LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT
485BPOS, 2000-04-06
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      As filed with the Securities and Exchange Commission on April 6, 2000

                            '33 Act File No. 033-66786

                            '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. 12 [X]

          REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940 [ ]
                              Amendment No. 28 [X]
                  LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT
                          LINCOLN BENEFIT LIFE COMPANY
                                    Depositor
                             2940 South 84th Street
                             Lincoln, Nebraska 68506
                                    --------
                                 CAROL S. WATSON
                          Lincoln Benefit Life Company
                             2940 South 84th Street
                             Lincoln, Nebraska 68506
                                 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 pursuant to paragraph (b) of Rule 485
       60 days after filing  pursuant to paragraph (a) of Rule 485
       on May 1 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

<S>                                              <C>
PART A - PROSPECTUS

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>
<S>                                            <C>

ITEM NUMBER IN FORM N-4                        CAPTION

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: 2940 South 84th St., Lincoln, NE 68506

            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:


<PAGE>


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


<PAGE>

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, 2000. 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 [] 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, 2000.


================================================================================
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.............................
    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
<TABLE>
<CAPTION>

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

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

</TABLE>
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%


<PAGE>

<TABLE>
<CAPTION>

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

                                                                        MANAGEMENT FEE           OTHER EXPENSES         TOTAL
<S>                                                                         <C>                       <C>                <C>
JANUS ASPEN SERIES                                                 ------------------------------------------------------------
   Flexible Income (1)                                                      0.65%                    0.07%              0.72%
   Balanced(1)                                                              0.65%                    0.02%              0.67%
   Growth (1                                                                0.65%                    0.02%              0.67%
   Aggressive Growth (1)                                                    0.65%                    0.02%              0.67%
   Worldwide Growth (1)                                                     0.65%                    0.05%              0.70%

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
   Money Market                                                             0.18%                    0.09%              0.27%
   Equity-Income (2a)                                                       0.48%                    0.08%              0.56%
   Growth (2a)                                                              0.58%                    0.07%              0.65%
   Overseas (2a)                                                            0.73%                    0.14%              0.87%

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Asset Manager (2a)                                                       0.53%                    0.09%              0.62%
   Contrafund (2a)                                                          0.58%                    0.07%              0.65%
   Index 500 (2b)(after expense reimbursement)                              0.24%                    0.04%              0.28%

FEDERATED INSURANCE MANAGEMENT SERIES
   Utility II (3) (after fee waiver or expense reimbursement)               0.75%                    0.19%              0.94%
   U.S. Government Securities II (3) (after fee waiver or                   0.60%                    0.18%              0.78%
        expense reimbursement)
   High Income Bond II                                                      0.60%                    0.19%              0.79%

IAI Retirements Funds, Inc.
   IAI Regional                                                             0.65%                    0.23%              0.88%
   IAI Balanced (4) (net of expense reimbursements)                         0.65%                    0.32%               .97%
   IAI Reserve (4) (net of expense reimbursements)                          0.45%                    0.56%              1.01%

SCUDDER VARIABLE LIFE INVESTMENT FUND
   Bond                                                                     0.475%                   0.095%             0.57%
   Balanced                                                                 0.475%                   0.075%             0.55%

THE ALGER AMERICAN FUND
   Income and Growth                                                        0.625%                   0.075%             0.70%
   Small Capitalization                                                     0.85%                    0.05%              0.90%
   Growth                                                                   0.75%                    0.04%              0.79%
   Midcap Growth                                                            0.80%                    0.05%              0.85%
   Leveraged Allcap (5)                                                     0.85%                    0.08%              0.93%
</TABLE>



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

(1) Expenses  are based upon  expenses  for the fiscal year ended  December  31,
    1999,  restated to reflect a  reduction  in the  management  fee for Growth,
    Aggressive Growth,  Worldwide Growth, and Balanced Portfolios.  All expenses
    are shown without the effect of expense offset arrangements.

(2) (a)  A portion of  the  brokerage  commissions  the  Portfolio paid was used
         to reduce  its  expenses.  Additionally,  a portion of certain of these
         fund's  expenses  were  reduced  as  a  result  of  credits  earned  on
         uninvested cash balances through  arrangements with or on behalf of the
         Fund's custodian.  Without these reductions,  total operating  expenses
         for the following  portfolios would have been:  Equity Income -- 0.57%,
         Growth --  0.66%,  Overseas  --  0.91%,  Asset  Manager  -- 0.63%,  and
         Contrafund -- 0.67%.

    (b)  The Fund's  Investment  Adviser  agreed to  reimburse  a portion of the
         Index  500  Portfolio's  expenses  during  the  period.   Without  this
         reimbursement, the total operating expenses for the Index 500 Portfolio
         would have been 0.34%.

(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 1.19%,  respectively,  for the  Utility  Fund II; and
    0.60% and 1.03%,  respectively,  for the U.S. Government  Securities II, and
    0.60% and 1.04% respectively for the High Income Bond Fund 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
    0.99% for Balanced Portfolio, and 0.45% and 1.66% for Reserve Portfolio.

(5) Included  in the  Other  Expenses  of this  Portfolio is  0.01% of  interest
    expense.



<TABLE>
<CAPTION>

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.

                          Sub-Account                               1 Year         3 Years       5 Years        10 Years
- ------------------------------------------------------------------------------- --------------------------------------------
<S>                                                                   <C>            <C>            <C>            <C>
Janus Flexible Income                                                 $84           $126           $159           $255
Janus Balanced                                                        $84           $124           $156           $250
Janus Growth                                                          $84           $124           $156           $250
Janus Aggressive Growth                                               $84           $124           $156           $250
Janus Worldwide Growth                                                $84           $125           $158           $253

Fidelity VIP Money Market                                             $80           $113           $136           $208
Fidelity VIP Equity-Income                                            $83           $121           $151           $239
Fidelity VIP Growth                                                   $83           $124           $155           $248
Fidelity VIP Overseas                                                 $85           $130           $166           $271
Fidelity VIP II Contrafund                                            $83           $124           $155           $248
Fidelity VIP II Asset Manager                                         $83           $123           $154           $245
Fidelity VIP II Index 500                                             $80           $113           $136           $209

IAI Regional                                                          $86           $130           $167           $272
IAI Balanced                                                          $86           $133           $171           $281
IAI Reserve                                                           $87           $134           $173           $285

Federated Utility II                                                  $86           $132           $170           $278
Federated U.S. Government Securities II                               $85           $127           $162           $261
Federated High Income Bond II                                         $85           $128           $162           $262

