subaccount's yield figures, the yield figures for
the other  Subaccounts are based on past  performance and should not be taken as
predictive of future results.

STANDARDIZED TOTAL RETURN

Standardized  total return for a Subaccount  represents a single computed annual
rate of return that, when compounded annually over a specified time period (one,
five, and ten years, or since  inception) and applied to a hypothetical  initial
investment in a Contract  funded by that Subaccount made at the beginning of the
period,  will produce the same Contract  Value at the end of the period that the
hypothetical   investment  would  have  produced  over  the  same  period.   The
standardized  total  rate of return (T) is  computed  so that it  satisfies  the
following formula:

                  P(1+T)n = ERV
where:

         P =      a hypothetical initial payment of $1,000
         T =      average annual total return
         n =      number of years
       ERV =      ending  redeemable  value of a  hypothetical  $1,000 payment
                  made at the beginning of the one,  five, or ten year period as
                  of the end of the period (or fractional portion thereof).

The standardized  total return figures reflect the effect of both  non-recurring
and recurring  charges,  as discussed  herein.  Recurring charges are taken into
account  in a manner  similar  to that used for the yield  computations  for the
Fidelity Money Market  Subaccount,  described above.  The applicable  Withdrawal
Charge (if any) is deducted  as of the end of the period,  to reflect the effect
of the assumed complete  redemption.  The effect of the Contract  Administration
Charges  on  your  account   usually  will  differ  from  that  assumed  in  the
computation,  due to differences between most actual allocations and the assumed
one, as well as  differences  due to varying  account sizes.  Accordingly,  your
total  return on an  investment  in the  Subaccount  over the same time  periods
usually would have differed from those produced by the computation.  As with the
Fidelity Money Market and other  Subaccount  yield figures,  standardized  total
return  figures  are  based  on  historical  data and are not  intended  to be a
projection of future performance.

NON-STANDARDIZED TOTAL RETURN

Non-standardized  total  return for a Subaccount  represents  a single  computed
annual rate of return  that,  when  compounded  annually  over a specified  time
period  (one,  five,  and ten  years,  or  since  inception)  and  applied  to a
hypothetical  initial investment in a Contract funded by that Subaccount made at
the beginning of the period,  will produce the same Contract Value at the end of
the period that the  hypothetical  investment  would have produced over the same
period.  The total  rate of return  (T) is  computed  so that it  satisfies  the
formula:

                  P(1+T)n = ERV

where:

          P    = a  hypothetical  initial  payment of $20,000 T = average annual
               total return

          n    = number of years

          ERV  = ending redeemable value of a hypothetical  $20,000 payment made
               at the  beginning of the one,  five, or ten year period as of the
               end of the period (or fractional portion thereof).

Our  non-standardized  total return differs standardized total return in that in
calculating  non-standardized  total return, we assumed an initial  hypothetical
investment of $20,000.  We choose  $20,000,  because it is closer to the average
Purchase Payment of a Contract that we expect to write.  For standardized  total
return, we used an initial hypothetical investment of $1,000, as required by SEC
regulations.  The  non-standardized  total return figures  reflect the effect of
recurring  charges,  as  discussed  herein.   Because  the  impact  of  Contract
Administration  Charges on your account will usually differ from that assumed in
the  computation,  due to differences  between most actual  allocations  and the
assumed one, as well as differences  due to varying  account  sizes,  your total
return on an investment  in the  Subaccount  over the same time periods  usually
would  have  differed  from  those  produced  by the  computation.  As with  the
standardized  total return  figures,  non-standardized  total return figures are
based on  historical  data and are not  intended  to be a  projection  of future
performance.

TIME PERIODS BEFORE THE DATE THE SEPARATE ACCOUNT COMMENCED OPERATIONS

The Separate  Account may also  disclose  yield,  standardized  total return and
non-standardized  total  return for time  periods  before the  Separate  Account
commenced  operations.  This performance data is based on the actual performance
of the Portfolios since their  inception,  adjusted to reflect the effect of the
recurring   Contract  charges  at  the  rates  currently   charged  against  the
Subaccounts.

TABLES OF TOTAL RETURN CALCULATIONS

The following  tables include  average annual total return and  non-standardized
total return for various periods as of December 31, 1998.
<TABLE>
<CAPTION>

                     TOTAL RETURN -- AS OF DECEMBER 31, 1998
                          ASSUMING CONTRACT SURRENDERED

                                                                              AVERAGE ANNUAL TOTAL RETURN (4)
                                                                              -------------------------------
                                                                                                      SINCE
                                                   INCEPTION                   5 YEAR     10 YEAR   INCEPTION
                                                    DATE (3)    1 YEAR (%)      (%)         (%)         (%)
                                                   ----------   ---------      -------    --------  ----------
JANUS
   
<S>                                                  <C>         <C>            <C>         <C>           <C>
  Flexible Income.........................           9/13/93      -.03%         N/A         N/A         7.54%
  Balanced ...............................           9/13/93     27.44%         N/A         N/A        16.74%
  Growth (2)..............................           9/13/93     30.81%         N/A         N/A        19.34%
  Aggressive Growth ......................           9/13/93     29.48%         N/A         N/A        17.40%
  Worldwide Growth (2)....................           9/13/93     23.63%         N/A         N/A        19.10%
    
FEDERATED
   
  Utility II (2)..........................           2/11/94      8.18%         N/A         N/A        11.64%
  U.S. Gov't II (2).......................           3/28/94       .17%         N/A         N/A         4.32%
  High Income Bond .......................           3/1/94      -3.53%         N/A         N/A         7.30%
FIDELITY VIP
    
  Money Market (1)........................           4/1/82      N/A            N/A         N/A           N/A
   
  Equity Income (2).......................           10/9/86      7.21%         N/A         N/A        16.67%
  Growth (2)..............................           10/9/86     34.74%         N/A         N/A        19.27%
  Overseas (2)............................           1/28/87      6.46%         N/A         N/A         7.52%
    
FIDELITY VIP II
   
  Asset Manager (2).......................           9/6/89       8.87%         N/A         N/A         9.63%
  Contrafund (2)..........................           1/3/95       23.78%        N/A         N/A        21.85%
  Index 500...............................           8/27/92     N/A            N/A         N/A        16.32%
    
ALGER AMERICAN
   
  Income and Growth.......................           11/15/88    N/A            N/A         N/A        24.81%
  Small Capitalization....................           9/21/88     N/A            N/A         N/A         6.17%
  Growth..................................           1/9/89      N/A            N/A         N/A        37.02%
  MidCap..................................           5/3/93      N/A            N/A         N/A        19.14%
  Leveraged AllCap (2)....................           1/25/95     N/A            N/A         N/A        49.61%
    
SCUDDER
   
  Bond....................................           7/16/85      -.85%         N/A         N/A         3.83%
  Balanced................................           7/16/85     17.50%         N/A         N/A        14.11%
INVESTMENT ADVISERS, INC. (IAI)
  Regional................................           1/31/94     -3.38          N/A         N/A        10.38
  Reserve (2).............................           4/7/94      -2.40          N/A         N/A         2.44
  Balanced (2)............................           2/3/94       5.56          N/A         N/A         8.10
    
</TABLE>

- ------------------------
(1)  An investment in Fidelity Money Market is neither insured nor guaranteed by
     the U.S.  Government  and there can be no  assurance  that  Fidelity  Money
     Market will maintain a stable $1.00 share price.  The Fidelity Money Market
     Fund does not advertise total return.

   
(2)  Total returns reflect the investment  adviser waived all or part of its fee
     or  reimbursed  the  investment  options  for a  portion  of its  expenses.
     Otherwise, total returns would have been lower.

(3)  Some of the  underlying  investment  options were active before  January 2,
     1994, the effective date of the Investor's Select Separate  Account.  Where
     applicable,  performance  includes  hypothetical  performance  for  periods
     before the investment option was available in Investor's  Select,  applying
     contract charges assessed at the Separate Account

(4)  Total return  includes  changes in share price,  reinvestment of dividends,
     and capital gains. The performance  figures: (1) represent past performance
     and neither guarantee nor predict future investment results;  (2) assume an
     initial  hypothetical  investment of $1,000,  as required by the Securities
     and Exchange Commission (SEC); and (3) reflect the deduction of 1.4% annual
     asset charges, a $25 annual contract  maintenance  charge, and a maximum 7%
     contingent   deferred  sales  charge  (declining  after  two  years).   The
     investment  return  and  value  of a  Contract  will  fluctuate  so  that a
     Contract,  when  surrendered,  may be worth more or less than the amount of
     the purchase payments.

N/A -  Performance  data is not  been  available  for all or part of the  period
indicated (see Inception Date). Investment options with a 9/13/93 inception date
or  later  will  not have  meaningful  performance  to  report  for the  periods
indicated.

<TABLE>
<CAPTION>


                     TOTAL RETURN -- AS OF DECEMBER 31, 1998
                        ASSUMING CONTRACT NOT SURRENDERED


                                                                                   AVERAGE ANNUAL TOTAL RETURN (4)
                                                                                   --------------------------------
                                                                                                           SINCE
                                            INCEPTION     MONTHLY     TOTAL RETURN               5 YEAR   INCEPTION
                                              DATE (3)   RETURN (4)%     YDT (4)%    1 YEAR (%)    (%)        (%)
                                            ----------   -----------  ------------   ---------   ------   ---------
JANUS
<S>                                            <C>          <C>         <C>           <C>          <C>        <C>     
  Flexible Income...........................   9/13/93      -1.84       4.84         4.84         8.12       7.60
  Balanced .................................   9/13/93       9.56      30.79        30.79        17.04      16.37
  Growth (2)................................   9/13/93      14.74      33.55        33.55        19.56         18.50
  Aggressive Growth ........................   9/13/93      16.41      32.23        32.23        17.54      17.47
  Worldwide Growth (2)......................   9/13/93       7.88      26.80        26.80        19.45      19.33
FEDERATED
  Utility II (2)............................   2/11/94       3.46      12.22        12.22          N/A      12.07
  U.S. Gov't II (2).........................   3/28/94        .23       6.03         6.03          N/A       5.03
  High Income Bond .........................   3/1/94        -.40       1.14         1.14          N/A       7.87
FIDELITY VIP
  Money Market (1)..........................   4/1/82      N/A        N/A            N/A           N/A        N/A
  Equity Income (2).........................   10/9/86       2.99       9.94         9.94        16.97      12.65
  Growth (2)................................   10/9/86       8.40      37.38        37.38        19.90      15.64
  Overseas (2)..............................   1/28/87       2.06      11.04        11.04         8.04       8.11
FIDELITY VIP II
  Asset Manager (2).........................   9/6/89        3.99      13.31        13.31        10.11      11.43
  Contrafund (2)............................   1/3/95       12.02      28.01        28.01          N/A      26.74
  Index 500.................................   8/27/92       5.74      26.37        26.37        21.85      19.35
ALGER AMERICAN
  Income and Growth.........................   11/15/88      9.74      30.39        30.39        19.92      13.77
  Small Capitalization......................   9/21/88      12.60      13.78        13.78        11.38      16.91
  Growth....................................   1/9/89       11.99      45.83        45.83        22.02      19.60
  MidCap....................................   5/3/93       12.41      28.33        28.33        17.18      20.74
  Leveraged AllCap (2)......................   1/25/95      16.30      55.44        55.44          N/A      38.23
SCUDDER
  Bond......................................   7/16/85       -.13       4.96         4.96         4.50       6.44
  Balanced..................................   7/16/85       6.15      21.32        21.32        14.50      11.03
INVESTMENT ADVISERS, INC. (IAI)
  Regional..................................   1/31/94       4.33        .02          .02          N/A      10.74
  Reserve (2)...............................   4/7/94         .32       3.87         3.87          N/A       3.20
  Balanced (2)..............................   2/3/94        2.77      10.41        10.41          N/A       8.63
- ------------------------
</TABLE>


<TABLE>
<CAPTION>

                                                                               CALENDAR YEAR RETURN (4)
                                                                               ------------------------
                                                              CUMULATIVE (4)      SEC 7-DAY      SEC
                                            INCEPTION         TOTAL RETURN        EFFECTIVE     7-DAY     1995     1996    1997
                                              DATE (3)      SINCE INCEPTION %       YIELD %     YIELD %    (%)      (%)      (%)
                                            ----------     -------------------    ---------   ----------  -----   ------   ------ 
JANUS
<S>                                            <C>               <C>              <C>          <C>        <C>       <C>     <C>  
  Flexible Income........................      9/13/93           47.41                                    21.99     7.54    10.07
  Balanced ..............................      9/13/93          123.24                                    22.90    14.43    20.25
  Growth (2).............................      9/13/93          145.76                                    28.18    16.66    20.89
  Aggressive Growth .....................      9/13/93          134.70                                    25.56     6.32    10.96
  Worldwide Growth (2)...................      9/13/93          155.02                                    25.44    27.09    20.30
FEDERATED
  Utility II (2).........................      2/11/94           74.51                                    22.28     9.88    24.72
  U.S. Gov't II (2)......................      3/28/94           26.29                                     7.11     2.63     6.94
  High Income Bond ......................      3/1/94            44.22                                    18.53    12.58    12.11
FIDELITY VIP
  Money Market (1).......................      4/1/82            N/A                3.38         3.33       N/A     N/A       N/A
  Equity Income (2)......................     10/9/86           328.94                                    33.03    12.55    26.17
  Growth (2).............................     10/9/86           491.17                                    33.32    12.97    21.61
  Overseas (2)...........................     1/28/87           153.53                                     8.02    11.50     9.87
FIDELITY VIP II
  Asset Manager (2)......................     9/6/89            174.09                                    15.18    12.87    18.82
  Contrafund (2).........................     1/3/95            157.50                                      N/A    19.47    22.26
  Index 500..............................     8/27/92           207.11                                    35.11    20.86    30.82
ALGER AMERICAN
  Income and Growth......................     11/15/8           269.30                                    33.09    17.87    34.22
  Small Capitalization....................    9/21/88           398.11                                    42.12     2.61     9.71
  Growth..................................    1/9/89            496.29                                    34.30    11.63    23.84
  MidCap..................................    5/3/93            190.67                                    42.26    10.20    13.27
  Leveraged AllCap (2)....................    1/25/95           257.15                                      N/A    10.34    17.87
SCUDDER
  Bond.....................................   7/16/85           131.69                                    16.39     1.26     7.45
  Balanced.................................   7/16/85           309.12                                    24.75    10.19    22.33
INVESTMENT ADVISERS, INC. (IAI)
  Regional.................................   1/31/94            65.10                                    31.29    10.19    11.73
  Reserve (2)..............................   4/7/94             16.07                                     3.67     3.35     3.04
  Balanced (2).............................   2/3/94             50.11                                    14.42     8.14    14.83
</TABLE>

- ------------------------
(1)  An investment in Fidelity Money Market is neither insured nor guaranteed by
     the U.S.  Government  and there can be no  assurance  that  Fidelity  Money
     Market will maintain a stable $1.00 share price.  The Fidelity Money Market
     Fund does not advertise total return.

(2)  Total returns reflect the investment  adviser waived all or part of its fee
     or  reimbursed  the  investment  options  for a  portion  of its  expenses.
     Otherwise, total returns would have been lower.

(3)  Some of the  underlying  investment  options were active before  January 2,
     1994, the effective date of the Investor's Select Separate  Account.  Where
     applicable,  performance  includes  hypothetical  performance  for  periods
     before the investment option was available in Investor's  Select,  applying
     contract charges assessed at the Separate Account

(4)  Total returns include change in share price, reinvestment of dividends, and
     capital  gains.  An initial  hypothetical  investment of $20,000 is assumed
     since this is closer to the average purchase payment of a contract expected
     to be written  than the $1,000  assumed for SEC required  returns  shown on
     page [ ]. Returns  reflect  deductions  of 1.4% annual asset  charges and a
     $25.00  annual  contract  administration  charge,  but do not  include  the
     applicable  contingent  deferred  sales  charge.  The  impact of the annual
     contract  administration  charge on vestment returns will vary depending on
     the size of the contract.

N/A  Certain  Portfolios  do not have  meaningful  performance  for the  periods
indicated.  In the future, as such data becomes available,  total return will be
calculated as described above.
    



<PAGE>



   
                                     EXPERTS

The financial  statements of Lincoln Benefit Life Variable Annuity Account as of
December  31, 1998,  and for each of the periods  ended  December 31, 1998,  and
December 31, 1997, and consolidated financial statements of Lincoln Benefit Life
Company and  subsidiary  as of December 31,  1998,  and 1997 and for each of the
three years in the period ended December 31, 1998, included in this Statement of
Additonal  Information  have been audited by Deloitte & Touche LLP,  independent
auditors,  as stated in their  reports  appearing  herein,  and are  included in
reliance upon the reports of such firm given upon their  authority as experts in
accounting and auditing.


                              FINANCIAL STATEMENTS

The Company's  consolidated  financial statements and notes thereto are included
in this  Statement of Additional  Information  beginning on page [ ]. You should
consider the Company's financial statements only as bearing on Lincoln Benefit's
ability to meet its  obligations  under the Contract.  They do not relate to the
investment performance of the assets held in the Separate Account.

The financial  statements for the Separate Account included in this Statement of
Additional  Information  reflect assets  attributable to other variable  annuity
contracts offered by Lincoln Benefit through the Separate Account.  In addition,
the financial  statements for the Separate Account reflect  Subaccounts that are
not available under the Contract.
    


<PAGE>

      LINCOLN BENEFIT LIFE VARIABLE
      ANNUITY ACCOUNT


      Statement of Net Assets as of December 31, 1998,  Statement of  Operations
      for the Year Then Ended,  Statements  of Changes in Net Assets for Each of
      the Two Years Ended December 31, 1998 and Independent Auditors' Report

<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE ANNUITY ACCOUNT

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                           Page
Independent Auditors' Report                                                1

Statements of Net Assets as of December 31, 1998 for the following:

   Investments in Alger American Fund Portfolios:                           2
     Growth
     Income and Growth
     Leveraged AllCap
     MidCap Growth
     Small Capitalization
   Investments in Janus Aspen Series Portfolios:
     Flexible Income
     Balanced
     Growth
     Aggressive Growth
     Worldwide Growth
   Investments in IAI Retirement Funds, Inc. Portfolios:
     Regional
     Reserve
     Balanced
   Investments in Fidelity Variable Insurance Products Fund II Portfolios:
     Asset Manager
     Contrafund
     Index 500
   Investments in Fidelity Variable Insurance Products Fund Portfolios:
     Money Market
     Equity-Income
     Growth
     Overseas
   Investments in Federated Insurance Management Series Portfolios:
     High Income Bond Fund II
     Utility Fund II
     U.S. Government Securities Fund II
   Investments in Scudder Variable Life Investment Fund Portfolios:
     Bond
     Balanced
     Growth and Income
     Global Discovery
     International
   Investments in Strong Variable Insurance Funds, Inc. Portfolios:
     Discovery Fund II
     Growth Fund II
   Investment in Strong Opportunity Fund II, Inc. Portfolio:
     Opportunity Fund II

<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE ANNUITY ACCOUNT

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                           Page
   Investment in T. Rowe Price International Series, Inc. Portfolio:
     International Stock
   Investments in T. Rowe Price Equity Series, Inc. Portfolios:
     New America Growth
     Mid-Cap Growth
     Equity Income
   Investments in MFS Variable Insurance Trust Portfolios:
     Growth with Income Series
     Research Series
     Emerging Growth Series
     Total Return Series
     New Discovery Series

Statements of Operations for the following:

For the Period February 17, 1998 to December 31, 1998
   Investments in Alger American Fund Portfolios:                            3
     Growth
     Income and Growth
     Leveraged AllCap
     MidCap Growth
     Small Capitalization

For the Year Ended December 31, 1998
   Investments in Janus Aspen Series Portfolios:                             4
     Flexible Income
     Balanced
     Growth
     Aggressive Growth
     Worldwide Growth
   Investments in IAI Retirement Funds, Inc. Portfolios:                     4
     Regional
     Reserve
     Balanced
   Investments in Fidelity Variable Insurance Products Fund II Portfolios:   5
     Asset Manager
     Contrafund

For the Period February 17, 1998 to December 31, 1998
   Investments in Fidelity Variable Insurance Products Fund II Portfolios:   5
     Index 500

<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE ANNUITY ACCOUNT

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                           Page
For the Year Ended December 31, 1998                                       
   Investments in Fidelity Variable Insurance Products Fund Portfolios:      5
     Money Market
     Equity-Income
     Growth
     Overseas
   Investments in Federated Insurance Management Series Portfolios:          6
     High Income Bond Fund II
     Utility Fund II
     U.S. Government Securities Fund II
   Investments in Scudder Variable Life Investment Fund Portfolios:          6
     Bond
     Balanced

For the Period August 17, 1998 to December 31, 1998
   Investments in Scudder Variable Life Investment Fund Portfolios:          6
     Growth and Income
     Global Discovery
     International
   Investments in Strong Variable Insurance Funds, Inc. Portfolios:          7
     Discovery Fund II
     Growth Fund II
   Investment in Strong Opportunity Fund II, Inc. Portfolio:                 7
     Opportunity Fund II
   Investment in T. Rowe Price International Series, Inc. Portfolio:         7
     International Stock
   Investments in T. Rowe Price Equity Series, Inc. Portfolios:              7
     New America Growth
     Mid-Cap Growth
     Equity Income
   Investments in MFS Variable Insurance Trust Portfolios:                   8
     Growth with Income Series
     Research Series
     Emerging Growth Series
     Total Return Series
     New Discovery Series

<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE ANNUITY ACCOUNT

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
                                                                              
                                                                           Page
Statements of Changes in Net Assets for the following:
                                                                                
For the Period February 17, 1998 to December 31, 1998
   Investments in Alger American Fund Portfolios:                            9
     Growth
     Income and Growth
     Leveraged AllCap
     MidCap Growth
     Small Capitalization

For the Years Ended December 31, 1998 and 1997
   Investments in Janus Aspen Series Portfolios:                          10, 15
     Flexible Income
     Balanced
     Growth
     Aggressive Growth
     Worldwide Growth
   Investments in IAI Retirement Funds, Inc. Portfolios:                  10, 15
     Regional
     Reserve
     Balanced
   Investments in Fidelity Variable Insurance Products 
   Fund II Portfolios:                                                    11, 15
     Asset Manager
     Contrafund

For the Period February 17, 1998 to December 31, 1998                           
   Investment in Fidelity Variable Insurance Products Fund II Portfolios:    11
     Index 500

For the Years Ended December 31, 1998 and 1997
   Investments in Fidelity Variable Insurance Products Fund Portfolios:   11, 16
     Money Market
     Equity-Income
     Growth
     Overseas
   Investments in Federated Insurance Management Series Portfolios:       12, 16
     High Income Bond Fund II
     Utility Fund II
     U.S. Government Securities Fund II
   Investments in Scudder Variable Life Investment Fund Portfolios:       12, 16
     Bond
     Balanced

<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE ANNUITY ACCOUNT

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                           Page
For the Period August 17, 1998 to December 31, 1998                   
   Investments in Scudder Variable Life Investment Fund Portfolios:         12
     Growth and Income
     Global Discovery
     International
   Investments in Strong Variable Insurance Funds, Inc. Portfolios:         13
     Discovery Fund II
     Growth Fund II
   Investment in Strong Opportunity Fund II, Inc. Portfolio:                13
     Opportunity Fund II
   Investment in T. Rowe Price International Series, Inc. Portfolio:        13
     International Stock
   Investments in T. Rowe Price Equity Series, Inc. Portfolios:             13
     New America Growth
     Mid-Cap Growth
     Equity-Income
   Investments in MFS Variable Insurance Trust Portfolios:                  14
     Growth with Income Series
     Research Series
     Emerging Growth Series
     Total Return Series
     New Discovery Series

Notes to Financial Statements                                              17-23

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholder of
Lincoln Benefit Life Company:


We  have  audited  the  accompanying  statement  of net  assets  of  each of the
sub-accounts  ("portfolios" for purposes of this report), listed in the table of
contents,  that  comprise  Lincoln  Benefit Life Variable  Annuity  Account (the
"Account"),  a Separate Account of Lincoln Benefit Life Company, an affiliate of
The Allstate Corporation, as of December 31, 1998, and the related statements of
operations and changes in net assets for the applicable periods indicated in the
table of contents.  These  financial  statements are the  responsibility  of the
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 at December 31, 1998. An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the  financial  position  of the  portfolios,  listed in the table of
contents,  that comprise the Account as of December 31, 1998, and the results of
their  operations  and the  changes in their net assets for each of the  periods
indicated  in the table of  contents,  in  conformity  with  generally  accepted
accounting principles.


/s/Deloitte & Touche, LLP

Chicago, Illinois
March 18, 1999

<PAGE>
LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF NET ASSETS
DECEMBER 31, 1998

 ($ and shares in thousands)

NET ASSETS
Investments in Alger American Fund Portfolios:
  Growth, 120 shares (cost $5,469)                                  $    6,381
  Income & Growth, 376 shares (cost $4,339)                              4,940
  Leveraged AllCap, 55 shares (cost $1,616)                              1,922
  MidCap Growth, 88 shares (cost $2,286)                                 2,553
  Small Capitalization, 59 shares (cost $2,383)                          2,573

Investments in Janus Aspen Series Portfolios:
  Flexible Income, 959 shares (cost $11,299)                            11,563
  Balanced, 1,561 shares (cost $27,099)                                 35,123
  Growth, 2,407 shares (cost $42,978)                                   56,670
  Aggressive Growth, 1,201 shares (cost $23,297)                        33,140
  Worldwide Growth, 2,724 shares (cost $61,611)                         79,243

Investments in IAI Retirement Funds, Inc. Portfolios:
  Regional, 827 shares (cost $12,129)                                   12,970
  Reserve, 49 shares (cost $487)                                           493
  Balanced, 181 shares (cost $2,398)                                     2,828

Investments in Fidelity's Variable Insurance Products Fund II 
Portfolios:
  Asset Manager, 1,172 shares (cost $18,744)                            21,282
  Contrafund, 1,603 shares (cost $31,844)                               39,188
  Index 500, 110 shares (cost $13,863)                                  15,547

Investments in Fidelity's Variable Insurance Products Fund 
Portfolios:
  Money Market, 30,004 shares (cost $30,004)                            30,004
  Equity Income, 3,341 shares (cost $73,093)                            84,938
  Growth, 1,372 shares (cost $46,191)                                   61,574
  Overseas, 1,106 shares (cost $21,155)                                 22,184

Investments in Federated Insurance Management Series Portfolios:
  High Income Bond Fund II, 1,714 shares (cost $18,479)                 18,715
  Utility Fund II, 870 shares (cost $11,409)                            13,281
  U.S. Government Securities Fund II, 723 shares (cost $7,828)           8,070

Investments in Scudder Variable Life Investment Fund Portfolios:
  Bond, 879 shares (cost $5,999)                                         6,044
  Balanced, 1,160 shares (cost $14,413)                                 17,648
  Growth & Income, 17 shares (cost $185)                                   194
  Global Discovery, 3 shares (cost $21)                                     23
  International, 7 shares (cost $103)                                      108

Investments in Strong Variable Insurance Funds, Inc. Portfolios:
  Discovery Fund II, 1 share (cost $15)                                     16
  Growth Fund II, 8 shares (cost $112)                                     132

Investment in Strong Opportunity Fund II, Inc. Portfolio:
  Opportunity Fund II, 1 share (cost $28)                                   30

Investment in T. Rowe Price International Series, Inc. Portfolio:
  International Stock, 7 shares (cost $99)                                 104

Investment in T. Rowe Price Equity Series, Inc. Portfolios:
  New America Growth, 5 shares (cost $99)                                  111
  Mid-Cap Growth, 46 shares (cost $569)                                    654
  Equity Income, 20 shares (cost $383)                                     389

Investments in MFS Variable Insurance Trust Portfolios:
  Growth with Income Series, 16 shares (cost $307)                         331
  Research Series, 7 shares (cost $125)                                    141
  Emerging Growth Series, 5 shares (cost $96)                              106
  Total Return Series, 15 shares (cost $260)                               269
  New Discovery Series, 8 shares (cost $65)                                 79
                                                                    ----------
      Net assets                                                    $  591,561
                                                                    ==========
See notes to financial statements.
                                       2
<PAGE>

<TABLE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF OPERATIONS

         ($ in thousands)

                                                      Alger American Fund Portfolios
                                        -------------------------------------------------------------
                                            For the Period February 17, 1998 to December 31, 1998
                                        -------------------------------------------------------------
                                                     Income &   Leveraged     MidCap       Small
                                          Growth     Growth       AllCap      Growth   Capitalization
                                        ----------  ----------  ----------  ---------- --------------
<S>                                     <C>        <C>         <C>         <C>         <C>    
INVESTMENT INCOME
Dividends                               $       98  $       78  $        3  $       97  $       63
Charges from Lincoln Benefit Life Company:
    Mortality and expense risk                 (22)        (21)         (4)        (16)        (12)
    Administrative expense                      (3)         (2)         (1)         (2)         (1)
                                        ----------  ----------  ----------  ----------  ----------

      Net investment income (loss)              73          55          (2)         79          50
                                        ----------  ----------  ----------  ----------  ----------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                        3,513       1,356       1,286       1,917       1,752
  Cost of investments sold                  (3,480)     (1,370)     (1,321)     (2,042)     (1,825)
                                        ----------  ----------  ----------  ----------  ----------

      Net realized gains (losses)               33         (14)        (35)       (125)        (73)
                                        ----------  ----------  ----------  ----------  ----------

Change in unrealized gains (losses)            912         601         306         267         190
                                        ----------  ----------  ----------  ----------  ----------

      Net gains (losses) on investments        945         587         271         142         117
                                        ----------  ----------  ----------  ----------  ----------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS               $    1,018  $      642  $      269  $      221  $      167
                                        ==========  ==========  ==========  ==========  ==========
<FN>

     See notes to financial statements.

</FN>
</TABLE>

                                       3
<PAGE>



<TABLE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF OPERATIONS

         ($ in thousands)
                                                      Janus Aspen Series Portfolios            IAI Retirement Funds, Inc. Portfolios
                                         ----------------------------------------------------  -------------------------------------
                                                                     For the Year Ended December 31, 1998
                                         -------------------------------------------------------------------------------------
                                         Flexible                      Aggressive   Worldwide
                                          Income    Balanced    Growth    Growth     Growth     Regional   Reserve    Balanced
                                         --------   --------   --------   --------  ----------  --------   --------   --------    
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>      

INVESTMENT INCOME
Dividends                                $    578   $  1,120   $  2,854   $     --   $  2,532   $    800   $     27   $     69
Charges from Lincoln Benefit Life Company:
    Mortality and expense risk               (103)      (380)      (541)      (322)      (825)      (175)        (7)       (31)
    Administrative expense                    (12)       (45)       (65)       (39)       (99)       (21)        (1)        (4)
                                         --------   --------   --------   --------   --------   --------   --------   --------

      Net investment income (loss)            463        695      2,248       (361)     1,608        604         19         34
                                         --------   --------   --------   --------   --------   --------   --------   --------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                       4,290      7,185     22,103     14,542     21,487      4,221        439        547
  Cost of investments sold                 (4,179)    (6,358)   (20,208)   (12,929)   (18,440)    (4,089)      (440)      (491)
                                         --------   --------   --------   --------   --------   --------   --------   --------

      Net realized gains (losses)             111        827      1,895      1,613      3,047        132         (1)        56
                                         --------   --------   --------   --------   --------   --------   --------   --------

Change in unrealized gains (losses)            (4)     5,778      8,921      6,673      9,929       (872)         5        151
                                         --------   --------   --------   --------   --------   --------   --------   --------

      Net gains (losses) on investments       107      6,605     10,816      8,286     12,976       (740)         4        207
                                         --------   --------   --------   --------   --------   --------   --------   --------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                $    570   $  7,300   $ 13,064   $  7,925   $ 14,584   $   (136)  $     23   $    241
                                         ========   ========   ========   ========   ========   ========   ========   ========

<FN>

     See notes to financial statements.

</FN>
</TABLE>

                                       4
<PAGE>


<TABLE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
         ($ in thousands)                      Fidelity Variable Insurance Products         Fidelity Variable Insurance Products    
                                                         Fund II Portfolios                              Fund Portfolios            
                                           ------------------------------------------  ---------------------------------------------
                                                                  For the Period                
                                           For the Year Ended    February 17, 1998    
                                           December 31, 1998    to December 31, 1998      For the Year Ended December 31, 1998
                                           -------------------- --------------------  ----------------------------------------------
                                            Asset       Contra-                         Money      Equity-                         
                                           Manager       fund        Index 500         Market      Income      Growth     Overseas 
                                           --------    --------     -----------       ---------   ---------   ---------   ---------
<S>                                        <C>         <C>          <C>              <C>         <C>         <C>         <C>       
INVESTMENT INCOME                                                                                                                  
Dividends                                  $  2,019    $  1,256     $         --     $   1,568   $   4,003   $   5,328   $   1,241 
Charges from Lincoln Benefit Life Company:                                                                                         
    Mortality and expense risk                 (232)       (349)             (66)         (370)       (929)       (600)       (224)
    Administrative expense                      (28)        (42)              (8)          (44)       (112)        (72)        (27)
                                           --------    --------     -------------    ---------   ---------   ---------   --------- 
      Net investment income (loss)            1,759         865              (74)        1,154       2,962       4,656         990 
                                           --------    --------     -------------    ---------   ---------   ---------   --------- 
                                                                                                                                   
REALIZED AND UNREALIZED GAINS                                                                                                      
  (LOSSES) ON INVESTMENTS                                                                                                          
Realized gains (losses) from                                                                                                       
sales of investments:                                                                                                              
  Proceeds from sales                         3,648      20,984            2,281       175,335      24,425      18,038      26,879 
  Cost of investments sold                   (3,465)    (20,045)          (2,314)     (175,335)    (22,240)    (16,033)    (25,982)
                                           --------    --------    -------------     ---------   ---------   ---------   --------- 
      Net realized gains (losses)               183         939              (33)           --       2,185       2,005         897 
                                           --------    --------    -------------     ---------   ---------   ---------   --------- 
Change in unrealized gains (losses)             399       5,713            1,684            --       1,609       9,064         288 
                                           --------    --------    -------------     ---------   ---------   ---------   --------- 
      Net gains (losses) on investments         582       6,652            1,651            --       3,794      11,069       1,185 
                                           --------    --------    -------------     ---------   ---------   ---------   --------- 
CHANGE IN NET ASSETS                                                                                                               
RESULTING FROM OPERATIONS                  $  2,341    $  7,517    $       1,577     $   1,154   $   6,756   $  15,725   $   2,175 
                                           ========    ========    =============     =========   =========   =========   ========= 
<FN>                                                                                   

     See notes to financial statements.