Scudder Bond                                                          $83           $121           $151           $240
Scudder Balanced                                                      $82           $121           $150           $237

Alger American Income and Growth                                      $84           $125           $158           $253
Alger American Small Capitalization                                   $86           $131           $168           $274
Alger American Growth                                                 $85           $128           $162           $262
Alger American Midcap Growth                                          $85           $129           $165           $268
Alger American Leveraged AllCap                                       $86           $132           $169           $277
</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            $69           $119           $255
Janus Balanced                                                        $22            $68           $116           $250
Janus Growth                                                          $22            $68           $116           $250
Janus Aggressive Growth                                               $22            $68           $116           $250
Janus Worldwide Growth                                                $22            $69           $118           $253

Fidelity VIP Money Market                                             $18            $56           $96            $208
Fidelity VIP Equity-Income                                            $21            $65           $111           $239
Fidelity VIP Growth                                                   $22            $67           $115           $248
Fidelity VIP Overseas                                                 $24            $74           $127           $271
Fidelity VIP II Contrafund                                            $22            $67           $115           $248
Fidelity VIP II Asset Manager                                         $22            $66           $114           $245
Fidelity VIP II Index 500                                             $18            $56           $96            $209

IAI Regional                                                          $24            $74           $127           $272
IAI Balanced                                                          $25            $77           $132           $281
IAI Reserve                                                           $25            $78           $134           $285

Federated Utility II                                                  $25            $76           $130           $278
Federated U.S. Government Securities II                               $23            $71           $122           $261
Federated High Income Bond II                                         $23            $72           $122           $262

Scudder Bond                                                          $21            $65           $111           $240
Scudder Balanced                                                      $21            $64           $110           $237

Alger American Income and Growth                                      $22            $69           $118           $253
Alger American Small Capitalization                                   $24            $75           $128           $274
Alger American Growth                                                 $23            $72           $122           $262
Alger American Midcap Growth                                          $24            $73           $125           $268
Alger American Leveraged AllCap                                       $25            $76           $130           $277
</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
- --------------------------------------------------------------------------------
<PAGE>
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,
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. We will automatically  terminate this program if you
request a transfer outside of the program.  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, 1998
and  1999.  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,  1999,  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.

<PAGE>

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.
<PAGE>

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 2000,  our offices will be closed on November 24th.
For  transfers  requested  on this day,  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.

<PAGE>

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, 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
twenty five days 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 [] above.

The theory of dollar cost  averaging is that by spreading your  investment  over
time,  you may be able to reduce the effect of transitory  market  conditions on
your investment. In addition, because a given dollar amount purchases more units
when the unit prices are  relatively low rather than when the prices are higher,
in a fluctuating  market, the average cost per unit may be 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.
Moreover,  while we refer to this  program of periodic  transfers  generally  as
dollar cost averaging,  periodic  transfers from a subaccount with more volatile
performance experience is unlikely to produce the desired effects of dollar cost
averaging as would  transfers from a less volatile  subaccount.  You may not use
dollar cost averaging and portfolio rebalancing at the same time.

<PAGE>

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.  We
will  automatically  terminate this program if you request any transfers outside
the Portfolio  Rebalancing program. If you wish to resume Portfolio  Rebalancing
after it has been cancelled,  then you must complete a new Portfolio Rebalancing
form and send it to our home office.


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.
<PAGE>

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  primarily  seeks to provide a high
level of dividend income; its secondary goal is to provide capital appreciation.
The Portfolio  invests in dividend paying equity  securities,  such as common or
preferred  stocks,  preferably  those  which the  Manager  believes  also  offer
opportunities  for capital  appreciation.

Alger  American  Small   Capitalization   Portfolio  seeks   long-term   capital
appreciation.  It focuses on small, fast-growing companies that offer innovative
products,  services or technologies to a rapidly  expanding  marketplace.  Under
normal  circumstances,  the portfolio invests primarily in the equity securities
of small capitalization  companies.  A small capitalization  company is one that
has a market capitalization within the range of the Russell 2000 Growth Index or
the S&P SmallCap 600 Index.

Alger American Growth Portfolio seeks long-term capital appreciation. It focuses
on growing companies that generally have broad product lines, markets, financial
resources and depth of  management.  Under normal  circumstances,  the portfolio
invests  primarily in the equity  securities of large  companies.  The portfolio
considers  a large  company  to have a market  capitalization  of $1  billion or
greater.

Alger American MidCap Growth seeks long-term capital appreciation. It focuses on
midsize  companies with promising growth  potential. Under normal circumstances,
the portfolio  invests  primarily in the equity securities of companies having a
market capitalization within the range of companies in the S&P MidCap 400 Index.

Alger American Leveraged AllCap Portfolio seeks long-term capital  appreciation.
Under normal  circumstances,  the portfolio  invests in the equity securities of
companies  of  any  size  which  demonstrate  promising  growth  potential.  The
portfolio  can leverage,  that is,  borrow  money,  up to one-third of its total
assets to buy additional  securities.  By borrowing money, the portfolio has the
potential to increase its returns if the increase in the value of the securities
purchased  exceeds the cost of borrowing,  including  interest paid on the money
borrowed.


<PAGE>

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 U.S.  dollar-denominated  money  market  securities  of  domestic  and
foreign   issuers,   including   U.S.   government   securities  and  repurchase
agreements.

EQUITY-INCOME  PORTFOLIO  seeks  reasonable  income  normally  by  investing  in
income-producing equity securities. The goal is to achieve a yield which exceeds
the composite  yield on the securities  comprising  the S&P 500 Composite  Stock
Price Index.  At least 65% of this  Portfolio's  assets is normally  invested in
income-producing  common or preferred  stock.  The Portfolio,  however,  has the
flexibility  to invest  the  balance  in other  types of  domestic  and  foreign
securities, including bonds.

GROWTH PORTFOLIO seeks to achieve capital appreciation.  This Portfolio normally
invests  primarily in common  stocks  which are  believed to have above  average
growth potential.

<PAGE>

OVERSEAS   PORTFOLIO  seeks  long-term  growth  of  capital   primarily  through
investments in foreign  securities.  At least 65% of this Portfolio's  assets is
normally  invested in securities of issuers  outside of the United  States.  The
Portfolio normally diversifies its investments across 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% in stocks  (can  range  from
30-70%);  40% in bonds  (can  range from  20-60%);  and 10% in  short-term/money
market instruments (can range from 0-50%).

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.