</FN>
</TABLE>
                                       5
<PAGE>


LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF OPERATIONS
         ($ in thousands)

<TABLE>

                                         Federated Insurance Management                 Scudder Variable Life Investment 
                                               Series Portfolio                                Fund Portfolios
                                         ------------------------------   ---------------------------------------------------
                                                           For the Year Ended                 For the Period August 17, 1998
                                                            December 31, 1998                       to December 31, 1998
                                         ---------------------------------------------------  --------------------------------
                                                                U.S.
                                                             Government
                                       High Income  Utility  Securities                       Growth and  Global     Inter-
                                      Bond Fund II  Fund II   Fund II      Bond    Balanced    Income   Discovery  national
                                      ------------  -------- ----------   --------   -------   ---------- ---------  ---------
<S>                                      <C>        <C>        <C>        <C>        <C>       <C>        <C>       <C>      

INVESTMENT INCOME
Dividends                                $    451   $    502   $     68   $    306   $    889   $     --  $     --   $     --
Charges from Lincoln Benefit Life Company:
    Mortality and expense risk               (201)      (120)       (72)       (63)      (174)        --        --         --
    Administrative expense                    (24)       (14)        (9)        (8)       (21)        --        --         --
                                         --------   --------   --------   --------   --------   --------  --------   --------

      Net investment income (loss)            226        368        (13)       235        694         --        --         --
                                         --------   --------   --------   --------   --------   --------  --------   --------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                      18,775      4,120      7,407      3,518      2,126         --        16         --
  Cost of investments sold                (18,443)    (3,782)    (7,264)    (3,488)    (1,913)        --       (15)        --
                                         --------   --------   --------   --------   --------   --------  --------   --------

      Net realized gains (losses)             332        338        143         30        213         --         1         --
                                         --------   --------   --------   --------   --------   --------  --------   --------

Change in unrealized gains (losses)          (361)       547        154        (19)     1,843          9         2          5
                                         --------   --------   --------   --------   --------   --------  --------   --------

      Net gains (losses) on investments       (29)       885        297         11      2,056          9         3          5
                                         --------   --------   --------   --------   --------   --------  --------   --------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                $    197   $  1,253   $    284   $    246   $  2,750   $      9  $      3   $      5
                                         ========   ========   ========   ========   ========   ========  ========   ========


<FN>

     See notes to financial statements.

</FN>
</TABLE>

                                       6
<PAGE>

<TABLE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF OPERATIONS

         ($ in thousands)
                                            Strong Variable        Strong      T. Rowe Price
                                               Insurance        Opportunity    International         
                                               Funds, Inc.        Fund, II        Series,        T. Rowe Price Equity Series, Inc.
                                              Portfolios       Inc. Portfolio  Inc.Portfolio                Portfolios
                                       ---------------------   --------------  -------------  -----------------------------------
                                                                For the Period August 17, 1998 to December 31, 1998
                                       ------------------------------------------------------------------------------------------
                                          Discovery    Growth     Opportuntiy  International New America    Mid-Cap       Equity
                                           Fund II     Fund II      Fund II        Stock      Growth        Growth        Income
                                          ---------   ---------   -----------  ------------  -----------    -------       ------
<S>                                       <C>         <C>         <C>           <C>         <C>          <C>          <C>      
INVESTMENT INCOME
Dividends                                 $      --     $    --      $    --     $       1   $       2    $       9    $      12
Charges from Lincoln Benefit Life Company:
    Mortality and expense risk                   --          --           --            --          --           (1)          (1)
    Administrative expense                       --          --           --            --          --           --           --
                                          ---------   ---------    ---------     ---------   ---------    ---------    ---------

      Net investment income (loss)               --          --           --             1           2            8           11
                                          ---------   ---------    ---------     ---------   ---------    ---------    ---------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                            --           1           --            --          17           87            5
  Cost of investments sold                       --          (1)          --            --         (15)         (80)          (5)
                                          ---------   ---------    ---------     ---------   ---------    ---------    ---------

      Net realized gains (losses)                --          --           --            --           2            7           --
                                          ---------   ---------    ---------     ---------   ---------    ---------    ---------

Change in unrealized gains (losses)               1          20            2             5          12           85            6
                                          ---------   ---------    ---------     ---------   ---------    ---------    ---------

      Net gains (losses) on investments           1          20            2             5          14           92            6
                                          ---------   ---------    ---------     ---------   ---------    ---------    ---------
CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                 $       1   $      20    $       2     $       6   $      16    $     100    $      17
                                          =========   =========    =========     =========   =========    =========    =========


<FN>

     See notes to financial statements.

</FN>
</TABLE>


                                       7
<PAGE>

<TABLE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF OPERATIONS

         ($ in thousands)


                                                      MFS Variable Insurance Trust Portfolios
                                       -------------------------------------------------------------------
                                                   For the Period August 17, 1998 to December 31, 1998
                                       -------------------------------------------------------------------
                                        Growth with    Research     Emerging    Total Return New Discovery
                                       Income Series    Series    Growth Series    Series      Series      
                                       -------------   ---------  ------------- ------------ ------------- 
<S>                                      <C>           <C>          <C>         <C>          <C>        

INVESTMENT INCOME
Dividends                                 $      --      $    --      $    --     $    --      $    --  
Charges from Lincoln Benefit Life Company:
    Mortality and expense risk                   --           --           --          --           --   
    Administrative expense                       --           --           --          --           --   
                                          ---------    ---------    ---------   ---------    ---------  

      Net investment income (loss)               --           --           --          --           --   
                                          ---------    ---------    ---------   ---------    ---------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                            30           13           --          41           --      
  Cost of investments sold                      (28)         (13)          --         (41)          --    
                                          ---------    ---------    ---------   ---------    ---------   

      Net realized gains (losses)                 2           --           --          --           --    
                                          ---------    ---------    ---------   ---------    ---------  

Change in unrealized gains (losses)              24           16           10           9           14    
                                          ---------    ---------    ---------   ---------    ---------   

      Net gains (losses) on investments          26           16           10           9           14  
                                          ---------    ---------    ---------   ---------    ---------   
CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                 $      26    $      16    $      10   $       9    $      14   
                                          =========    =========    =========   =========    =========   

     
<FN>

    See notes to financial statements.

</FN>
</TABLE>


                                       8
<PAGE>

<TABLE>


LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

          ($ in thousands)

                                           Alger American Fund Portfolios     
                                    --------------------------------------------    
                                           For the Period February 17, 1998      
                                                to December 31, 1998          
                                    --------------------------------------------    
                                                                         Small
                                              Income  Leveraged  MidCap Capital-
                                    Growth   & Growth    AllCap  Growth  ization
                                    -------   -------   -------- ------- -------
<S>                                <C>       <C>      <C>      <C>     <C>      
FROM OPERATIONS
Net investment income (loss)        $    73  $    55  $    (2) $    79  $    50 
Net realized gains (losses)              33      (14)     (35)    (125)     (73)
Change in unrealized gains (losses)     912      601      306      267      190 
                                    -------  -------  -------  -------  ------- 
Change in net assets resulting
  from operations                     1,018      642      269      221      167 
                                    -------  -------  -------  -------  ------- 

FROM CAPITAL TRANSACTIONS
Deposits                              1,844    2,018      436    1,117    1,121 
Benefit payments                         --       --       --       --       -- 
Payments on termination                (169)     (49)      (8)     (32)     (38)
Loans - net                              --       --       --       --       -- 
Contract administration charge           --       --       --       --       -- 
Transfers among the portfolios
  and with the Fixed Account - net    3,688    2,329    1,225    1,247    1,323 
                                    -------  -------  -------  -------  ------- 
Change in net assets resulting
  from capital transactions           5,363    4,298    1,653    2,332    2,406 
                                    -------  -------  -------  -------  ------- 

INCREASE IN NET ASSETS                6,381    4,940    1,922    2,553    2,573 

NET ASSETS AT BEGINNING OF PERIOD        --       --       --       --       -- 
                                    -------  -------  -------  -------  ------- 

NET ASSETS AT END OF PERIOD         $ 6,381  $ 4,940  $ 1,922  $ 2,553  $ 2,573 
                                    =======  =======  =======  =======  ======= 


<FN>

     See notes to financial statements.

</FN>
</TABLE>

                                       9
<PAGE>

<TABLE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

          ($ in thousands)

                                                                          
                                                                                     IAI Retirement Funds, Inc.            
                                              Janus Aspen Series Portfolios                  Portfolios                      
                                     ---------------------------------------------   --------------------------          
                                                          For the Year Ended December 31, 1998                  
                                     --------------------------------------------------------------------------          
                                      Flexible                   Aggressive Worldwide                                      
                                       Income   Balanced  Growth   Growth    Growth  Regional  Reserve Balanced   
                                      --------  -------- ------- ---------- -------  --------  ------- --------   
<S>                                  <C>       <C>       <C>       <C>      <C>       <C>      <C>      <C>          
FROM OPERATIONS
Net investment income (loss)         $   463   $   695   $ 2,248   $  (361) $ 1,608   $  604   $   19   $   34  
Net realized gains (losses)              111       827     1,895     1,613    3,047      132       (1)      56  
Change in unrealized gains (losses)       (4)    5,778     8,921     6,673    9,929     (872)       5      151  
                                     -------   -------   -------   -------  -------  -------   ------   ------  

Change in net assets resulting
  from operations                        570     7,300    13,064     7,925   14,584     (136)      23      241  
                                     -------   -------   -------   ------   -------  -------  ------   ------   

FROM CAPITAL TRANSACTIONS
Deposits                               4,308     7,827     8,319     2,926   12,550    1,052       53      432  
Benefit payments                        (170)     (279)     (512)      (59)    (418)    (327)      (1)     (82) 
Payments on termination                 (303)   (1,246)   (2,089)   (1,130)  (2,981)    (602)     (39)    (104) 
Loans - net                               (6)        1        11       (13)      (5)     (13)      --       --    
Contract administration charge            (2)       (8)      (18)      (16)     (31)      (6)      --       (1) 
Transfers among the portfolios
  and with the Fixed Account - net     1,491     5,368     5,435     1,496    5,636   (1,361)    (364)     271  
                                     -------   -------   -------   ------   -------  -------   ------   ------  

Change in net assets resulting
  from capital transactions            5,318    11,663    11,146     3,204   14,751   (1,257)    (351)     516  
                                     -------   -------   -------   ------   -------  -------   ------   ------  

INCREASE/DECREASE IN NET ASSETS        5,888    18,963    24,210    11,129   29,335   (1,393)    (328)     757  

NET ASSETS AT BEGINNING OF PERIOD      5,675    16,160    32,460    22,011   49,908   14,363      821    2,071  
                                     -------   -------   -------   ------   -------  -------   ------   ------  

NET ASSETS AT END OF PERIOD          $11,563   $35,123   $56,670   $33,140  $79,243  $12,970   $  493   $2,828  
                                     =======   =======   =======  =======   =======  =======   ======   ======  
<FN>                                                                                  
                                    
     See notes to financial statements.

</FN>
</TABLE>


                                       10
<PAGE>

<TABLE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

          ($ in thousands)
                                          Fidelity Variable Insurance          Fidelity Variable Insurance Products
                                          Products Fund II Portfolios                       Fund Portfolios
                                      ---------------------------------   --------------------------------------------
                                          For the Year    For the Period
                                              Ended         February 17
                                           December 31,     to December,              For the Year Ended  
                                               1998          31, 1998                  December 31, 1998
                                      --------------------   ---------    --------------------------------------------
                                       Asset       Contra-                 Money       Equity-
                                       Manager      fund     Index 500     Market      Income      Growth     Overseas
                                      --------   ---------   ---------    --------    --------    --------    --------
<S>                                   <C>         <C>         <C>         <C>         <C>         <C>         <C>  
FROM OPERATIONS
Net investment income (loss)          $  1,759    $    865    $    (74)   $  1,154    $  2,962    $  4,656    $    990
Net realized gains (losses)                183         939         (33)         --       2,185       2,005         897
Change in unrealized gains (losses)        399       5,713       1,684          --       1,609       9,064         288
                                      --------    --------    --------    --------    --------    --------    --------

Change in net assets resulting
  from operations                        2,341       7,517       1,577       1,154       6,756      15,725       2,175
                                      --------    --------    --------    --------    --------    --------    --------

FROM CAPITAL TRANSACTIONS
Deposits                                 3,092       8,056       6,877      71,632      14,703       6,775       1,993
Benefit payments                          (123)       (157)        (40)       (129)       (524)       (326)       (131)
Payments on termination                   (769)     (1,176)       (129)     (2,044)     (4,163)     (2,356)       (980)
Loans - net                                (14)         (3)          8          (1)         15         (10)         (9)
Contract administration charge              (8)        (11)         --          (6)        (33)        (27)         (8)
Transfers among the portfolios
  and with the Fixed Account - net       1,099       5,928       7,254     (65,701)      7,859       3,895       4,921
                                      --------    --------    --------    --------    --------    --------    --------

Change in net assets resulting
  from capital transactions              3,277      12,637      13,970       3,751      17,857       7,951       5,786
                                      --------    --------    --------    --------    --------    --------    --------

INCREASE IN NET ASSETS                   5,618      20,154      15,547       4,905      24,613      23,676       7,961

NET ASSETS AT BEGINNING OF PERIOD       15,664      19,034          --      25,099      60,325      37,898      14,223
                                      --------    --------    --------    --------    --------    --------    --------

NET ASSETS AT END OF PERIOD           $ 21,282    $ 39,188    $ 15,547    $ 30,004    $ 84,938    $ 61,574    $ 22,184
                                      ========    ========    ========    ========    ========    ========    ========
                                             
<FN>                                 
     See notes to financial statements.

</FN>
</TABLE>


                                       11
<PAGE>

<TABLE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

          ($ in thousands)


                                      Federated Insurance Management 
                                              Series Portfolios                   Scudder Variable Life Investment Fund Portfolios
                                   --------------------------------------    -------------------------------------------------------
                                                      For the year Ended                          For the Period August 17, 1998
                                                      December 31, 1998                                 to December 31, 1998
                                   -----------------------------------------------------------    ----------------------------------
                                                                U.S.
                                                            Government
                                   High Income   Utility    Securities                            Growth and   Global       Inter-
                                  Bond Fund II   Fund II      Fund II        Bond     Balanced      Income    Discovery    national
                                  ------------ -----------   ---------    ----------  ---------  -----------  ----------  ---------

<S>                                   <C>         <C>         <C>         <C>         <C>         <C>         <C>        <C>     
FROM OPERATIONS
Net investment income (loss)          $    226    $    368    $    (13)   $    235    $    694    $     --     $   --    $     --
Net realized gains (losses)                332         338         143          30         213          --          1          --
Change in unrealized gains (losses)       (361)        547         154         (19)      1,843           9          2           5
                                      --------    --------    --------    --------    --------    --------   --------    --------

Change in net assets resulting
  from operations                          197       1,253         284         246       2,750           9          3           5
                                      --------    --------    --------    --------    --------    --------   --------    --------

FROM CAPITAL TRANSACTIONS
Deposits                                 6,720       4,727       3,121       1,568       3,966         182         21          73
Benefit payments                          (128)       (163)        (16)        (83)        (77)         --         --          --
Payments on termination                   (965)       (296)       (262)       (230)       (703)         --         --          --
Loans - net                                 23          --          (1)          6          (7)         --         --          --
Contract administration charge              (4)         (3)         (1)         (2)         (5)         --         --          --
Transfers among the portfolios
  and with the Fixed Account - net       1,313         773       2,097         467       1,711           3         (1)         30
                                      --------    --------    --------    --------    --------    --------   --------    --------

Change in net assets resulting
  from capital transactions              6,959       5,038       4,938       1,726       4,885         185         20         103
                                      --------    --------    --------    --------    --------    --------   --------    --------

INCREASE IN NET ASSETS                   7,156       6,291       5,222       1,972       7,635         194         23         108

NET ASSETS AT BEGINNING OF PERIOD       11,559       6,990       2,848       4,072      10,013          --         --          --
                                      --------    --------    --------    --------    --------    --------   --------    --------

NET ASSETS AT END OF PERIOD           $ 18,715    $ 13,281    $  8,070    $  6,044    $ 17,648    $    194   $     23    $    108
                                      ========    ========    ========    ========    ========    ========   ========    ========

<FN>

     See notes to financial statements.

</FN>
</TABLE>

                                       12
<PAGE>

<TABLE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

          ($ in thousands)                                       Strong      T. Rowe
                                            Strong Variable    Opportunity    Price
                                                Insurance        Fund II   International
                                                Funds, Inc.       Inc.      Series, Inc.      T. Rowe Price Equity Series, Inc.
                                               Portfolios      Portfolio    Portfolio                     Portfolios
                                          -------------------- ----------- -------------  --------------------------------------
                                                           For the Period August 17, 1998 to December 31, 1998
                                          --------------------------------------------------------------------------------------
                                                                              Inter-         New
                                          Discovery   Growth   Opportuntiy   national      America        Mid-Cap       Equity-
                                           Fund II    Fund II    Fund II       Stock        Growth        Growth        Income
                                          ---------  ---------  -----------  ------------ -----------  -------------  ---------- 
<S>                                   <C>          <C>          <C>          <C>          <C>           <C>           <C>        

FROM OPERATIONS
Net investment income (loss)          $       --   $       --    $       --   $        1   $        2    $        8   $       11
Net realized gains (losses)                   --           --            --           --            2             7           --
Change in unrealized gains (losses)            1           20             2            5           12            85            6
                                      ----------   ----------    ----------   ----------   ----------    ----------   ----------

Change in net assets resulting
  from operations                              1           20             2            6           16           100           17
                                      ----------   ----------    ----------   ----------   ----------    ----------   ----------

FROM CAPITAL TRANSACTIONS
Deposits                                      12          106            26           92           92           551          346
Benefit payments                              --           --            --           --           --            --           --
Payments on termination                       --           (1)           --           --           (1)           --           --
Loans - net                                   --           --            --           --           --            --           --
Contract administration charge                --           --            --           --           --            --           --
Transfers among the portfolios
  and with the Fixed Account - net             3            7             2            6            4             3           26
                                      ----------   ----------    ----------   ----------   ----------    ----------   ----------
Change in net assets resulting
  from capital transactions                   15          112            28           98           95           554          372
                                      ----------   ----------    ----------   ----------   ----------    ----------   ----------

INCREASE IN NET ASSETS                        16          132            30          104          111           654          389

NET ASSETS AT BEGINNING OF PERIOD             --           --            --           --           --            --           --
                                      ----------   ----------    ----------   ----------   ----------    ----------   ----------

NET ASSETS AT END OF PERIOD           $       16   $      132    $       30   $      104   $      111    $      654   $      389
                                      ==========   ==========    ==========   ==========   ==========    ==========   ==========

<FN>

     See notes to financial statements.

</FN>
</TABLE>

                                       13
<PAGE>

<TABLE>


LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

          ($ in thousands)
                                                 MFS Variable Insurance Trust Portfolios
                                   --------------------------------------------------------------------
                                             For the Period August 17, 1998 to December 31, 1998
                                   --------------------------------------------------------------------
                                                                                 Total         New
                                    Growth with     Research    Emerging        Return      Discovery
                                   Income Series     Series    Growth Series    Series        Series       
                                   -------------  ------------ ------------  ------------  ------------  
<S>                                  <C>           <C>           <C>           <C>         <C>       
FROM OPERATIONS
Net investment income (loss)          $       --      $     --     $     --      $     --     $     --     
Net realized gains (losses)                    2            --           --            --           --      
Change in unrealized gains (losses)           24            16           10             9           14     
                                      ----------    ----------   ----------    ----------   ----------   

Change in net assets resulting
  from operations                             26            16           10             9           14   
                                      ----------    ----------   ----------    ----------   ----------   

FROM CAPITAL TRANSACTIONS
Deposits                                     283           125          100           252           65     
Benefit payments                              --            --           --            --           --       
Payments on termination                       (1)           --           --            --           --         
Loans - net                                   --            --           --            --           --        
Contract administration charge                --            --           --            --           --        
Transfers among the portfolios
  and with the Fixed Account - net            23            --           (4)            8           --      
                                      ----------    ----------   ----------    ----------   ----------   

Change in net assets resulting
  from capital transactions                  305           125           96           260           65     
                                      ----------    ----------   ----------    ----------   ----------   

INCREASE IN NET ASSETS                       331           141          106           269           79     

NET ASSETS AT BEGINNING OF PERIOD             --            --           --            --           --         
                                      ----------    ----------   ----------    ----------   ----------   

NET ASSETS AT END OF PERIOD           $      331    $      141   $      106    $      269   $       79   
                                      ==========    ==========   ==========    ==========   ==========   

<FN>

     See notes to financial statements.

</FN>
</TABLE>

                                       14
<PAGE>

<TABLE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1997

($ and units in thousands, except value per unit)
                                                                                                           
                                                                                                                Fidelity Variable
                                                                                     IAI Retirement Funds,      Insurance Products
                                             Janus Aspen Series Portfolios             Inc. Portfolios          Fund II Portfolios
                                    ----------------------------------------------  --------------------------  -------------------
                                   Flexible                    Aggressive   Worldwide                            Asset
                                    Income   Balanced  Growth     Growth    Growth   Regional Reserve Balanced  Manager  Contrafund
                                   --------  --------  -------   ---------  -------- -------- ------- --------  -------  -----------
<S>                                <C>       <C>      <C>        <C>       <C>       <C>      <C>     <C>       <C>      <C>  

FROM OPERATIONS
Net investment income (loss)        $   246  $    245  $    417  $   (262) $     90  $    366  $  16  $    34   $ 1,167  $     40
Net realized gains (losses)              83       340     1,258       721     1,465       247     (1)      19       117       889
Change in unrealized gains (losses)     132     1,586     2,930     1,881     4,835       746     (1)     166       969     1,519
                                        ---     -----     -----     -----     -----       ---     --      ---       ---     -----

Change in net assets resulting
  from operations                       461     2,171     4,605     2,340     6,390     1,359     14      219     2,253     2,448
                                        ---     -----     -----     -----     -----     -----     --      ---     -----     -----

FROM CAPITAL TRANSACTIONS
Deposits                              1,262     2,990     5,536     2,989    10,053     1,831    400      308     1,946     5,083
Benefit payments                        (80)     (213)     (155)      (93)     (252)     (154)   (24)      --      (215)      (25)
Payments on termination                (100)     (586)   (1,203)     (919)   (1,619)     (575)   (44)     (60)     (433)     (434)
Loans - net                              --        --       (39)       (3)      (19)       --     --       --        --       (11)
Contract administration charge           (1)       (4)      (13)      (13)      (19)       (6)    --       (1)       (6)       (4)
Transfers among the portfolios
  and with the Fixed Account - net      579     3,496     6,008     2,028     9,874     2,066     42      307     1,201     6,431
                                        ---     -----     -----     -----     -----     -----     --      ---     -----     -----

Change in net assets resulting
  from capital transactions           1,660     5,683    10,134     3,989    18,018     3,162    374      554     2,493    11,040
                                      -----     -----    ------     -----    ------     -----    ---      ---     -----    ------

INCREASE IN NET ASSETS                2,121     7,854    14,739     6,329    24,408     4,521    388      773     4,746    13,488

NET ASSETS AT BEGINNING OF YEAR       3,554     8,306    17,721    15,682    25,500     9,842    433    1,298    10,918     5,546
                                      -----     -----    ------    ------    ------     -----    ---    -----    ------     -----

NET ASSETS AT END OF YEAR           $ 5,675  $ 16,160  $ 32,460  $ 22,011  $ 49,908  $ 14,363  $ 821  $ 2,071  $ 15,664  $ 19,034
                                    =======  ========  ========  ========  ========  ========  =====  =======  ========  ========

Net asset value per unit at end
  of year                           $ 13.97  $  16.43  $  17.87  $  17.25  $  18.62  $  17.03  $11.17 $ 14.39  $  14.10  $  13.64
                                    =======  ========  ========  ========  ========  ========  ====== =======  ========  ========

Units outstanding at end of year        406       983     1,816     1,276     2,680       843     74      144     1,111     1,395
                                        ===       ===     =====     =====     =====       ===     ==      ===     =====     =====

<FN>
   See notes to financial statements.
</FN>

</TABLE>
                                       15
<PAGE>

<TABLE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1997

($ and units in thousands, except value per unit)

                                                                                                         Scudder Variable
                                         Fidelity Variable Insurance        Federated Insurance Manage-   Life Investment
                                           Products Fund Portfolios           ment Series Portfolios      Fund Portfolios
                                  -------------------------------------   ---------------------------   ----------------
                                                                            High               U.S.
                                                                           Income          Government
                                   Money    Equity-                         Bond   Utility Securities
                                   Market   Income    Growth   Overseas   Fund II   Fund II  Fund II    Bond  Balanced   
                                   ------   ------    ------   --------   -------   -------  -------    ----  --------   
                                                                  
<S>                               <C>       <C>       <C>       <C>       <C>       <C>     <C>       <C>      <C>      

FROM OPERATIONS
Net investment income (loss)      $    819  $  2,920  $    526  $    797  $    292  $   126  $    56  $   133  $    432  
Net realized gains (losses)             --       961     1,451       673       193      110        9        2       176  
Change in unrealized gains (losses)     --     6,598     4,133      (321)      384      934       92       75       921  
                                    ------     -----     -----      ----       ---      ---       --       --       ---  

Change in net assets resulting
  from operations                      819    10,479     6,110     1,149       869    1,170      157      210     1,529  
                                       ---    ------     -----     -----       ---    -----      ---      ---     -----  

FROM CAPITAL TRANSACTIONS
Deposits                            62,385     9,140     4,411     2,289     2,861    1,017      461      922     1,830  
Benefit payments                      (139)     (207)     (122)      (80)       (4)     (98)      (7)      (4)      (97) 
Payments on termination             (1,566)   (2,285)   (1,723)     (543)     (446)    (208)    (151)     (69)     (658) 
Loans - net                            (44)      (21)       (8)       (2)       (4)      --       --        1        (4) 
Contract administration charge          (5)      (25)      (23)       (7)       (2)      (2)      (1)      (1)       (4) 
Transfers among the portfolios
  and with the Fixed Account - net (52,987)    9,941     2,486       363     3,109    1,070       67      779     1,396  
                                   -------     -----     -----       ---     -----    -----       --      ---     -----  

Change in net assets resulting
  from capital transactions          7,644    16,543     5,021     2,020     5,514    1,779      369    1,628     2,463  
                                   -------    ------    ------     -----     -----    -----      ---    -----     -----  
INCREASE IN NET ASSETS               8,463    27,022    11,131     3,169     6,383    2,949      526    1,838     3,992  

NET ASSETS AT BEGINNING OF PERIOD   16,636    33,303    26,767    11,054     5,176    4,041    2,322    2,234     6,021  
                                   -------    ------    ------    ------     -----    -----    -----    -----     -----
NET ASSETS AT END OF PERIOD       $ 25,099  $ 60,325  $ 37,898  $ 14,223  $ 11,559  $ 6,990  $ 2,848  $ 4,072  $ 10,013  
                                  ========  ========  ========  ========  ========  =======  =======  =======  ========  



Net asset value per unit at end
  of year                         $  11.59  $  19.50  $  17.88  $  12.88  $ 14.27  $ 15.98  $ 11.88  $  11.79  $  16.01
                                  ========  ========  ========  ========  =======  =======  =======  ========  ========


Units outstanding at end of year     2,166     3,094     2,119     1,104      810      437      239      345       626
                                     =====     =====     =====     =====      ===      ===      ===      ===       ===
<FN>

    See notes to financial statements.

</FN>
</TABLE>
                                       16
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

NOTES TO FINANCIAL STATEMENTS


1.   ORGANIZATION

     Lincoln  Benefit Life  Variable  Annuity  Account (the  "Account"),  a unit
     investment  trust  registered  with the Securities and Exchange  Commission
     under the Investment  Company Act of 1940, is a Separate Account of Lincoln
     Benefit Life  Company  ("Lincoln  Benefit").  The assets of the Account are
     legally segregated from those of Lincoln Benefit. Lincoln Benefit is wholly
     owned by Allstate  Life  Insurance  Company,  a wholly owned  subsidiary of
     Allstate  Insurance  Company,   which  is  wholly  owned  by  The  Allstate
     Corporation.

     Lincoln Benefit sells three variable annuity contracts, Investor's  Select,
     Consultant I and  Consultant  II, the deposits of which are invested at the
     direction  of the  contractholder  in  the  sub-accounts  ("portfolios" for
     purposes of this report) that  comprise the Account.  Contractholders  bear
     all of the investment risk. The portfolios  invest in: Alger American Fund,
     Janus Aspen Series, IAI Retirement Funds, Inc., Fidelity Variable Insurance
     Products Fund II,  Fidelity  Variable  Insurance  Products Fund,  Federated
     Insurance Management Series,  Scudder Variable Life Investment Fund, Strong
     Variable  Insurance Funds,  Inc., Strong Opportunity Fund II, Inc., T. Rowe
     Price International  Series,  Inc., T. Rowe Price Equity Series,  Inc., and
     the MFS Variable Insurance Trust (collectively the "Funds").

     Lincoln  Benefit  provides  insurance  and  administrative  services to the
     contractholders for a fee.
     
 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Valuation of  Investments - Investments  consist of shares of the Funds and
     are stated at fair value  based on quoted  market  prices at  December  31,
     1998.

     Investment Income - Investment income consists of dividends declared by the
     Funds and is recognized on the date of record.

     Realized  Gains and  Losses -  Realized  gains  and  losses  represent  the
     difference  between  the  proceeds  from sales of  portfolio  shares by the
     Account  and the cost of such  shares,  which is  determined  on a weighted
     average basis.

     Federal Income Taxes - The Account intends to qualify as a segregated asset
     account as defined in the Internal  Revenue  Code  ("Code").  As such,  the
     operations  of the  Account  are  included  in the tax  return  of  Lincoln
     Benefit.  Lincoln  Benefit is taxed as a life  insurance  company under the
     Code.  No federal  income  taxes are  payable by the Account in 1998 as the
     Account did not generate taxable income.


                                       17
<PAGE>

3.   CONTRACT CHARGES

     Lincoln  Benefit charges each  contractholder  daily at a per annum rate as
     follows:

                                 Mortality and   Administrative
                                 expense risk       expense     
                                 ------------       -------     

         Investor's Select          1.25%             .15%              
         Consultant I               1.15% (a)         .10%              
         Consultant II              1.30%             .10%              

          (a)  An enhanced  death  benefit  rider is available at an  additional
               charge of .20%,  bringing the total  mortality and expense charge
               to 1.35%. An enhanced death benefit and income rider is available
               at an additional charge of .40%, bringing the total mortality and
               expense charge to 1.55%.

     Lincoln  benefit may charge an annual  contract  maintenance  fee of $25 on
     Investor's Select and $35 on Consultant I and Consultant II contracts.

     
4.   FINANCIAL INSTRUMENTS

     The only financial  instruments of the Account are the  investments in each
     of the portfolios,  which are carried at fair value, based on quoted market
     prices.