INDEX 500 PORTFOLIO seeks investment results that correspond to the total return
of common stocks publicly traded in the U.S. as represented by the S&P 500 while
keeping transaction costs and other expenses low.


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


IAI Regional  Portfolio seeks capital  appreciation by investing at least 65% 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.

<PAGE>

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 Fund  pursues  its  investment
objective by  investing,  under normal  market  conditions,  at least 65% of its
assets in equity securities (including convertible securities) of companies that
derive at least 50% of their revenues from the provision of electricity, gas and
telecommunications related services.

Federated Fund for U.S.  Government  Securities II's investment  objective is to
provide current income. The fund pursues its objective by investing primarily in
U.S.  government  securities which include agency mortgage (FHLMC,  FNMA, GNMA),
U.S. Treasury and agency debenture securities.

Federated  High  Income  Bond Fund  II's  investment  objective  is to seek high
current income by investing primarily in a professionally  managed,  diversified
portfolio  of  fixed  income  securities.  The  Fund  provides  exposure  to the
high-yield, lower-rated corporate bond market. At least 65 percent of the Fund's
assets are invested in corporate bonds rated BBB or lower.  The adviser actively
manages the Fund's portfolio  seeking to realize the potentially  higher returns
of high-yield  bonds compared to returns of high-grade  securities by seeking to
minimize  default risk and other risks through  careful  security  selection and
diversification.

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  level of  income  consistent  with 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 equity
securities,  debt securities with maturities  generally  exceeding one year, and
money market instruments and other debt securities with maturities generally not
exceeding thirteen months. 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.

<PAGE>

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.

<PAGE>

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.

<PAGE>

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.

<PAGE>

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:

o the investment  results of the Subaccounts  you have selected,
o the Contract Value at the time you elected  annuitization,
o 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.

<PAGE>

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.

<PAGE>

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.

<PAGE>

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.

<PAGE>

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.
<PAGE>

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  penalties  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 your loan exceeds the loan value of the Subaccounts, then you may select from
the  Fixed  Account  for  the  balance  of the  loan.  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.
<PAGE>

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.
<PAGE>

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.
<PAGE>

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.
<PAGE>

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.
<PAGE>

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.
<PAGE>

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:
<TABLE>
<CAPTION>

                     WITHDRAWAL CHARGE TABLE
             Contribution            Withdrawal Charge

                 Year                       Percentage
                 -----                      ----------
<S>                                             <C>
    First and Second                            7%
    Third                                       6%
    Fourth                                      5%
    Fifth                                       4%
    Sixth                                       3%
    Seventh                                     2%
    Eighth and later                            0%



</TABLE>


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.
<PAGE>

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, Surety Life Insurance Company and Allstate Financial Services,
         L.L.C.,  or to  their  spouses or minor  children if these  individuals
         reside in the State of Nebraska.


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.
<PAGE>

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.
<PAGE>

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.
<PAGE>

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.

<PAGE>

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 includable 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.

<PAGE>

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:

o       made on or after the date the individual attains age 591/2,
o       made to a beneficiary after the owner's death,
o       attributable to the owner being disabled,
o       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.
<PAGE>

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:

o Individual  Retirement  Annuities or Accounts  (IRAs) under Section 408 of the
  Code;
o Roth IRAs under Section 408A of the Code; o Simplified  Employee Pension Plans
  under  Section  408(k) of the Code;
o Savings  Incentive  Match  Plans for Employees  (SIMPLE)  Plans under  Section
  408(p) of the Code;
o Tax  Sheltered Annuities  under  Section  403(b) of the Code;
o Corporate  and Self  Employed Pension  and  Profit  Sharing  Plans;  and
o State and  Local Government  and Tax-Exempt Organization Deferred Compensation
  Plans.
<PAGE>

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:

o    attains age 59 1/2,
o    separates from service,
o    dies,
o    becomes disabled, or
o    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.

<PAGE>

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 2940 South 84th 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.
<PAGE>

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.

Financial Statements

The financial statements of the Variable Annuity Account as of December 31, 1999
and for the  periods in the two years then  ended,  the  consolidated  financial
statements  and related  financial  statement  schedule of Lincoln  Benefit Life
Company as of December  31, 1999 and 1998 and for each of the three years in the
period ended December 31, 1999 and the accompanying Independent Auditors' Report
appear in the pages that follow. The financial statements of the Lincoln Benefit
included herein should be considered only as bearing upon the ability of Lincoln
Benefit to meet its obligations under the Contacts.

<PAGE>

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.


ALFS,  Inc.  ("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 and 1997.  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   and   $7,553,487
respectively. Of the gross commissions received, LBFS (as principal underwriter)
retained $242,501.90 and $243,193 respectively. The amounts not retained by LBFS
were paid to other independent  broker/dealers and registered representatives of
LBFS for distribution of the Contracts.

Lincoln  Benefit  does  not  pay  ALFS  a  commission  for  distribution  of the
Contracts.  The underwriting agreement with ALFS provides that we will reimburse
ALFS for expenses  incurred in distributing the Contracts,  including  liability
arising out of services we provide on the Contracts.

<PAGE>

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,  General  Counsel and
Secretary 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.

<PAGE>


                           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 the 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 Values 1

                                                  Accumulation    Accumulation        Number of Units
                                                 Unit Value 1       Unit Value         Outstanding at
                                                   Beginning         Ending             End of Year      Year
Fund                                                  ($)              ($)

<S>                                                   <C>              <C>                 <C>            <C>
Fidelity VIP Money Market                            12.05            12.50              3,210,449       1999
                                                     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                                  24.59            33.33              2,466,985       1999
                                                     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                           21.46            22.51              3,422,044       1999
                                                     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                                14.32            20.14              1,335,981       1999
                                                     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

VIP II Fidelity Asset Manager                        16.00            17.52              1,153,565       1999
                                                     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*                          17.49            21.43              2,294,148       1999
                                                     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**                          12.02            14.28              1,732,194       1999
                                                     10.00            12.02              1,052,148       1998

Scudder Bond                                         12.39            12.10                502,991       1999
                                                     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                                     19.44            22.11                883,754       1999
                                                     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                                15.03            15.06                748,162       1999
                                                     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                                       21.69            27.11              1,725,833       1999
                                                     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                                         23.91            33.95              2,478,426       1999
                                                     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                              22.83            50.75              1,531,639       1999
                                                     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                               23.67            38.39              3,222,820       1999
                                                     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                        14.45            14.58              1,087,087       1999
                                                     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


<PAGE>

Federated Utility Fund II                            17.96            18.01                639,124       1999
                                                     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                  12.61            12.36                638,219       1999
                                                     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                                         17.06            19.90                533,632       1999
                                                     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                                          11.61            11.66                 38,476       1999
                                                     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                                         15.91            16.25                180,094       1999
                                                     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**                         11.01            15.58                333,325       1999
                                                     10.00            11.01                217,169       1998

Alger MidCap Growth**                                12.17            15.83                257,838       1999
                                                     10.00            12.17                196,031       1998

Alger Growth**                                       13.66            18.02                676,378       1999
                                                     10.00            13.66                392,390       1998

Alger Leveraged AllCap**                             14.56            25.57                330,069       1999
                                                     10.00            14.56                106,760       1998

Alger Income and Growth**                            12.55            17.63                581,544       1999
                                                     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
Accuulation  Unit Value does not  reflect a deduction of  certain 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.