                                       18
<PAGE>

<TABLE>
<CAPTION>


5. UNITS ISSUED AND REDEEMED

(Units in whole amounts)               
                                                                             Investor's Select Contracts
                                           
                                                                              Unit activity during 1998:
                                                                      -----------------------------------------      
                                                            Units                                      Units      
                                                        Outstanding                                Outstanding    Accumulation
                                                          December       Units         Units         December      Unit Value
                                                         31, 1997       Issued       Redeemed        31, 1998  December 31, 1998
                                                        -----------   -----------   -----------    ------------  ---------------
<S>                                                         <C>             <C>             <C>            <C>     <C>    

Investments in Alger American Fund Portfolios:
Growth                                                           --       603,976      (211,586)       392,390   $   13.66
Income and Growth                                                --       452,689      (119,564)       333,125       12.55
Leveraged AllCap                                                 --       206,780      (100,020)       106,760       14.56
MidCap Growth                                                    --       354,214      (158,183)       196,031       12.17
Small Capitalization                                             --       388,895      (171,726)       217,169       11.01

Investments in Janus Aspen Series Portfolios:
Flexible Income                                             406,324       594,734      (292,969)       708,089       15.03
Balanced                                                    983,350       973,742      (386,455)     1,570,637       21.69
Growth                                                    1,816,216     1,664,418    (1,145,607)     2,335,027       23.91
Aggressive Growth                                         1,276,192       967,381      (798,773)     1,444,800       22.83
Worldwide Growth                                          2,680,262     1,604,359    (1,015,044)     3,269,577       23.67

Investments in IAI Retirement Funds, Inc. Portfolios:
Regional                                                    843,183       176,500      (259,381)       760,302       17.06
Reserve                                                      73,556         7,749       (38,837)        42,468       11.61
Balanced                                                    143,880        70,748       (36,869)       177,759       15.91

Investments in Fidelity Variable Insurance Products
   Fund II Portfolios:
Asset Manager                                             1,110,906       449,196      (244,879)     1,315,223       16.00
Contrafund                                                1,395,072     2,249,540    (1,446,498)     2,198,114       17.49
Index 500                                                        --     1,256,743      (204,595)     1,052,148       12.02

Investments in Fidelity Variable Insurance Products
   Fund Portfolios:
Money Market                                              2,166,046    14,626,292   (14,471,382)     2,320,956       12.05
Equity-Income                                             3,093,518     2,017,982    (1,204,743)     3,906,757       21.46
Growth                                                    2,119,475     1,236,496      (869,293)     2,486,678       24.59
Overseas                                                  1,104,305     2,199,486    (1,814,582)     1,489,209       14.32

Investments in Federated Insurance Management Series
   Portfolios:
High Income Bond Fund II                                    809,791     1,727,915    (1,292,438)     1,245,268       14.45
Utility Fund II                                             437,287       498,842      (248,996)       687,133       17.96
U.S. Government Securities Fund II                          239,114       929,412      (585,736)       582,790       12.61

Investments in Scudder Variable Life Investment Fund
   Portfolios:
Bond                                                        345,499       405,934      (289,570)       461,863       12.39
Balanced                                                    625,526       389,367      (119,638)       895,255       19.44


</TABLE>

                                       19
<PAGE>
<TABLE>
<CAPTION>

5.  UNITS ISSUED AND REDEEMED    
(Units in whole amounts)                                                           Consultant I Contracts       
                                                                                 Unit activity during 1998:
                                                                         --------------------------------------
                                                               Units                                   Units       
                                                           Outstanding                              Outstanding    Accumulation
                                                             December          Units      Units      December       Unit Value
                                                             31, 1997          Issued     Redeemed   31, 1998   December 31, 1998
                                                           -----------   ----------   ----------    -----------  ---------------- 
<S>                                                              <C>            <C>          <C>              <C>     <C>    
Investments in Alger American Fund Portfolios:
Growth                                                            --        131,732      (80,599)       51,133   $    11.93
Income and Growth                                                 --         27,157       (2,847)       24,310        11.50
Leveraged AllCap                                                  --         16,971          (40)       16,931        12.81
MidCap Growth                                                     --          1,813           --         1,813        11.60
Small Capitalization                                              --         10,608       (5,475)        5,133        11.31

Investments in Janus Aspen Series Portfolios:
Flexible Income                                                   --         54,008       (1,039)       52,969        10.25
Balanced                                                          --         41,736       (2,143)       39,593        11.69
Growth                                                            --         35,594          (75)       35,519        11.86
Aggressive Growth                                                 --         16,827      (11,932)        4,895        12.27
Worldwide Growth                                                  --         72,292       (8,184)       64,108        10.68

Investments in Fidelity Variable Insurance Products
   Fund II Portfolios:
Asset Manager                                                     --         12,173           (1)       12,172        10.80
Contrafund                                                        --         32,589       (4,524)       28,065        11.46
Index 500                                                         --         68,862       (1,224)       67,638        11.36

Investments in Fidelity Variable Insurance Products
   Fund Portfolios:
Money Market                                                      --        417,671     (347,929)       69,742        10.15
Equity-Income                                                     --         39,382          (79)       39,303        10.83
Growth                                                            --         16,667       (3,350)       13,317        11.62
Overseas                                                          --        194,916     (117,325)       77,591        10.50

Investments in Federated Insurance Management Series
   Portfolios:
High Income Bond Fund  II                                         --         61,359      (13,685)       47,674         9.85
Utility Fund II                                                   --         35,135           (5)       35,130        11.13
U.S. Government Securities Fund II                                --         40,197       (3,454)       36,743        10.27

Investments in Scudder Variable Life Investment Fund
   Portfolios:
Bond                                                              --         25,221         (551)       24,670        10.19
Balanced                                                          --         11,682       (2,113)        9,569        11.04
Growth and Income                                                 --          8,690           --         8,690        10.52
Global Discovery                                                  --          1,630           --         1,630        10.77
International                                                     --            181           --           181        10.38

Investments in Strong Variable Insurance Funds, Inc. 
   Portfolios:
Discovery Fund II                                                 --            226           --           226        11.04
Growth Fund II                                                    --          8,571          (61)        8,510        11.41

Investment in Strong Opportunity Fund II, Inc. Portfolio:
Opportunity Fund II                                               --            603           --           603        10.94

Investment in T. Rowe Price International Series, Inc. 
   Portfolio:
International Stock                                               --          2,401           --         2,401        10.78

Investments in T. Rowe Price Equity Series, Inc. 
   Portfolios:
New America Growth                                                --          4,126           --         4,126        11.25
Mid-Cap Growth                                                    --          7,608           --         7,608        11.50
Equity Income                                                     --         14,739           --        14,739        10.78

Investments in MFS Variable Insurance Trust Portfolios:
Growth with Income Series                                         --         10,908         (317)       10,591        11.20
Research Series                                                   --          8,940           --         8,940        11.08
Emerging Growth Series                                            --          5,861           --         5,861        11.75
Total Return Series                                               --         13,556       (2,146)       11,410        10.61
New Discovery Series                                              --            842           --           842        11.35
</TABLE>
                                       20
<PAGE>
<TABLE>
<CAPTION>

5. UNITS ISSUED AND REDEEMED
(Units in whole amounts)                                     Consultant I Contracts with Enhanced Death Benefit Rider 
                                                                              Unit activity during 1998:
                                                                      -----------------------------------------
                                                            Units                                      Units      
                                                        Outstanding                                Outstanding    Accumulation
                                                          December       Units         Units         December      Unit Value
                                                         31, 1997       Issued       Redeemed        31, 1998  December 31, 1998
                                                        -----------   -----------   -----------    ------------  ---------------
<S>                                                              <C>         <C>         <C>         <C>         <C>   
Investments in Alger American Fund Portfolios:
Growth                                                            --         15,244           --        15,244   $    11.92
Income and Growth                                                 --         20,201          (70)       20,131        11.49
Leveraged AllCap                                                  --          4,249           --         4,249        12.80
MidCap Growth                                                     --          8,640          (25)        8,615        11.59
Small Capitalization                                              --          2,569           --         2,569        11.30

Investments in Janus Aspen Series Portfolios:
Flexible Income                                                   --          7,498           (7)        7,491        10.24
Balanced                                                          --         18,700          (64)       18,636        11.68
Growth                                                            --         14,182           --        14,182        11.85
Aggressive Growth                                                 --          4,799           --         4,799        12.26
Worldwide Growth                                                  --         61,017          (87)       60,930        10.68

Investments in Fidelity Variable Insurance Products
   Fund II Portfolios:
Asset Manager                                                     --          7,062           --         7,062        10.80
Contrafund                                                        --         22,918          (71)       22,847        11.45
Index 500                                                         --        136,853         (314)      136,539        11.35

Investments in Fidelity Variable Insurance Products
   Fund Portfolios:
Money Market                                                      --         60,798       (7,695)       53,103        10.14
Equity-Income                                                     --         19,884          (54)       19,830        10.82
Growth                                                            --         11,279           --        11,279        11.62
Overseas                                                          --          2,466           --         2,466        10.49

Investments in Federated Insurance Management Series
   Portfolios:
High Income Bond Fund  II                                         --          7,386           (7)        7,379         9.84
Utility Fund II                                                   --         23,168          (56)       23,112        11.13
U.S. Government Securities Fund II                                --         10,599           --        10,599        10.26

Investments in Scudder Variable Life Investment Fund
   Portfolios:
Bond                                                              --          2,350           (7)        2,343        10.18
Balanced                                                          --          4,131           (3)        4,128        11.03
Growth and Income                                                 --          1,708           --         1,708        10.51
Global Discovery                                                  --           --             --            --        10.76
International                                                     --          5,932           --         5,932        10.37

Investments in Strong Variable Insurance Funds, Inc. 
   Portfolios:
Discovery Fund II                                                 --          1,200           --         1,200        11.03
Growth Fund II                                                    --          3,117          (26)        3,091        11.41

Investment in Strong Opportunity Fund II, Inc. Portfolio:
Opportunity Fund II                                               --          1,370           --         1,370        10.93

Investment in T. Rowe Price International Series, Inc. 
   Portfolio:
International Stock                                               --          5,185          (25)        5,160        10.77

Investments in T. Rowe Price Equity Series, Inc. 
   Portfolios:
New America Growth                                                --          4,239          (26)        4,213        11.24
Mid-Cap Growth                                                    --         43,441           --        43,441        11.49
Equity Income                                                     --         13,978           --        13,978        10.78

Investments in MFS Variable Insurance Trust Portfolios:
Growth with Income Series                                         --          8,633           --         8,633        11.19
Research Series                                                   --          2,305           --         2,305        11.07
Emerging Growth Series                                            --             91           --            91        11.74
Total Return Series                                               --          8,542           (3)        8,539        10.60
New Discovery Series                                              --          2,884          (26)        2,858        11.34
</TABLE>
                                       21
<PAGE>
<TABLE>
<CAPTION>

5. UNITS ISSUED AND REDEEMED
(Units in whole amounts)                                 Consultant I Contracts with Enhanced Death and Income Benefit Rider
                                                                              Unit activity during 1998:
                                                                      -----------------------------------------
                                                            Units                                      Units      
                                                        Outstanding                                Outstanding    Accumulation
                                                          December       Units         Units         December      Unit Value
                                                         31, 1997       Issued       Redeemed        31, 1998  December 31, 1998
                                                        -----------   -----------   -----------    ------------  ---------------
<S>                                                               <C>       <C>         <C>            <C>       <C>    
Investments in Alger American Fund Portfolios:
Growth                                                            --          6,138       (1,595)        4,543   $    11.91
Income and Growth                                                 --            287           --           287        11.48
Leveraged AllCap                                                  --            273           --           273        12.79
MidCap Growth                                                     --            266           --           266        11.58
Small Capitalization                                              --          2,840           --         2,840        11.30

Investments in Janus Aspen Series Portfolios:
Flexible Income                                                   --          9,165           --         9,165        10.24
Balanced                                                          --         11,168          (23)       11,145        11.67
Growth                                                            --          8,811       (1,592)        7,219        11.84
Aggressive Growth                                                 --          2,152       (1,364)          788        12.25
Worldwide Growth                                                  --         12,139       (1,586)       10,553        10.67

Investments in Fidelity Variable Insurance Products
   Fund II Portfolios:
Asset Manager                                                     --            292           --           292        10.79
Contrafund                                                        --          5,053           --         5,053        11.44
Index 500                                                         --         18,385          (11)       18,374        11.35

Investments in Fidelity Variable Insurance Products
   Fund Portfolios:
Money Market                                                      --         27,065           --        27,065        10.13
Equity-Income                                                     --          8,372       (3,837)        4,535        10.82
Growth                                                            --         15,101      (12,599)        2,503        11.61
Overseas                                                          --             --           --            --        10.48

Investments in Federated Insurance Management Series
   Portfolios:
High Income Bond Fund  II                                         --         10,770           --        10,770         9.83
Utility Fund II                                                   --          7,862           --         7,862        11.12
U.S. Government Securities Fund II                                --          9,297           --         9,297        10.25

Investments in Scudder Variable Life Investment Fund
   Portfolios:
Bond                                                              --          2,883           --         2,883        10.17
Balanced                                                          --          4,708          (24)        4,684        11.02
Growth and Income                                                 --            702           --           702        10.51
Global Discovery                                                  --            203           --           203        10.75
International                                                     --          2,877           --         2,877        10.37

Investments in Strong Variable Insurance Funds, Inc. 
   Portfolios:
Discovery Fund II                                                 --             --           --            --        11.02
Growth Fund II                                                    --             --           --            --        11.40

Investment in Strong Opportunity Fund II, Inc. Portfolio:
Opportunity Fund II                                               --            191           --           191        10.92

Investment in T. Rowe Price International Series, Inc. 
   Portfolio:
International Stock                                               --             --           --            --        10.76

Investments in T. Rowe Price Equity Series, Inc. 
   Portfolios:
New America Growth                                                --             --           --            --        11.23
Mid-Cap Growth                                                    --             --           --            --        11.49
Equity-Income                                                     --            687           --           687        10.77

Investments in MFS Variable Insurance Trust Portfolios:
Growth with Income Series                                         --          5,411       (1,991)        3,420        11.18
Research Series                                                   --          1,499           --         1,499        11.06
Emerging Growth Series                                            --            733           --           733        11.73
Total Return Series                                               --          3,925           --         3,925        10.59
New Discovery Series                                              --             --           --            --        11.34
</TABLE>
                                       22
<PAGE>
<TABLE>
<CAPTION>

5. UNITS ISSUED AND REDEEMED
(Units in whole amounts)                                                          Consultant II Contracts   
                                                                                 Unit activity during 1998:
                                                                            ----------------------------------------
                                                                 Units                                    Units        
                                                              Outstanding                              Outstanding     Accumulation
                                                                December       Units         Units       December       Unit Value
                                                               31, 1997      Issued       Redeemed      31, 1998  December 31, 1998
                                                           --------------   -------------   ----------    ---------- --------------
<S>                                                                  <C>        <C>      <C>           <C>          <C>    
Investments in Alger American Fund Portfolios:
Growth                                                               --         28,797      (14,183)       14,614   $    11.92
Income and Growth                                                    --         21,212           (2)       21,210        11.49
Leveraged AllCap                                                     --         17,815      (10,558)        7,257        12.80
MidCap Growth                                                        --          4,990       (1,283)        3,707        11.59
Small Capitalization                                                 --          9,840       (4,348)        5,492        11.31

Investments in Janus Aspen Series Portfolios:
Flexible Income                                                      --         21,672       (1,290)       20,382        10.25
Balanced                                                             --         20,843           (3)       20,840        11.68
Growth                                                               --         15,874       (1,544)       14,330        11.85
Aggressive Growth                                                    --          1,708           --         1,708        12.26
Worldwide Growth                                                     --         38,206       (1,001)       37,205        10.68

Investments in Fidelity Variable Insurance Products
   Fund II Portfolios:
Asset Manager                                                        --          2,962           --         2,962        10.80
Contrafund                                                           --         10,315         (944)        9,371        11.45
Index 500                                                            --         34,212         (931)       33,281        11.36

Investments in Fidelity Variable Insurance Products
   Fund Portfolios:
Money Market                                                         --         95,033      (44,270)       50,763        10.14
Equity-Income                                                        --         37,057       (1,000)       36,057        10.83
Growth                                                               --         12,840       (4,224)        8,616        11.62
Overseas                                                             --          3,130       (1,330)        1,800        10.49

Investments in Federated Insurance Management Series
   Portfolios:
High Income Bond Fund  II                                            --          9,189       (2,395)        6,794         9.84
Utility Fund II                                                      --         19,603       (1,341)       18,262        11.13
U.S. Government Securities Fund II                                   --         19,029       (5,549)       13,480        10.26

Investments in Scudder Variable Life Investment Fund
   Portfolios:
Bond                                                                 --          1,902          (41)        1,861        10.18
Balanced                                                             --          3,482           --         3,482        11.03
Growth and Income                                                    --          7,306           --         7,306        10.52
Global Discovery                                                     --          1,992       (1,679)          313        10.76
International                                                        --          1,427           (4)        1,422        10.38

Investments in Strong Variable Insurance Funds, Inc. 
   Portfolios:
Discovery Fund II                                                    --             --           --            --        11.03
Growth Fund II                                                       --             --           --            --        11.41

Investment in Strong Opportunity Fund II, Inc. Portfolio:
Opportunity Fund II                                                  --            551           --           551        10.93

Investment in T. Rowe Price International Series, Inc. 
   Portfolio:
International Stock                                                  --          2,061           (6)        2,055        10.77

Investments in T. Rowe Price Equity Series, Inc. Portfolios:
New America Growth                                                   --          3,011       (1,493)        1,518        11.24
Mid-Cap Growth                                                       --          6,423         (551)        5,872        11.50
Equity Income                                                        --          6,696           --         6,696        10.78

Investments in MFS Variable Insurance Trust Portfolios:
Growth with Income Series                                            --          6,884           --         6,884        11.19
Research Series                                                      --          1,341       (1,341)           --        11.07
Emerging Growth Series                                               --          2,345           --         2,345        11.74
Total Return Series                                                  --          1,529           --         1,529        10.60
New Discovery Series                                                 --          3,242           --         3,242        11.35
</TABLE>
                                       23

<PAGE>
INDEPENDENT AUDITORS' REPORT



TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
LINCOLN BENEFIT LIFE COMPANY:

We have audited the accompanying  consolidated  statements of Financial Position
of Lincoln Benefit Life Company and subsidiary  (the "Company",  an affiliate of
The  Allstate  Corporation)  as of December  31, 1998 and 1997,  and the related
consolidated  Statements of Operations and Comprehensive  Income,  Shareholder's
Equity and Cash Flows for each of the three years in the period  ended  December
31, 1998. Our audits also included Schedule IV - Reinsurance. These consolidated
financial  statements and financial statement schedule are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects, the financial position of the Company as of December 31, 1998
and 1997,  and the results of its  operations and its cash flows for each of the
three years in the period ended  December 31, 1998 in conformity  with generally
accepted accounting principles. Also, in our opinion, Schedule IV - Reinsurance,
when considered in relation to the basic financial  statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.



/s/ Deloitte & Touche LLP

Chicago, Illinois
February 19, 1999







                                       F-1
<PAGE>                                 
                                      

                                                   
                                                                  
                          LINCOLN BENEFIT LIFE COMPANY
                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION



                                                              December 31,
                                                              ------------
($ in thousands)                                           1998          1997
                                                           ----          ----

Assets
Investments
    Fixed income securities, at fair value
        (amortized cost $149,898 and $141,553)          $  158,984  $  147,911
    Short-term                                               3,675       1,020
                                                        ----------  ----------
    Total investments                                      162,659     148,931

Cash                                                         1,735       4,220
Reinsurance recoverable from Allstate Life
    Insurance Company                                    6,933,084   6,732,755
Reinsurance recoverable from non-affiliates                191,092     127,182
Receivable from affiliates, net                             37,103      14,481
Other assets                                                30,919      31,976
Separate Accounts                                          763,416     447,658
                                                         ----------  ----------
             Total assets                               $8,120,008  $7,507,203
                                                         ==========  ==========

Liabilities
Reserve for life-contingent contract benefits           $  338,069  $  252,195
Contractholder funds                                     6,785,070   6,607,130
Current income taxes payable                                 3,659       1,128
Deferred income taxes                                        5,546       4,149
Other liabilities and accrued expenses                      64,470      43,609
Separate Accounts                                          763,416     447,658
                                                         ----------  ----------
             Total liabilities                           7,960,230   7,355,869
                                                         ----------  ----------

Commitments and Contingent Liabilities (Note 8)

Shareholder's Equity
Common stock, $100 par value, 30,000 shares
     authorized, 25,000 issued and outstanding                2,500       2,500
Additional capital paid-in                                  116,750     116,750
Retained income                                              34,622      27,952

Accumulated other comprehensive income:
   Unrealized net capital gains                               5,906       4,132
                                                         ----------  ----------
   Total accumulated other comprehensive income               5,906       4,132
                                                         ----------  ----------
   Total shareholder's equity                               159,778     151,334
                                                         ----------  ----------
   Total liabilities and shareholder's equity            $8,120,008  $7,507,203
                                                         ==========  ==========
                                                     

See notes to consolidated financial statements.


                                       F-2
<PAGE>


                                  
                                 
                                 


                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME


                                                        Year Ended December 31,
                                                        -----------------------
($ in thousands)                                      1998      1997       1996
                                                      ----      ----       ----
Revenues
Net investment income                               $10,240   $10,570   $ 9,519
Realized capital gains and losses                       134        17         6
                                                    -------   -------   -------
                                                     10,374    10,587     9,525
Costs and expenses
Provision for policy benefits (net of reinsurance
   recoveries of $496,140, $464,154 and $419,936)        --        --       465
Operating costs and expenses                             --        --       457
                                                    -------   -------   -------
                                                         --        --       922
                                                    -------   -------   -------


Income from operations before income tax expense     10,374    10,587     8,603
Income tax expense                                    3,704     3,735     3,020
                                                    -------   -------   -------

Net income                                            6,670     6,852     5,583
                                                    -------   -------   -------

Other comprehensive income, after tax
  Change in unrealized net capital gains and losses   1,774     2,331    (3,197)
                                                    -------   -------   -------

  Comprehensive income                              $ 8,444   $ 9,183   $ 2,386
                                                    =======   =======   =======



See notes to consolidated financial statements.


                                       F-3
<PAGE>
                                    
                                      
                                



                          LINCOLN BENEFIT LIFE COMPANY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY



                                                         December 31,
                                                         ------------
($ in thousands)                                  1998      1997        1996
                                                  ----      ----        ----

Common Stock                                   $   2,500  $   2,500   $   2,500
                                               ---------  ---------   ---------

Additional capital paid-in                       116,750    116,750     116,750
                                               ---------  ---------   ---------

Retained income
Balance, beginning of year                        27,952     21,110      18,060
Net income                                         6,670      6,852       5,583
Dividend-in-kind                                      --        (10)     (2,533)
                                               ---------  ---------   ---------
Balance, end of year                              34,622     27,952      21,110
                                               ---------  ---------   ---------

Accumulated other comprehensive income
Balance, beginning of year                         4,132      1,801       4,998
Change in unrealized net capital gains and loss    1,774      2,331      (3,197)
                                               ---------  ---------   ---------
Balance, end of year                               5,906      4,132       1,801
                                               ---------  ---------   ---------

      Total shareholder's equity               $ 159,778  $ 151,334   $ 142,161
                                               =========  =========   =========


See notes to consolidated financial statements.


                                       F-4
<PAGE>

                            

                                   
                               

                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                       Year Ended December 31,
                                                       -----------------------
($ in thousands)                                    1998        1997      1996
                                                    ----        ----      ----

Cash flows from operating activities
Net income                                       $  6,670   $  6,852   $  5,583
Adjustments to reconcile net income to net
 cash provided by operating activities
 Depreciation, amortization and other non-cash items   10         20         50
 Realized capital gains and losses                   (134)       (17)        (6)
 Changes in:
  Life-contingent contract benefits and
   contractholder funds                              (425)       427     (4,918)
    Income taxes payable                            2,973       (381)       143
    Other operating assets and liabilities         (1,047)    (4,606)    10,473
                                                 --------   --------   --------
     Net cash provided by operating activties       8,047      2,295     11,325
                                                 --------   --------   --------

Cash flows from investing activities
Fixed income securities
    Investment collections                         10,710     11,980      8,759
    Investment purchases                          (18,587)   (18,307)   (17,570)
Change in short-term investments, net              (2,655)       840      4,489
                                                 --------   --------   --------
    Net cash used in investing activities         (10,532)    (5,487)    (4,322)
                                                 --------   --------   --------

Net (decrease) increase in cash                    (2,485)    (3,192)     7,003
Cash at beginning of year                           4,220      7,412        409
                                                 --------   --------   --------
Cash at end of year                              $  1,735   $  4,220   $  7,412
                                                 ========   ========   ========

Supplemental disclosure of cash flow information
 Noncash financing activity:
  Dividend-in-kind to Allstate Life Insurance    $      -   $    (10) $ (2,533)
                                                 ========   ========   ========


  See notes to consolidated financial statements.


                                       F-5
<PAGE>

                                    


                                      

                                


                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


1.   General

Basis of presentation
The  accompanying consolidated financial  statements include the accounts of
Lincoln Benefit Life Company ("LBL") and its wholly owned  subsidiary, Allstate
Financial  Distributors,  Inc., formerly Lincoln Benefit Financial  Services,  a
registered broker-dealer  (collectively,  the "Company").  LBL is a wholly owned
subsidiary of Allstate Life Insurance Company ("ALIC"), which is wholly owned by
Allstate  Insurance  Company ("AIC"), a wholly owned subsidiary of The Allstate
Corporation (the  "Corporation").  These consolidated  financial statements have
been prepared in conformity with generally accepted accounting  principles.  All
significant intercompany accounts and transactions have been eliminated.

To conform with the 1998 presentation,  certain  amounts in the prior years'
financial statements and notes have been reclassified.

Nature of operations
The  Company  markets  a broad  line  of life  insurance  and  savings  products
primarily  through  independent  insurance  agents and brokers.  Life  insurance
includes  traditional  products such as whole life and term life  insurance,  as
well  as  variable  life,  universal  life  and  other  interest-sensitive  life
products.   Savings  products  include  deferred  annuities,  such  as  variable
annuities and fixed rate single and flexible  premium  annuities,  and immediate
annuities. In 1998, annuity premiums and deposits represented  approximately 70%
of the Company's total statutory premiums and deposits.

Annuity contracts and life insurance  policies issued by the Company are subject
to  discretionary  surrender or withdrawal  by customers,  subject to applicable
surrender  charges.  These  policies and contracts are reinsured  primarily with
ALIC (see Note 3),  which  invests  premiums  and deposits to provide cash flows
that will be used to fund future benefits and expenses.

The  Company  monitors  economic  and  regulatory  developments  which  have the
potential to impact its  business.  There  continues to be proposed  federal and
state  regulation  and  legislation  that, if passed,  would allow banks greater
participation  in the  securities  and insurance  businesses.  Such events would
present an increased level of competition  for sales of the Company's  products.
Furthermore,  the market for  deferred  annuities  and  interest-sensitive  life
insurance is enhanced by the tax  incentives  available  under  current law. Any
legislative  changes  which lessen  these  incentives  are likely to  negatively
impact the demand for these products. 

Additionally,  traditional  demutualizations  of mutual insurance  companies and
enacted and pending state  legislation to permit mutual  insurance  companies to
convert to a hybrid  structure  known as a mutual  holding  company could have a
number  of  significant  effects  on  the  Company  by (1)  increasing  industry
competition through  consolidation caused by mergers and acquisitions related to
the new  corporate  form of  business;  and (2)  increasing  competition  in the
capital markets.


The Company is authorized to sell life and savings products in all states except
New York,  as well as in the  District  of  Columbia,  Guam and the U.S.  Virgin
Islands.  The top geographic  locations for statutory  premiums and deposits for
the Company were California,  Wisconsin,  Florida, Pennsylvania and Illinois for
the year ended December 31, 1998. No other jurisdiction  accounted for more than
5% of statutory premiums and deposits. All premiums and deposits are ceded under
reinsurance agreements. 



                                       F-6
<PAGE>
                                


                                     
                               


                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)



2.  Summary of Significant Accounting Policies

Investments
Fixed income securities include bonds and mortgage-backed  securities. All fixed
income  securities  are  carried  at fair  value and may be sold  prior to their
contractual  maturity  ("available for sale").  The difference between amortized
cost and fair value,  net of deferred  income taxes, is reflected as a component
of shareholder's equity.  Provisions are recognized for declines in the value of
fixed income  securities  that are other than  temporary.  Such  writedowns  are
included  in  realized  capital  gains and losses.  Short-term investments are
carried at cost or amortized cost which approximates fair value.


Investment  income  consists  primarily of interest and  dividends on short-term
investments.  Interest  is  recognized  on an accrual  basis and  dividends  are
recorded at the ex-dividend date. Interest income on mortgaged-backed securities
is determined on the effective  yield method,  based on the estimated  principal
repayments.  Accrual of income is suspended for fixed income securities that are
in  default or when the  receipt  of  interest  payments  is in doubt.  Realized
capital gains and losses are determined on a specific identification basis.


Reinsurance
The Company has  reinsurance  agreements whereby premiums, contract charges,
credited interest,  policy benefits and certain expenses are ceded, primarily to
ALIC.  Such amounts are reflected net of such  reinsurance  in the  consolidated
statements  of operations  and  comprehensive  income.  The amounts shown in the
Company's consolidated  statements of operations and comprehensive income relate
to the investment of those assets of the Company that are not transferred  under
reinsurance  agreements.  Reinsurance  recoverable  and the related  reserve for
life-contingent   contract  benefits  and  contractholder   funds  are  reported
separately in the  consolidated  statements of financial  position.  The Company
continues to have primary liability as the direct insurer for risks reinsured.


Recognition of premium revenues and contract charges
Premiums for traditional  life insurance and certain  life-contingent  annuities
are recognized as revenue when due. Accident and disability  premiums are earned
on a pro rata basis over the policy  period.  Revenues  on  universal  life-type
contracts are comprised of contract  charges and fees, and are  recognized  when
assessed  against the  policyholder  account  balance.  Revenues  on  investment
contracts  include  contract  charges and fees for contract  administration  and
surrenders.  These  revenues  are  recognized  when levied  against the contract
balances.  Gross  premium  in  excess  of the net  premium  on  limited  payment
contracts  are deferred and  recognized  over the contract  period.  All premium
revenues and contract charges are reinsured.

Income taxes
The income tax provision is calculated  under the liability method and presented
net of  reinsurance.  Deferred tax assets and  liabilities are recorded based on
the  difference  between  the  financial  statement  and tax bases of assets and
liabilities at the enacted tax rates. Deferred income taxes arise primarily from
unrealized  capital gains or losses on fixed income  securities  carried at fair
value and differences in the tax bases of investments.

Separate Accounts
The Company issues flexible  premium  deferred  variable  annuities and variable
life policies,  the assets and  liabilities of which are legally  segregated and
reflected in the accompanying  consolidated  statements of financial position as
assets and liabilities of the Separate Accounts. The Company's Separate Accounts
consist of: Lincoln  Benefit Life Variable  Annuity  Account and Lincoln Benefit
Life Variable Life Account.  Each of the Separate  Accounts are unit  investment
trusts registered with the Securities and Exchange Commission.


                                       F-7
<PAGE>


                                   

                                   
                               


                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


The assets of the Separate Accounts are carried at fair value. Investment income
and realized  capital gains and losses of the Separate  Accounts accrue directly
to the contractholders and,  therefore, are not included in the Company's
consolidated  statements of operations and comprehensive income. Revenues to the
Company  from the  Separate  Accounts  consist of contract  maintenance fees,
administration fees, mortality and expense risk charges and cost of insurance
charges, all of which are reinsured with ALIC. 

Reserve for life-contingent contract benefits
The reserve for life-contingent contract benefits, which relates to traditional
life insurance,  fixed annuities with life contingencies, disability  insurance
and accident insurance, is computed on the basis of  assumptions  as to future
investment  yields,  mortality,  morbidity,  terminations and expenses.  These
assumptions, which for traditional life insurance are applied using the net
level premium method,  include provisions for adverse deviation and generally
vary by such  characteristics as type of  coverage, year of issue and policy
duration. Reserve interest rates ranged from 4.0% to 10.0% during 1998.

Contractholder funds
Contractholder funds arise from the issuance of individual or group policies and
contracts that include an investment component, including most fixed annuities
and universal life policies.  Payments received are recorded as interest-bearing
liabilities.  Contractholder  funds are equal to deposits received and interest
credited  to the  benefit  of the  contractholder  less  withdrawals, mortality
charges and  administrative  expenses.  During 1998, credited interest rates on
contractholder funds ranged from 4.40% to 9.25% for those contracts with fixed
interest rates and from 1.08% to 15.15% for those with flexible rates.

Use of estimates
The preparation of financial statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

New accounting standards
In 1998,  the  Company  adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting  Comprehensive  Income."  Comprehensive income is a
measurement of certain changes in shareholder's equity that result from
transactions and other economic events other than transactions with the
shareholder.  For the Company,  these consist of changes in unrealized gains and
losses on the investment portfolio (See Note 9).

In 1998,  the Company  adopted SFAS No. 131,  "Disclosures  about Segments of an
Enterprise and Related  Information."  SFAS No. 131 redefines how segments are
determined and requires additional segment disclosures for both annual and
interim  financial reporting.  The Company has identified itself as a single
operating segment.

Pending accounting standards
In December 1997, the Accounting  Standards  Executive Committee of the American
Institute of Certified Public Accountants ("AICPA") issued Statement of Position
("SOP")   97-3,   "Accounting by Insurance and Other Enterprises for
Insurance-related  Assessments."  The SOP is required to be adopted in 1999. The
SOP  provides guidance concerning when to recognize a liability for
insurance-related  assessments  and how those  liabilities  should be  measured.
Specifically,  insurance-related assessments should be recognized as liabilities
when all of the  following  criteria  have been met: 1) an  assessment  has been
imposed or it is  probable  that an  assessment  will be  imposed,  2) the event
obligating an entity to pay an assessment  has occurred and 3) the amount of the
assessment can be reasonably estimated.  The Company is currently evaluating the
effects of this SOP on its accounting for insurance-related assessments. Certain
information required for compliance is not currently available and therefore the
Company is studying  alternatives  for  estimating  the accrual. In  addition,
industry groups are working to


                                       F-8
<PAGE>


                               
                                   
                                
                                

                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


improve the information available.  Adoption of this standard is not expected to
be material to the results of operations or financial position of the Company.


3.   Related Party Transactions

Reinsurance

The Company has reinsurance agreements whereby premiums,  contract charges,
credited interest, policy benefits and certain expenses are ceded, and reflected
net of such cessions in the consolidated statements of operations and
comprehensive income. The amounts shown in the Company's consolidated statements
of operations and comprehensive  income  relate to the investment of those 
assets of the Company that are not transferred under reinsurance agreements. 
Reinsurance recoverable and the related reserve of life-contingent contract
benefits and contractholder funds are reported separately in the consolidated
statements of financial position.  The Company continues to have primary
liability as the direct insurer for risks reinsured.

Investment  income earned on the assets which support  contractholder  funds and
the reserve for life-contingent contract  benefits are not included in the
Company's consolidated financial statements as those assets are owned and
managed under terms of the reinsurance agreements.  The following amounts were
ceded to ALIC under reinsurance agreements.