<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




<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.




<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, 2000.


                                TABLE OF CONTENTS



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.
<PAGE>

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 determine  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.
<PAGE>

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.
<PAGE>

                    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.
<PAGE>

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.
<PAGE>

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:

o        the date the employee attains age 59 1/2,
o        separates from service,
o        dies,
o        becomes disabled, or
o        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.
<PAGE>

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.
<PAGE>

                          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.
<PAGE>

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.


The  Fidelity  Money Market  Portfolio's  yield for the  seven-day  period ended
December  31,  1999 was  5.72%  and the  compound  effective  yield for the same
seven-day period was 5.88%.

<PAGE>

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.
<PAGE>

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.
<PAGE>

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.
<PAGE>

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, 1999.

<TABLE>
<CAPTION>

                     TOTAL RETURN -- AS OF DECEMBER 31, 1999
                          ASSUMING CONTRACT SURRENDERED

                                                                             AVERAGE ANNUAL TOTAL RETURN (4)
                                                         ----------------------------------------------------------
                                                                                                          SINCE
                                          INCEPTION                       5 YEAR         10 YEAR        INCEPTION
                                           DATE (3)      1 YEAR (%)         (%)            (%)             (%)
                                         -----------     -----------     ----------      ---------      -----------
<S>                                         <C>              <C>            <C>             <C>            <C>
JANUS
  Flexible Income..........................9/13/93          -4.65%          8.09%           N/A            6.38%
  Balanced ................................9/13/93          21.75%         22.34%           N/A           18.21%
  Growth (2)...............................9/13/93          39.10%         27.85%           N/A           23.00%
  Aggressive ..............................9/13/93         118.83%         34.22%           N/A           30.82%
  Worldwide Growth (2).....................9/13/93          59.18%         31.39%           N/A           25.57%

FEDERATED
  Utility II (2)...........................2/11/94          -3.77%         13.08%           N/A            9.72%
  U.S. Gov't II (2)........................3/28/94          -7.59%          3.39%           N/A            3.32%
  High Income Bond ........................3/1/94           -4.07%          8.25%           N/A            6.28%

FIDELITY VIP
  Money Market (1).........................4/1/82              N/A            N/A           N/A              N/A
  Equity Income (2)........................10/9/86           2.04%         16.69%           N/A           14.78%
  Growth (2)...............................10/9/86          35.49%         28.26%           N/A           22.79%
  Overseas (2).............................1/28/87          38.57%         15.77%           N/A           13.05%

FIDELITY VIP II
  Asset Manager (2)........................9/6/89            6.17%         13.68%           N/A            9.92%
  Contrafund (2)...........................1/3/95           20.96%            N/A           N/A           23.08%
  Index 500................................8/27/92          14.60%            N/A           N/A           19.14%

ALGER AMERICAN
  Income and Growth........................11/15/88         34.89%            N/A           N/A           34.09%
  Small Capitalization.....................9/21/88          35.29%            N/A           N/A           25.13%
  Growth...................................1/9/89           26.69%            N/A           N/A           35.10%
  MidCap...................................5/3/93           24.28%            N/A           N/A           25.74%
  Leveraged AllCap (2).....................1/25/95          70.72%            N/A           N/A           64.79%

SCUDDER
  Bond.....................................7/16/85          -8.03%          4.66%           N/A            2.89%
  Balanced.................................7/16/85           9.94%         17.95%           N/A           14.14%

INVESTMENT ADVISERS, INC. (IAI)
  Regional.................................1/31/94          12.40%         13.23%           N/A           11.57%
  Reserve (2)..............................4/7/94           -6.20%          2.02%           N/A            2.13%
  Balanced (2).............................2/3/94           -3.00%          9.26%           N/A            7.11%
</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.

<PAGE>


<TABLE>
<CAPTION>

                     TOTAL RETURN -- AS OF DECEMBER 31, 1999
                        ASSUMING CONTRACT NOT SURRENDERED

                                                                                  AVERAGE ANNUAL TOTAL RETURN (4)

                                                                            -------------------------------------------
                                                   MONTHLY      TOTAL                                          SINCE
                                    INCEPTION       RETURN     RETURN        1 YEAR    5 YEAR       10 YEAR  INCEPTION
                                      DATE (3)       (4) %    YTD (4) %        (%)       (%)         (%)        (%)
                                     ----------   ----------  ----------    --------   -------     -------   ---------
<S>                                    <C>          <C>           <C>         <C>        <C>         <C>       <C>
JANUS
  Flexible Income.....................9/13/93      -0.64%        0.07%        0.07%     8.66%        N/A      6.37%
  Balanced ...........................9/13/93       7.62%       24.84%       24.84%    22.52%        N/A     17.68%
  Growth (2)..........................9/13/93      10.57%       41.80%       41.80%    27.91%        N/A     21.93%
  Aggressive Growth ..................9/13/93      24.09%      121.99%      121.99%    34.17%        N/A     29.97%
  Worldwide Growth (2)................9/13/93      15.41%       61.96%       61.96%    31.54%        N/A     25.26%

FEDERATED
  Utility II (2)......................2/11/94      -0.27%        0.15%        0.15%    13.50%        N/A      9.95%
  U.S. Gov't II (2)...................3/28/94      -0.60%       -2.10%       -2.10%     4.06%        N/A      3.75%
  High Income Bond ...................3/1/94        0.86%        0.76%        0.76%     8.80%        N/A      6.61%

FIDELITY VIP
  Money Market (1)....................4/1/82          N/A          N/A          N/A       N/A        N/A        N/A
  Equity Income (2)...................10/9/86       0.89%        5.25%        5.25%    16.93%     12.81%     12.07%
  Growth (2)..........................10/9/86       9.96%       38.41%       38.41%    28.34%     18.39%     17.22%
  Overseas (2)........................1/28/87      11.54%       43.31%       43.31%    16.06%      9.96%     10.50%

FIDELITY VIP II
  Asset Manager (2)...................9/6/89        4.05%       10.52%       10.52%    14.11%     11.55%     11.34%
  Contrafund (2)......................1/3/95        8.75%       24.84%       24.84%       N/A        N/A     26.36%
  Index 500...........................8/27/92       5.74%       20.48%       20.48%    26.60%        N/A     19.50%

ALGER AMERICAN
  Income and Growth...................11/15/88     17.20%       40.29%       40.29%    30.96%     17.13%     15.94%
  Small Capitalization................9/21/88      14.34%       41.25%       41.25%    20.79%     16.43%     18.89%
  Growth..............................1/9/89        8.33%       31.72%       31.72%    28.96%     21.04%     20.66%
  MidCap..............................5/3/93       12.12%       29.85%       29.85%    24.23%        N/A     22.07%
  Leveraged AllCap (2)................1/25/95      18.49%       75.37%       75.37%       N/A        N/A     45.07%

SCUDDER
  Bond................................7/16/85      -0.28%       -2.45%       -2.45%     5.33%      5.75%      5.80%
  Balanced............................7/16/85       4.14%       13.57%       13.57%    18.30%     11.65%     11.21%

INVESTMENT ADVISERS, INC. (IAI)
  Regional............................1/31/94       7.73%       16.59%       16.59%    13.52%        N/A     11.71%
  Reserve (2).........................4/7/94       -0.13%       -0.18%       -0.18%     2.74%        N/A      2.60%
  Balanced (2)........................2/3/94        2.64%        1.66%        1.66%     9.79%        N/A      7.42%
</TABLE>

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

<TABLE>
<CAPTION>
<PAGE>

                                                                         CALENDAR YEAR RETURN (4)
                                                                       ---------------------------
                                      CUMULATIVE (4)
                                        INCEPTION      TOTAL RETURN     1996     1997       1998
                                         DATE (3)     SINCE INCEPTION %   (%)      (%)        (%)

                                       ------------     -----------    -------  -------    -------
<S>                                        <C>             <C>           <C>      <C>        <C>
JANUS
  Flexible Income.........................9/13/93         47.51%        7.54%    10.07%     4.84%
  Balanced ...............................9/13/93        178.70%       14.43%    20.25%    30.79%
  Growth (2)..............................9/13/93        248.50%       16.66%    20.89%    33.55%
  Aggressive Growth ......................9/13/93        421.01%        6.32%    10.96%    32.23%
  Worldwide Growth (2)....................9/13/93        313.04%       27.09%    20.30%    26.80%

FEDERATED
  Utility II (2)..........................2/11/94         74.78%        9.88%    24.72%    12.22%
  U.S. Gov't II (2).......................3/28/94         23.64%        2.63%     6.94%     6.03%
  High Income Bond .......................3/1/94          45.31%       12.58%    12.11%     1.14%

FIDELITY VIP
  Money Market (1)........................4/1/82            N/A          N/A        N/A       N/A
  Equity Income ..........................10/9/86       351.45%       12.55%     26.17%     9.94%
  Growth .................................10/9/86       718.20%       12.97%     21.61%    37.38%
  Overseas ...............................1/28/87       263.35%       11.50%      9.87%    11.04%

FIDELITY VIP II
  Asset Manager ..........................9/6/89        202.94%       12.87%     18.82%    13.31%
  Contrafund (2)..........................1/3/95        221.48%       19.47%     22.26%    28.01%
  Index 500...............................8/27/92       270.00%       20.86%     30.82%    26.37%

ALGER AMERICAN
  Income and Growth.......................11/15/88      418.11%       17.87%     34.22%    30.39%
  Small Capitalization....................9/21/88       603.56%        2.61%      9.71%    13.78%
  Growth..................................1/9/89        685.43%       11.63%     23.84%    45.83%
  MidCap..................................5/3/93        277.44%       10.20%     13.27%    28.33%
  Leveraged AllCap .......................1/25/95       526.31%       10.34%     17.87%    55.44%

SCUDDER
  Bond....................................7/16/85       126.03%        1.26%      7.45%     4.96%
  Balanced................................7/16/85       364.65%       10.20%     22.33%    21.32%

INVESTMENT ADVISERS, INC. (IAI)
  Regional................................1/31/94        92.48%       10.19%     11.73%     0.02%
  Reserve (2).............................4/7/94         15.86%        3.35%      3.04%     3.87%
  Balanced (2)............................2/3/94         52.60%        8.14%     14.83%    10.41%
</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. The Fidelity Investments Money Market
     Fund  experienced an SEC 7-day effective yield of 4.11% and a 7 day current
     yield of 4.03% as of November 30, 1999.

(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 consolidated  financial  statements and related financial statement schedule
of Lincoln Benefit Life Company as of December 31, 1999 and 1998 and for each of
the three  years in the  period  ended  December  31,  1999 that  appear in this
Statement of Additional  Information have been audited by Deloitte & Touche LLP,
independent  auditors,  as  stated in their  report  appearing  herein,  and are
included in reliance upon the report of such firm given upon their  authority as
experts in accounting and auditing.

The financial  statements of Lincoln Benefit Life Variable Annuity Account as of
December 31,  1999,  and for the periods in the two years then ended that appear
in this  Statement  of  Additional  Information  have been audited by Deloitte &
Touche LLP,  independent  auditors,  as stated in their report appearing herein,
and are  included  in  reliance  upon the  report of such firm  given upon their
authority as experts in accounting and auditing.



<PAGE>



FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------


The financial statements of the Variable Annuity Account as of December 31, 1999
and for the  periods in the two years then  ended,  the  consolidated  financial
statements  and related  financial  statement  schedule of Lincoln  Benefit Life
Company as of December  31, 1999 and 1998 and for each of the three years in the
period ended December 31, 1999 and the accompanying Independent Auditors' Report
appear in the pages that follow. The financial statements of the Lincoln Benefit
included herein should be considered only as bearing upon the ability of Lincoln
Benefit to meet its obligations under the Contacts.