                                                        Year ended December 31,
                                                        -----------------------
($ in thousands)                                       1998      1997      1996
                                                   --------  --------  --------

Premiums                                           $ 30,811  $ 34,834  $ 48,111
Contract charges                                    106,158    87,061    73,659
Credited interest, policy benefits, and other
     expenses                                       609,325   533,369   496,735

Effective  December 31, 1996,  the  reinsurance  treaty with ALIC was amended to
also include a paid up block of life business which was previously  retained by
the Company.  The  reinsurance  premium  related to the transfer was $8,255 on a
statutory  accounting basis and $5,712 based upon generally accepted  accounting
principles,  creating a dividend-in-kind  of $2,543. The premium is equal to the
sum of the aggregate policy reserves and policyholder  dividend  accumulation on
this block of business as of December 31, 1996.  The policy loans and accrued
interest  relating to this block of business totaled $554 and were also ceded to
ALIC as of December 31, 1996, creating a non-cash financing transaction.

Business operations
The Company utilizes services  provided by AIC and ALIC and business  facilities
owned or leased, and operated by AIC in conducting its business activities.  The
Company reimburses AIC and ALIC for the operating expenses incurred on behalf of
the Company. The cost to the Company is determined by various allocation methods
and is primarily related to the level of services provided.  Operating expenses,
including  compensation and retirement and other benefit programs,  allocated to
the  Company  were  $45,940,  $34,947,  and  $25,094  in 1998,  1997  and  1996,
respectively.  Of these costs, the Company retains  investment related expenses.
All other costs are ceded to ALIC under reinsurance agreements.



                                       F-9
<PAGE>

                                    

                                 
                              

                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


4.       Investments

Fair values
The amortized cost, gross unrealized gains and losses,  and fair value for fixed
income securities are as follows:



                                                  Gross Unrealized              
                                       Amortized  ----------------    Fair
                                        cost        Gains   Losses    value
                                      ----------- -------  --------  ----------
At December 31, 1998
U.S. government and agencies          $ 14,105  $  2,498  $      -   $ 16,603
Corporate                               84,547     3,548      (151)    87,944
Foreign government                       3,031       239         -      3,270
Mortgage-backed securities              48,215     2,972       (20)    51,167
                                      --------  --------  --------   --------
    Total fixed income securities     $149,898  $  9,257  $   (171)  $158,984
                                      ========  ========  ========   ========


At December 31, 1997
U.S. government and agencies          $ 14,598  $  1,760  $      -   $ 16,358
Corporate                               71,602     1,839      (297)    73,144
Foreign government                       3,040       229         -      3,269
Mortgage-backed securities              52,313     2,845       (18)    55,140
                                      --------  --------  --------   --------
    Total fixed income securities     $141,553  $  6,673  $   (315)  $147,911
                                     ========  ========  ========   ========
Scheduled maturities
The scheduled  maturities for fixed income securities are as follows at December
31, 1998:
                                                Amortized    Fair
                                                  cost       value
                                                ---------- --------

Due in one year or less                        $  4,525  $  4,554
Due after one year through five years            25,829    26,625
Due after five years through ten years           58,047    60,861
Due after ten years                              13,282    15,777
                                                --------  --------
                                                101,683   107,817
Mortgage-backed securities                       48,215    51,167
                                                -------   -------
     Total                                     $149,898  $158,984
                                               ========  ========


Actual maturities may differ from those scheduled as a result of prepayments by
the issuers.

Net investment income
Year ended December 31,                 1998      1997     1996
                                        ----      ----     ----
Fixed income securities                $10,375  $10,723  $ 9,825
Short-term investments                     231      160      215
                                       -------  -------  -------
  Investment income,before expense      10,606   10,883   10,040
  Investment expense                       366      313      521
                                       -------  -------  -------
    Net investment income              $10,240  $10,570  $ 9,519
                                       =======  =======  =======




                                       F-10
<PAGE>
                                     

                                  

                                     

                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


Realized capital gains and losses
Year ended December 31,                                  1998    1997    1996
                                                       ------  ------  ------

Fixed income securities                                $  134  $   17  $    6
    Income taxes                                           47       6       2 
                                                        ------  ------  ------
    Realized capital gains and losses, after tax       $   87  $   11  $    4
                                                        ======  ======  ======
 
Excluding calls and prepayments, there were no gains or losses realized on sales
of fixed income securities during 1998, 1997 and 1996.

Unrealized net capital gains
Unrealized   net  capital   gains  on  fixed  income   securities   included  in
shareholder's equity at December 31, 1998 are as follows:

<TABLE>
<CAPTION>


                                                        Gross unrealized      
                               Cost/                     ----------------    Unrealized
                           amortized cost   Fair value  Gains      Losses    net gains
                           -------------   ----------   ------     ------    ----------                     
<S>                           <C>           <C>         <C>       <C>        <C>    

Fixed income securities       $ 149,898     $ 158,984   $ 9,257   $ (171)    $ 9,086
                              =========      =========  ========  ========   
Deferred income taxes                                                         (3,180)                             
                                                                             ----------
Unrealized net capital gains                                                  $ 5,906  
                                                                             ==========   
                                                  
</TABLE>
                                                                           
Change in unrealized net capital gains and losses
Year ended December 31,                     1998      1997      1996
                                            ----      ----      ----
Fixed income securities                  $ 2,729   $ 3,585   $(4,918)
Deferred income taxes                       (955)   (1,254)    1,721
                                          -------  -------   --------
Increase (decrease) in unrealized net
     capital gains                       $ 1,774   $ 2,331   $(3,197)
                                         =======   =======   ========
Securities on deposit
At December 31, 1998, fixed income securities with a carrying value of $8,945
were on deposit with regulatory authorities as required by law.

5. Financial Instruments


In the normal  course of  business, the Company invests in various financial
assets and incurs various financial liabilities.  The fair value estimates of
financial instruments presented on the following page are not necessarily
indicative of the amounts the Company might pay or receive in actual market
transactions.  Potential taxes and other transaction costs have not been
considered in estimating fair value.  The disclosures that follow do not reflect
the fair value of the Company as a whole since a number of the Company's
significant assets (including reinsurance recoverable) and liabilities
(including traditional life and universal life-type insurance reserves, and
deferred income taxes) are not considered financial instruments and are not
carried at fair value.  Other assets and liabilities considered financial
instruments, such as accrued investment income and cash,  are generally of a
short-term nature. Their carrying values are assumed to approximate fair value.




                                       F-11
<PAGE>

                                  
                                    
                                
                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)

Financial assets
The  carrying  value and fair value of  financial  assets at December 31, are as
follows:

                                1998                 1997
                                ----                 ----
                         Carrying    Fair     Carrying   Fair
                          value      value      value    value
                          -------    ------   -------- -------

Fixed income securities  $158,984  $158,984  $147,911  $147,911
Short-term investments      3,675     3,675     1,020     1,020
Separate Accounts         763,416   763,416   447,658   447,658

Fair values for fixed income securities are based on quoted market prices where
available. Non-quoted securities are valued based on discounted cash flows using
current interest rates for similar securities. Short-term investments are highly
liquid  investments with maturities of less than one year whose carrying value
approximates fair value.  Separate Accounts assets are carried in the
consolidated  statements of financial position at fair value based on quoted
market prices.

Financial liabilities
The carrying  value and fair value of financial  liabilities at December 31, are
as follows:

                                   1998                     1997
                                   ----                     ----
                           Carrying    Fair       Carrying      Fair
                            value      value       value        value
                            -------  -------     ---------     ------
Contractholder funds on
 nvestment contracts    $5,220,485    $5,006,124   $5,188,474  $4,941,732
Separate Accounts          763,416       763,416      447,658     447,658


The fair value of contractholder funds on investment contracts is based on the
terms of the underlying contracts.  Reserves on investment contracts with no
stated maturities (single premium and flexible premium deferred annuities) are
valued at the account balance less surrender charges.  The fair value of
immediate annuities and annuities without life contingencies with fixed terms is
estimated using discounted cash flow calculations based on interest rates
currently offered for contracts with similar terms and durations.  Separate
Accounts liabilities are carried at the fair value of the underlying assets.


6.   Income Taxes

The Company joins the Corporation and its other eligible  domestic subsidiaries
(the "Allstate Group") in the filing of a consolidated federal income tax return
and is party to a federal income tax allocation  agreement  (the "Allstate Tax
Sharing Agreement").  Under the Allstate Tax Sharing Agreement, the Company pays
to or receives from the  Corporation  the amount,  if any, by which the Allstate
Group's federal income tax liability is affected by virtue of inclusion of the
Company in the consolidated federal income tax return. Effectively, this results
in the Company's annual income tax provision being computed, with adjustments,
as if the Company filed a separate return.

Prior to Sears, Roebuck and Co.'s ("Sears") distribution ("Sears distribution")
on June 30,  1995 of its 80.3% ownership in the Corporation to Sears
shareholders,  the Allstate Group, including the Company,  joined with Sears and
its domestic business units (the "Sears Group") in the filing of a consolidated
federal  income tax return (the "Sears Tax Group") and were parties to a federal
income tax allocation agreement (the "Tax Sharing  Agreement").  Under the Tax
Sharing  Agreement, the Company, through the Corporation,  paid to or received
from the Sears Group the amount,  if any, by which the Sears Tax Group's federal
income tax  liability  was affected by virtue of inclusion of the Company in the
consolidated federal income tax return.

                                       F-12
<PAGE>


                                    
                                    
    
                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)
                               

As a result of the Sears distribution, the Allstate Group was no longer included
in the  Sears Tax Group, and the Tax Sharing Agreement was terminated.
Accordingly, the Allstate Group and Sears Group entered into a new tax sharing
agreement,  which adopts many of the principles of the Tax Sharing Agreement and
governs their respective rights and obligations with respect to federal income
taxes for all periods prior to the Sears  distribution, including the treatment
of audits of tax returns for such periods.

The Internal Revenue Service ("IRS") has completed its review of the Allstate
Group's income tax returns through the 1993 tax year. Any adjustments that may
result from IRS examinations of tax returns are not expected to have a material
impact on the financial position, liquidity or result of operations of the
Company.

The components of the deferred income tax assets and liabilities at December 31,
are as follow:
                                          1998          1997
                                          ----          ----
Deferred assets
Separate Accounts                         $   -      $   393
                                         ------       -------
Deferred liabilities 
Unrealized net capital gains             (3,180)      (2,225)
Difference in tax bases of investments   (2,244)      (2,265)
Other liabilities                          (122)         (52)
                                        -------       -------
    Total deferred liabilities           (5,546)      (4,542)
                                        -------       -------
      Net deferred liability            $(5,546)     $(4,149)
                                         =======      =======

The  components of the income tax expense for the year ended at December 31, are
as follow:

                                1998     1997      1996
                                ----     ----      ----

Current                       $ 3,262  $ 4,321   $ 3,082
Deferred                          442     (586)      (62)
                              -------  -------   -------
    Total income tax expense  $ 3,704  $ 3,735   $ 3,020
                              =======  =======   =======

The Company paid income taxes of $731, $4,116 and $2,864 in 1998, 1997 and 1996,
respectively.  The Company had a current income tax liability of $3,659 and
$1,128 at December 31, 1998 and 1997, respectively.

A  reconciliation of the statutory federal income tax rate to the effective
income tax rate on income from operations for the year ended December 31, is as
follows:

                                     1998      1997       1996
                                     ----      ----       ----
Statutory federal income tax rate    35.0%     35.0%      35.0%
Other                                  .7        .3         .1
                                     -----     -----      -----
Effective income tax rate            35.7%     35.3%      35.1%
                                     =====     =====      =====


                                       F-13
<PAGE>
                                     
                                     

                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)



Prior to January 1, 1984, the Company was entitled to exclude certain amounts
from taxable income and accumulate such amounts in a "policyholder  surplus"
account. The balance in this account at December 31, 1998,  approximately $340,
will result in federal  income taxes  payable of $119 if distributed  by the
Company to ALIC. No provision for taxes has been made as the Company has no plan
to  distribute  amounts from this account.  No further additions to the account
have been permitted since the Tax Reform Act of 1984. 


7.       Statutory Financial Information

Permitted statutory accounting practices
The Company prepares its statutory financial statements in accordance with
accounting principles and practices prescribed or permitted by the Nebraska
Department of Insurance.  Prescribed statutory accounting practices include a
variety of publications of the National Association of Insurance Commissioners
("NAIC"), as well as state laws,  regulations and general administrative rules.
Permitted statutory  accounting practices encompass all accounting practices not
so prescribed.  The Company does not follow any permitted statutory accounting
practices that have a significant impact on statutory surplus or statutory net
income.

The NAIC's codification initiative has produced a comprehensive guide of revised
statutory accounting principles.  While the NAIC has approved a January 1, 2001
implementation date for the newly developed  guidance, companies must adhere to
the implementation date adopted by their state of domicile.  The Company's state
of domicile, Nebraska, is continuing its comparison of codification and current
statutory accounting requirements to determine the necessary revisions to
existing state laws and regulations. The requirements are not expected to have a
material impact on the statutory surplus of the Company.

Dividends
The ability of the Company to pay dividends is dependent on business conditions,
income, cash requirements of the Company and other relevant factors. The payment
of shareholder dividends by insurance companies without the prior approval of
the state insurance regulator is limited to formula amounts based on net income
and capital and surplus,  determined in  accordance with statutory accounting
practices, as well as the timing and amount of dividends paid in the preceding
twelve months. The maximum amount of dividends that the Company can distribute
during 1999 without prior approval of the Nebraska Department of Insurance is
$14,434.

                                       F-14
<PAGE>


                                  

                                      

                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


8.   Commitments and Contingent Liabilities

Leases

The Company leases certain office facilities.  Total rent expense for all leases
was  $1,358, $1,274 and $1,039 in 1998,  1997 and 1996,  respectively.  Minimum
rental commitments under  noncancelable operating leases with initial or
remaining term of more than one year as of December 31, are as follows:


                                                  1998
                                                  ----
                            1999                 $1,395
                            2000                  1,174
                            2001                     12
                            2002                     12
                            2003                     12
                            Thereafter              276
                                                 -------
                                                 $2,881
                                                 ======
In 1998, the Company accrued lease cancellation charges of $1,100 in
anticipation of terminating a particular lease, included in the table above, for
office space which is expected to be vacated by the end of 1999.

Regulation and legal proceedings
The Company's business is subject to the effects of a changing social, economic
and regulatory environment. Public and regulatory initiatives have varied and
have included employee benefit regulation, controls on medical care costs,
removal of barriers  preventing banks from engaging in securities and insurance
business, tax law changes affecting the taxation of insurance companies, and
tax treatment of insurance  products and its impact on the relative  
desirability of various personal investment vehicles,  and proposed 
legislation to prohibit the use of gender in determining insurance rates and 
benefits. The ultimate changes and eventual effects, if any, of these
initiatives are uncertain.

From time to time the Company is involved in pending and  threatened  litigation
in the normal course of its business in which claims for monetary damages are
asserted. In the opinion of management, the ultimate liability, if any, arising
from such pending or threatened litigation is not expected to have a material
effect on the results of operations, liquidity or financial position of the
Company.


                                       F-15
<PAGE>

                                     

                                     

<TABLE>
<CAPTION>



                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)



9.       Other Comprehensive Income

The components of other comprehensive income on a pretax and after-tax basis for
the year ended December 31, are as follows:

                                        1998                              1997                             1996
                               -----------------------------   -----------------------------     ----------------------------
<S>                           <C>        <C>        <C>         <C>        <C>     <C>            <C>        <C>        <C>
                                                      After-                          After-                          After-
                              Pretax       Tax       tax        Pretax      Tax      tax         Pretax      Tax        tax
                              ------     ------    --------     -------     ----     ------      -------     ----     ------
Unrealized capital gains 
and losses:
- -------------------------
Unrealized holding
   gains (losses) arising
   during the period          $ 2,863   $(1,002)   $ 1,861    $ 3,602  $ (1,260) $   2,342     $  (4,912)   $ 1,719   $ (3,193)
Less: reclassification
   adjustment for
   realized capital gains
   included in net income         134       (47)        87         17        (6)        11             6       (2)          4
                               -------   -------    -------    -------   --------   -------      -------    -------    -------
Unrealized net capital
   gains (losses)               2,729      (955)     1,774      3,585    (1,254)     2,331       (4,918)     1,721     (3,197)
                               -------    -------    ------    ------    -------   -------      --------    -------   --------
Other comprehensive
   income                     $ 2,729    $ (955)   $ 1,774    $ 3,585   $(1,254)   $ 2,331      $(4,918)   $ 1,721    $(3,197)
                               =======    =======   =======    =======   =======   =======      ========    =======   ========


</TABLE>


                                       F-16
<PAGE>
                                     


                                   
                          LINCOLN BENEFIT LIFE COMPANY
                            SCHEDULE IV- REINSURANCE
                                ($ in thousands)



                                    Gross                               Net
Year Ended December 31, 1998       amount           Ceded            amount
- ----------------------------      ------            -----            ------

Life insurance in force         $97,690,299  $    97,690,299  $            -
                                ===========  ===============  ==============
Premiums and contract charges:
         Life and annuities     $   287,839  $       287,839  $            -
         Accident and health          3,450            3,450               -
                                -----------  ---------------   ------------- 
                                $   291,289  $       291,289  $            -
                                ===========  ===============  ==============
                                                             

                                  Gross                             Net
Year Ended December 31, 1997     amount           Ceded            amount
- ----------------------------     -------          ------           ------

Life insurance in force         $72,754,000    $72,754,000     $            -
                                ===========    ===========      =============
Premiums and contract charges:
         Life and annuities     $   277,825    $   277,825     $            -
         Accident and health         35,217         35,217                  -
                                -----------    -----------      -------------
                                $   313,042    $   313,042     $            -
                                ===========    ===========      =============


                                   Gross                             Net
Year Ended December 31, 1996       amount         Ceded             amount
- ----------------------------       ------         -----             ------

Life insurance in force         $51,514,000    $51,514,000   $            -
                                ============    ===========   =============
Premiums and contract charges:
         Life and annuities    $    191,475    $   191,475   $            -
         Accident and health          9,566          9,566                -
                               -------------  -----------    --------------
                               $    201,041    $   201,041   $            -
                               ============    ===========   ==============

                         

                                       F-17
<PAGE>


   
                                     PART C

                                OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

     The  following  financial   statements  are  included  in  Part  A  of  the
Registration Statement:

         None

     The  following  financial   statements  are  included  in  Part  B  of  the
Registration Statement:

         The  financial  statements  of the Separate  Account as of December 31,
         1998  and for the  years  ended  December  31,  1998  and  1997 and the
         consolidated   financial  statements  (prepared  on  a  GAAP  basis  of
         accounting)  for Lincoln  Benefit  Life  Company and  subsidiary  as of
         December  31,  1998 and 1997  and for  each of the  three  years in the
         period ended December 31, 1998.