<PAGE>

INDEPENDENT AUDITORS' REPORT


TO THE BOARD OF DIRECTORS AND SHAREHOLDER
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, 1999 and 1998, 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, 1999. 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, 1999
and 1998, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999 in conformity with generally
accepted accounting principles. 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 25, 2000

<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                                --------------------------
                                                                   1999            1998
                                                                -----------    -----------
($ in thousands, except par value)

<S>                                                             <C>            <C>
ASSETS
Investments
     Fixed income securities, at fair value
       (amortized cost $158,747 and $149,898)                   $   157,218    $   158,984
     Short-term                                                       1,919          3,675
                                                                -----------    -----------
          Total investments                                         159,137        162,659

Cash                                                                  1,110          1,735
Reinsurance recoverable from
     Allstate Life Insurance Company                              7,539,995      6,938,717
Reinsurance recoverables from non-affiliates                        260,324        199,997
Other assets                                                          4,447         12,286
Separate Accounts                                                 1,411,996        763,416
                                                                -----------    -----------
     TOTAL ASSETS                                               $ 9,377,009    $ 8,078,810
                                                                ===========    ===========

LIABILITIES
Reserve for life-contingent contract benefits                   $   419,117    $   346,974
Contractholder funds                                              7,369,664      6,785,070
Current income taxes payable                                          3,401          3,659
Deferred income taxes                                                   745          5,546
Payable to affiliates, net                                           12,723         10,536
Other liabilities and accrued expenses                                1,528          3,831
Separate Accounts                                                 1,411,996        763,416
                                                                -----------    -----------
          TOTAL LIABILITIES                                       9,219,174      7,919,032
                                                                -----------    -----------

COMMITMENTS AND CONTINGENT LIABILITIES  (NOTE 12)

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                                                      39,579         34,622
Accumulated other comprehensive (loss) income:
     Unrealized net capital (losses) gains                             (994)         5,906
                                                                -----------    -----------
          TOTAL ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME          (994)         5,906
                                                                -----------    -----------
          TOTAL SHAREHOLDER'S EQUITY                                157,835        159,778
                                                                -----------    -----------
          TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY            $ 9,377,009    $ 8,078,810
                                                                ===========    ===========
</TABLE>


See notes to consolidated financial statements.


                                       2
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31,
                                                    -------------------------------
($ in thousands)                                      1999        1998       1997
                                                    --------    --------   --------
<S>                                                 <C>         <C>        <C>
REVENUES
Net investment income                               $ 10,740    $ 10,078   $ 10,067
Realized capital gains and losses                       (913)        134         17
Other (expense) income                                (2,311)        162        503
                                                    --------    --------   --------

INCOME FROM OPERATIONS
  BEFORE INCOME TAX EXPENSE                            7,516      10,374     10,587
Income tax expense                                     2,559       3,704      3,735
                                                    --------    --------   --------

NET INCOME                                             4,957       6,670      6,852
                                                    --------    --------   --------

OTHER COMPREHENSIVE (LOSS) INCOME, AFTER TAX
Change in unrealized net capital gains and losses     (6,900)      1,774      2,331
                                                    --------    --------   --------

COMPREHENSIVE (LOSS) INCOME                         $ (1,943)   $  8,444   $  9,183
                                                    ========    ========   ========
</TABLE>


See notes to consolidated financial statements.


                                       3
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                ----------------------------------
($ in thousands)                                   1999         1998        1997
                                                ---------    ---------   ---------
<S>                                             <C>          <C>         <C>
COMMON STOCK                                    $   2,500    $   2,500   $   2,500
                                                ---------    ---------   ---------

ADDITIONAL CAPITAL PAID-IN                      $ 116,750    $ 116,750   $ 116,750
                                                ---------    ---------   ---------

RETAINED INCOME
Balance, beginning of year                      $  34,622    $  27,952   $  21,110
Net income                                          4,957        6,670       6,852
Dividend-in-kind                                        -            -         (10)
                                                ---------    ---------   ---------
Balance, end of year                               39,579       34,622      27,952
                                                ---------    ---------   ---------

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Balance, beginning of year                      $   5,906    $   4,132   $   1,801
Change in unrealized net capital gains
  and losses                                       (6,900)       1,774       2,331
                                                ---------    ---------   ---------
Balance, end of year                                 (994)       5,906       4,132
                                                ---------    ---------   ---------

     TOTAL SHAREHOLDER'S EQUITY                 $ 157,835    $ 159,778   $ 151,334
                                                =========    =========   =========
</TABLE>


See notes to consolidated financial statements.


                                       4
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                           --------------------------------
($ in thousands)                                             1999        1998        1997
                                                           --------    --------    --------
<S>                                                        <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                 $  4,957    $  6,670    $  6,852
Adjustments to reconcile net income to net cash
  provided by operating activities
     Depreciation, amortization and other non-cash items     (5,313)          2          20
     Realized capital gains and losses                          913        (134)        (17)
     Changes in:
          Life-contingent contract benefits and
            contractholder funds                             (4,868)      1,394         427
          Income taxes payable                               (1,343)      2,973        (381)
          Other operating assets and liabilities             11,344      (2,867)     (4,606)
                                                           --------    --------    --------
               Net cash provided by operating activities      5,690       8,038       2,295
                                                           --------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities
     Proceeds from sales                                     17,760           -           -
     Investment collections                                  13,580      10,710      11,980
     Investments purchases                                  (39,723)    (18,587)    (18,307)
Change in short-term investments, net                         2,068      (2,646)        840
                                                           --------    --------    --------
          Net cash used in investing activities              (6,315)    (10,523)     (5,487)
                                                           --------    --------    --------

NET DECREASE IN CASH                                           (625)     (2,485)     (3,192)
CASH AT THE BEGINNING OF YEAR                                 1,735       4,220       7,412
                                                           --------    --------    --------
CASH AT END OF YEAR                                        $  1,110    $  1,735    $  4,220
                                                           ========    ========    ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Noncash financing activity
     Dividend-in-kind to Allstate Life Insurance Company   $      -    $      -    $    (10)
                                                           ========    ========    ========
</TABLE>


See notes to consolidated financial statements.


                                       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, AFD, Inc.
(formerly Allstate Financial Distributors, Inc), 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 1999 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
consists of traditional products, including term and whole life,
interest-sensitive life, immediate annuities with life contingencies, variable
life and indexed life insurance. Savings products include deferred annuities and
immediate annuities without life contingencies. Deferred annuities include fixed
rate, market value adjusted, indexed and variable annuities. In 1999, annuity
premiums and deposits represented 80.9% 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. Recently enacted federal legislation will
allow for banks and other financial organizations to have greater participation
in the securities and insurance businesses. This legislation may 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, Florida, Wisconsin, Pennsylvania and Illinois for
the year ended December 31, 1999. No other jurisdiction accounted for more than
5% of statutory premiums and deposits. All premiums and deposits are ceded under
reinsurance agreements.


                                       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 short-term investment
dividends. 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 RECOVERABLE
The Company has reinsurance agreements whereby all premiums, contract charges,
credited interest, policy benefits and certain expenses are ceded. Such amounts
are reflected net of such reinsurance in the consolidated statements of
operations and comprehensive income. Investment income earned on the assets
which support contractholder funds and the reserve for life-contingent contract
benefits is not included in the Company's consolidated financial statements as
those assets are owned and managed under terms of the 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 INSURANCE REVENUE AND RELATED BENEFITS AND INTEREST CREDITED
Traditional life insurance products consist principally of products with fixed
and guaranteed premiums and benefits, primarily term and whole life insurance
products and certain annuities with life contingencies. Premiums from these
products are recognized as revenue when due. Benefits are recognized in relation
to such revenue so as to result in the recognition of profits over the life of
the policy and are reflected in contract benefits.

Interest-sensitive life contracts are insurance contracts whose terms are not
fixed and guaranteed. The terms that may be changed include premiums paid by the
contractholder, interest credited to the contractholder account balance and one
or more amounts assessed against the contractholder. Premiums from these
contracts are reported as deposits to contractholder funds. Contract charge
revenue consists of fees assessed against the contractholder account balance for
cost of insurance (mortality risk), contract administration and surrender
charges. Contract benefits include interest credited to contracts and claims
incurred in excess of related contractholder account balance.

Limited payment contracts, a type of immediate annuity with life contingencies
and single premium life contract, are contracts that provide insurance
protection over a contract period that extends beyond the period in which
premiums are collected. Gross premiums in excess of the net premium on limited
payment contracts are deferred and recognized over the contract period. Contract
benefits are recognized in relation to such revenues so as to result in the
recognition of profits over the life of the policy.

Contracts that do not subject the Company to significant risk arising from
mortality or morbidity are referred to as investment contracts. Fixed rate
annuities, market value adjusted annuities, indexed


                                       7
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ IN THOUSANDS)

annuities and immediate annuities without life contingencies are considered
investment contracts. Deposits received for such contracts are reported as
deposits to contractholder funds. Contract charge revenue for investment
contracts consists of charges assessed against the contractholder account
balance for contract administration and surrenders. Contract benefits include
interest credited and claims incurred in excess of the related contractholder
account balance.

Crediting rates for fixed rate annuities and interest-sensitive life contracts
are adjusted periodically by the Company to reflect current market conditions.
Crediting rates for indexed annuities and indexed life products are based on an
interest rate index, such as LIBOR or an equity index, such as the S&P 500.

Investment contracts also include variable annuity and variable life contracts
which are sold as Separate Accounts products. The assets supporting these
products are legally segregated and available only to settle Separate Accounts
contract obligations. Deposits received are reported as Separate Accounts
liabilities. The Company's contract charge revenue for these contracts consists
of charges assessed against the Separate Accounts fund balances for contract
maintenance, administration, mortality, expense and surrenders.

All premiums, contract charges, contract benefits and interest credited 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 deferred variable annuity and variable life contracts, the
assets and liabilities of which are legally segregated and recorded as assets
and liabilities of the Separate Accounts. Absent any contract provisions wherein
the Company contractually guarantees either a minimum return or account value to
the beneficiaries of the contractholders in the form of a death benefit, the
contractholders bear the investment risk that the Separate Accounts' funds may
not meet their stated objectives.

The assets of the Separate Accounts are carried at fair value. Separate Accounts
liabilities represent the contractholders' claim to the related assets and are
carried at the fair value of the assets. In the event that the asset value of
certain contractholder accounts are projected to be below the value guaranteed
by the Company, a liability is established through a charge to earnings.
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 Separate Accounts consist of contract maintenance
and administration fees, and mortality, surrender and expense charges.

RESERVE FOR LIFE-CONTINGENT CONTRACT BENEFITS
The reserve for life-contingent contract benefits, which relates to traditional
life insurance, immediate annuities with life contingencies and certain variable
annuity contract guarantees, is computed on the basis of assumptions as to
mortality, future investment yields, terminations and expenses at the time the
policy is issued. 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. Detailed reserve assumptions and reserve interest
rates are outlined in Note 6.


                                       8
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ IN THOUSANDS)

CONTRACTHOLDER FUNDS
Contractholder funds arise from the issuance of interest-sensitive life and
certain investment contracts. Deposits received are recorded as interest-bearing
liabilities. Contractholder funds are equal to deposits received, net of
commissions, and interest credited to the benefit of the contractholder less
withdrawals, mortality charges and administrative expenses. Detailed information
on crediting rates and surrender and withdrawal protection on contractholder
funds are outlined in Note 6.

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 1999, the Company adopted Statement of Position ("SOP") 97-3, "Accounting by
Insurance and Other Enterprises for Insurance-Related Assessments." 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. Adoption of this statement was not material to the
Company's results of operations or financial position.


3.   RELATED PARTY TRANSACTIONS

REINSURANCE
The Company has reinsurance agreements whereby certain premiums, contract
charges, credited interest, policy benefits and expenses are ceded to ALIC, and
reflected net of such reinsurance in the consolidated statements of operations
and comprehensive income. 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.

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.

<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
                                                ------------------------------
($ in thousands)                                  1999       1998       1997
                                                --------   --------   --------
<S>                                             <C>        <C>        <C>
Premiums                                        $ 60,451   $ 30,811   $ 34,834
Contract charges                                 127,403    106,158     87,061
Credited interest, policy benefits, and other
  expenses                                       684,704    624,620    533,369
</TABLE>

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 Company is charged for the cost of these operating expenses
based on the level of services provided. Operating expenses, including
compensation and retirement and other benefit programs, allocated to the Company
were $26,418,


                                       9
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ IN THOUSANDS)

$45,940 and $34,947 in 1999, 1998 and 1997, respectively. Of these costs, the
Company retains investment related expenses. All other costs are ceded to ALIC
under reinsurance agreements.