     The  following  financial   statements  are  included  in  Part  C  of  the
Registration Statement:

         None

(b)  Exhibits

  (1)  Resolution Establishing Separate Account...............    **
  (2)  Custody Agreements.....................................    Not Applicable
  (3)  (a) Form of Underwriting Agreement.....................    ******
        (b) Form of Selling Agreement.........................    **
  (4)  Variable Annuity Contract..............................    *****
  (5)  application for Contract...............................    ***
  (6)  Depositor - Corporate Documents
        (a)  Articles of Incorporation........................    *
        (b)  By-Laws..........................................    *
  (7)  Reinsurance Contract...................................    **
  (8)  Forms of Fund Participation Agreement:
        (a)  Janus Aspen Series...............................    *
        (b)  Variable Insurance Products Fund.................    *
        (c)  Variable Insurance Products Fund II..............    *
        (d)  IAI Retirement Funds, Inc........................    *****
        (e)  Federated Insurance Fund Management Series.......    *
        (f)  Scudder Variable Life Investment Fund............    *
        (g)  Alger American Fund..............................    ****
  (9)  Opinion of Counsel.....................................    *****
  (10)  (a)  Consent of Independent Auditors..................    Herewith
        (b)  Consent of Attorneys.............................    Herewith
  (11)  Financial Statements Omitted from Item 23.............    Not Applicable
  (12)  Initial Capitalization Agreement......................    Not Applicable
  (13)  Performance Computations..............................    ***
  (27)  Financial Data Schedules..............................    Not Applicable

*    Previously Filed on Form S-6, File No. 333-47717, filed March 11, 1998

**   Previously Filed on Form N-4, File No. 333-50545 and 811-7924,  filed April
     21, 1998

***  Previously  Filed on Form N-4, File No. 33-66786 and 811-7924,  filed April
     30, 1997

**** Previously  Filed  on Form  N-4,  File No.  33-66786  and  811-7924,  filed
     February 13, 1998

*****Previously  filed on Form N-4, File No.  33-66786 and 811-7924  filed April
     28, 1998.

******Previously  filed on Form N-4, File No.  333-50545,  and  811-7924,  filed
     January 28, 1999.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

The directors and principal  officers of Lincoln Benefit Life Company are listed
below.  Their  principal  business  address is 206 South 13th  Street,  Lincoln,
Nebraska 68508.

NAME                       POSITION/OFFICE WITH DEPOSITOR
- -----------------------    -----------------------------------------------------
Peter H. Heckman           Chairman of the Board of Directors, Chief Executive
                               Officer
B. Eugene Wraith           Director, President and Chief Operating Officer
Douglas F. Gaer            Director, Executive Vice President
Janet P. Anderbery         Vice President and Controller
John H. Coleman III        Director, Senior Vice President
Marvin P. Ehly             Director, Senior Vice President and Treasurer
Louis G. Lower             Director
John J. Morris             Director, Senior Vice President and Secretary
Robert E. Rich             Director, Executive Vice President
Kevin R. Slawin            Director
Michael J. Velotta         Director and Assistant Secretary
Carol S. Watson            Director, Senior Vice President, General Counsel,
                               and Assistant Secretary
Dean M. Way                Director, Senior Vice President
Patricia W. Wilson         Director
Tom Wilson                 Director
Thomas R. Ashley           Senior Vice President and Medical Director
Thomas J. Berney           Senior Vice President
Rodger A. Hergenrader      Senior Vice President
J. Scott Taylor            Senior Vice President
Bob W. Birman              Vice President
Kenny L. Gettman           Vice President
Thomas S. Holt             Vice President
Sharyn L. Jensen           Vice President
Maxine Payton              Vice President
Gregory C. Sernett         Vice President
Stanley G. Shelley         Vice President
Randy E. Tillis            Vice President

ITEM 26.  PERSONS  CONTROLLED  BY OR UNDER  COMMON  CONTROL  WITH  DEPOSITOR  OR
REGISTRANT

     See  Annual  Report  on Form  10-K of the  Allstate  Corporation,  File No.
1-11840, filed March 26, 1999.

ITEM 27.  NUMBER OF CONTRACT OWNERS

     As of April 10, 1998, the Registrant has 21,211  qualified  contract owners
and 13,584 non-qualified contract owners.

ITEM 28.  INDEMNIFICATION

     The Articles of Incorporation  of Lincoln Benefit Life Company  (Depositor)
provide for the  indemnification of its directors and officers against expenses,
judgments,  fines and amounts paid in settlement as incurred by such person,  so
long as such person shall not have been adjudged to be liable for  negligence or
misconduct in the performance of a duty to the Company.  This right of indemnity
is not exclusive of other rights to which a director or officer may otherwise be
entitled.
    

     The by-laws of Allstate Life Financial Services, Inc. (Distributor) provide
that the corporation  will indemnify a director,  officer,  employee or agent of
the  corporation  to the full extent of Delaware  law. In general,  Delaware law
provides that a corporation may indemnify a director, officer, employee or agent
against  expenses,  judgments,  fines and  amounts  paid in  settlement  if that
individual acted in good faith and in a manner he or she reasonably  believed to
be in or not opposed to the best interests of the corporation,  and with respect
to any criminal action or proceeding,  had no reasonable cause to believe his or
her  conduct  was  unlawful.  No  indemnification  shall be made  for  expenses,
including  attorney's fees, if the person shall have been judged to be liable to
the  corporation  unless a court  determines  such  person is  entitled  to such
indemnity.  Expenses  incurred by such  individual  in  defending  any action or
proceeding may be advanced by the  corporation so long as the individual  agrees
to  repay  the  corporation  if it is  later  determined  that  he or she is not
entitled to such indemnification.

     Under the terms of the form of Underwriting Agreement, the Depositor agrees
to indemnify the  Distributor  for any liability  that the latter may incur to a
Contract owner or party-in-interest under a Contract, (a) arising out of any act
or omission in the course of or in connection with rendering services under such
Agreement,  or (b) arising out of the  purchase,  retention  or  surrender  of a
Contract;  provided,  that the Depositor will not indemnify the  Distributor for
any such liability that results from the latter's willful misfeasance, bad faith
or gross negligence,  or from the reckless disregard by the latter of its duties
and obligations under the Underwriting Agreement.

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

ITEM 29.  PRINCIPAL UNDERWRITER

Allstate Life Financial  Services,  Inc.  (ALFS) serves as  distributor  for the
Registrant.  ALFS also  services as  distributor  for the Lincoln  Benefit  Life
Variable Life Account, which is another separate account of Lincoln Benefit. The
following  are the directors  and officers of Allsate Life  Financial  Services,
Inc.c.  Their principal  business address is 3100 Sanders Road,  Northbrook,  IL
60062.


NAME                       POSITION WITH DISTRIBUTOR
- --------------------       -------------------------
Louis G. Lower, II         Director
Kevin R. Slawin            Director
Michael J. Velotta         Director and Secretary
John Hunter                President and Chief Executive Officer
Diane Bellas               Vice President and Controller
Brent H. Hamann            Vice President
Karen Gardner              Vice President
Andrea J. Schur            Vice President
James P. Zils              Treasurer
Terry R. Young             General Counsel and Assistant Secretary
Lisa A. Burnell            Assistant Vice President and Compliance Officer
Robert N. Roeters          Assistant Vice President
Emma M. Kalaidjian         Assistant Secretary
Brenda D. Sneed            Assistant Secretary
Nancy M. Bufalino          Assistant Treasurer

    The  following  commissions  and other  compensation  were  received by each
principal  underwriter,  directly or indirectly,  from the Registrant during the
Registrant's last fiscal year:

                                       NET
                                  UNDERWRITING
                            DISCOUNTS    COMPENSATION
        NAME OF                AND            ON        BROKERAGE
 PRINCIPAL UNDERWRITER     COMMISSIONS    REDEMPTION   COMMISSIONS  COMPENSATION

LINCOLN BENEFIT FINANCIAL       0      $13,057,265.48       0              0
  SERVICES, INC.

Allstate Life Financial
  Services, Inc.                0              0            0              0

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

     The Depositor,  Lincoln Benefit Life Company,  is located at 206 South 13th
Street, Lincoln, Nebraska 68508.

     The Distributor, Allstate Life Financial Services, Inc., is located at 3100
Sanders Road, Northbrook, IL 60062

     Each company maintains those accounts and records required to be maintained
pursuant  to  Section  31(a)  of  the  Investment  Company  Act  and  the  rules
promulgated thereunder.


ITEM 31.  MANAGEMENT SERVICES

None.

ITEM 32.  UNDERTAKINGS

Registrant undertakes (1) to file post-effective amendments to this Registration
Statement as  frequently  as is  necessary to ensure that the audited  financial
statements in the  Registration  Statement are never more than 16 months old for
so long as payments under the variable annuity contracts may be accepted; (2) to
include either (A) as part of any application to purchase a Contract  offered by
the  prospectus  forming part of this  Registration  Statement,  a space that an
applicant can check to request a Statement of Additional  Information,  or (B) a
post  card or  similar  written  communication  affixed  to or  included  in the
prospectus  that the  applicant can remove to send for a Statement of Additional
Information,  and (3) to deliver any Statement of Additional Information and any
financial  statements required to be made available under this Form N-4 promptly
upon written or oral request.


REPRESENTATIONS

The Company hereby  represents that it is relying upon a No Action Letter issued
to the American  Council of Life Insurance  dated November 28, 1988  (Commission
ref. IP-6-88) and that the following provisions have been complied with:


    1. Include  appropriate  disclosure  regarding the  redemption  restrictions
imposed by Section  403(b)(11)  in each  registration  statement,  including the
prospectus, used in connection with the offer of the contract;

    2. Include  appropriate  disclosure  regarding the  redemption  restrictions
imposed by Section  403(b)(11) in any sales  literature  used in connection with
the offer of the contract;

    3. Instruct sales  representatives who solicit  participants to purchase the
contract  specifically to bring the redemption  restrictions  imposed by Section
403(b)(11) to the attention of the potential participants;

    4. Obtain from each plan  participant who purchases a Section 403(b) annuity
contract,  prior  to or at  the  time  of  such  purchase,  a  signed  statement
acknowledging  the  participant's  understanding  of  (a)  the  restrictions  on
redemption imposed by Section 403(b)(11),  and (2) other investment alternatives
available  under  the  employer's   Section  403(b)  arrangement  to  which  the
participant may elect to transfer his contract value.

SECTION 26(e) REPRESENTATIONS

The  Company  further  represents  that  fees and  charges  deducted  under  the
contract, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the Company.


                                   SIGNATURES

         As required by the Securities  Act of 1933 and the  Investment  Company
Act of  1940,  the  Registrant  certifies  that it  meets  the  requirements  of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to
the Registration Statement and has duly caused this Post-Effective  Amendment to
the Registration  Statement to be signed on its behalf,  in the City of Lincoln,
and the State of Nebraska, on this 15th day of April, 1999.


                          LINCOLN BENEFIT LIFE VARIABLE
                                  LIFE ACCOUNT
                                  (Registrant)

                        By: LINCOLN BENEFIT LIFE COMPANY
                                   (Depositor)


                             By: /s/B. Eugene Wraith
                           ---------------------------
                           B. Eugene Wraith, President
                           and Chief Operating Officer


         As  required  by  the  Securities  Act  of  1933,  this  Post-Effective
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:


SIGNATURE                                   TITLE                       DATE

/s/ B. EUGENE WRAITH
- ---------------------------------  President, Chief Operating
B. Eugene Wraith                    Officer and Director          April 15, 1999
(PRINCIPAL EXECUTIVE OFFICER)

      /s/ ROBERT E. RICH
- ---------------------------------  Executive Vice President       April 15, 1999
Robert E. Rich                      and Director

   /s/ MARVIN P. EHLY
- --------------------------------   Senior Vice President
Marvin P. Ehly                      Treasurer and Director        April 15, 1999
(PRINCIPAL FINANCIAL OFFICER)

    /s/ JANET P. ANDERBERY
- --------------------------------   Vice President and
Janet P. Anderbery                  Controller                    April 15, 1999
(PRINCIPAL ACCOUNTING OFFICER)

- ------------------------------     Chairman of the Board and      April 15, 1999
Peter H. Heckman                    Chief Executive Officer


- ------------------------------     Director                       April 15, 1999
Louis G. Lower, II

   /s/ JOHN H. COLEMAN III
- ------------------------------     Director                       April 15, 1999
John H. Coleman III

      /s/ JOHN J. MORRIS
- ------------------------------     Director                       April 15, 1999
John J. Morris

     /s/ DOUGLAS F. GAER
- ------------------------------     Director                       April 15, 1999
Douglas F. Gaer

- ------------------------------     Director                       April 15, 1999
Kevin Slawin

- ------------------------------     Director                       April 15, 1999
Michael J. Velotta

   /s/ CAROL S. WATSON
- ------------------------------     Director                       April 15, 1999
Carol S. Watson

       /s/ DEAN M. WAY
- ------------------------------     Director                       April 15, 1999
Dean M. Way

- ------------------------------     Director                       April 15, 1999
Patricia W. Wilson

- ------------------------------
Thomas J. Wilson, II               Director                       April 15, 1999



                                INDEX TO EXHIBITS

                                       FOR

                       REGISTRATION STATEMENT ON FORM N-4

                  Lincoln Benefit Life Variable Annuity Account


Exhibit No.                                   

10(a)  Consent of Independent Auditors
10(b)  Consent of Attorneys


                                                                   Exhibit 10(a)


INDEPENDENT AUDITORS' CONSENT

We consent to the use in this  Post-Effective  Amendment No. 11 to  Registration
Statement  No.  033-66786 of Lincoln  Benefit Life Variable  Annuity  Account of
Lincoln  Benefit Life Company on Form N-4 of our report dated  February 19, 1999
relating to the  consolidated  financial  statements and financial  statement of
Lincoln Benefit Life Company and our report dated March 19, 1999 relating to the
financial statements of Lincoln Benefit Life Variable Annuity Account, contained
in the Statement of Additional  Information  (which is incorporated by reference
in the Prospectus of Lincoln  Benefit Life Variable  Annuity  Account of Lincoln
Benefit Life Company),  which is part of such Registration Statement, and to the
reference to us under the heading "Experts" in such Prospectus.



/s/ Deloitte & Touche, LLP
Chicago, Illinois
April 12, 1999



                                                                   Exhibit 10(b)



Christopher S. Petito                                               202-965-8152



                                 April 15, 1999




Lincoln Benefit Life Company
Lincoln Benefit Life Variable Annuity Account
Lincoln Benefit Life Centre
Lincoln, Nebraska 68501-0469

Ladies and Gentlemen:

         We hereby consent to the reference to our name under the caption "Legal
Matters" in this Post-Effective  Amendment No. 11 to Registration  Statement No.
33-66786  (811-7924) of Lincoln  Benefit Life Variable  Annuity  Account on Form
N-4.  In giving  this  consent,  we do not admit that we are in the  category of
persons whose consent is required under Section 7 of the Securities Act of 1933.

                              Very truly yours,

                              Jorden Burt Boros Cicchetti Berenson & Johnson LLP




                              By:/s/ Christopher S. Petito
                                 -------------------------
                                 Christopher S. Petito



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