4.   INVESTMENTS

FAIR VALUES
The amortized cost, gross unrealized gains and losses, and fair value for fixed
income securities are as follows:

<TABLE>
<CAPTION>
                                                   GROSS UNREALIZED
                                                  ------------------
                                     AMORTIZED                            FAIR
                                        COST       GAINS     LOSSES       VALUE
                                     ---------    -------   --------    --------
<S>                                  <C>          <C>       <C>         <C>
AT DECEMBER 31, 1999
U.S. government and agencies         $  11,849    $   606   $    (30)  $  12,425
Corporate                               95,036        439     (3,282)     92,193
Municipal                               10,625         78       (108)     10,595
Mortgage-backed securities              41,237      1,372       (604)     42,005
                                     ---------    -------   --------    --------
     Total fixed income securities   $ 158,747    $ 2,495   $ (4,024)  $ 157,218
                                     =========    =======   ========    ========

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

SCHEDULED MATURITIES
The scheduled maturities for fixed income securities are as follows at December
31, 1999:

<TABLE>
<CAPTION>
                                         AMORTIZED    FAIR
                                            COST      VALUE
                                         ---------  --------
<S>                                      <C>        <C>
Due in one year or less                  $   2,000  $  1,999
Due after one year through five years       38,778    38,374
Due after five years through ten years      56,887    54,579
Due after ten years                         19,845    20,261
                                         ---------  --------
                                           117,510   115,213
Mortgage-backed securities                  41,237    42,005
                                         ---------  --------
     Total                               $ 158,747  $157,218
                                         =========  ========
</TABLE>

Actual maturities may differ from those scheduled as a result of prepayments by
the issuers.


                                       10
<PAGE>


                               LINCOLN BENEFIT LIFE COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   ($ IN THOUSANDS)

<TABLE>
<CAPTION>



NET INVESTMENT INCOME
YEAR ENDED DECEMBER 31,                   1999             1998           1997
                                          ----             ----           ----
<S>                                  <C>              <C>             <C>
Fixed income securities               $  10,380         $ 10,375       $ 10,032
 Short-term investments                     577              286            195
                                         ------           ------         ------
  Investment income, before expense      10,957           10,661         10,227
  Investment expense                        217              583            160
                                         ------           ------         ------
  Net investment income               $  10,740         $ 10,078       $ 10,067
                                      =========         ========       ========

REALIZED CAPITAL GAINS AND LOSSES
YEAR ENDED DECEMBER 31,                   1999             1998           1997
                                          ----             ----           ----

Fixed income securities               $   (913)         $   134        $     17
  Income taxes                            (320)              47               6
                                      --------          -------        --------
  Realized capital gains and losses,
    after tax                         $   (593)         $    87        $     11
                                      ========          =======        ========
</TABLE>

Excluding calls and prepayments, gross gains of $1 and gross losses of $914 were
realized on sales of fixed income securities during 1999. There were no gross
gains or losses realized on sales of fixed income securities during 1998 and
1997.

UNREALIZED NET CAPITAL GAINS AND LOSSES
Unrealized net capital gains on fixed income securities included in
shareholder's equity at December 31, 1999 are as follows:

<TABLE>
<CAPTION>

                                         COST/                               GROSS UNREALIZED           UNREALIZED
                                      AMORTIZED COST         FAIR VALUE     GAINS       LOSSES          NET LOSSES
                                      --------------         ----------     -----       ------          ----------
<S>                                     <C>                <C>            <C>          <C>            <C>

Fixed income securities                  $ 158,747          $ 157,218       $2,495     $ (4,024)       $  (1,529)
                                        ==========          =========       ======     ========
Deferred income taxes                                                                                        535
                                                                                                       ---------
Unrealized net capital losses                                                                          $    (994)
                                                                                                       =========
</TABLE>


<TABLE>
<CAPTION>






CHANGE IN UNREALIZED NET CAPITAL GAINS AND LOSSES
YEAR ENDED DECEMBER 31,                                 1999               1998               1997
                                                        ----               ----               ----
<S>                                               <C>                <C>                 <C>
     Fixed income securities                       $  (10,615)         $  2,729           $  3,585
     Deferred income taxes                              3,715              (955)            (1,254)
                                                   ----------          --------           --------
     (Decrease) increase in unrealized net
        capital gains                              $   (6,900)         $  1,774           $  2,331
                                                   ==========          ========           ========

</TABLE>




SECURITIES ON DEPOSIT
At December 31, 1999, fixed income securities with a carrying value
of $7,628 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 recoverables) and
liabilities (including traditional life

                                           11

<PAGE>


                            LINCOLN BENEFIT LIFE COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              ($ IN THOUSANDS)

and interest-sensitive life 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.

FINANCIAL ASSETS
The carrying value and fair value of financial assets at December 31, are as
follows:

<TABLE>
<CAPTION>

                                                  1999                        1998
                                                  ----                        ----
                                       CARRYING          FAIR      CARRYING          FAIR
                                        VALUE            VALUE      VALUE            VALUE
                                       --------          -----     --------          -----
<S>                                  <C>              <C>        <C>             <C>
Fixed income securities              $  157,218        $ 157,218  $ 158,984       $  158,984
Short-term investments                    1,919            1,919      3,675            3,675
Separate Accounts                     1,411,996        1,411,996    763,416          763,416

</TABLE>

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 are deemed to approximate 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:

<TABLE>
<CAPTION>

                                                 1999                         1998
                                                 ----                         ----
                                      CARRYING            FAIR      CARRYING        FAIR
                                       VALUE              VALUE      VALUE          VALUE
                                      --------            -----     --------        -----
<S>                                <C>                <C>           <C>            <C>

Contractholder funds on
  investment contracts              $ 5,716,583        $ 5,424,725  $ 5,220,485    $ 5,006,124
Separate Accounts                     1,411,996          1,411,996      763,416        763,416

</TABLE>

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.

                                           12

<PAGE>


                         LINCOLN BENEFIT LIFE COMPANY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              ($ IN THOUSANDS)


6.  RESERVE FOR LIFE-CONTINGENT CONTRACT BENEFITS AND CONTRACTHOLDER FUNDS

At December 31, the reserve for life-contingent contract benefits consists of
the following:

<TABLE>
<CAPTION>

                                                         1999              1998
                                                         ----              ----
<S>                                                  <C>                <C>
          Immediate annuities                         $ 79,269          $  56,683
          Traditional life                             312,130            228,734
          Other                                         27,718             61,557
                                                      --------          ---------
             Total life-contingent contract benefits  $419,117          $ 346,974
                                                      ========          =========
</TABLE>

The assumptions for mortality generally utilized in calculating reserves
include, the 1983 group annuity mortality table for immediate annuities; and
actual Company experience plus loading for traditional life. Interest rate
assumptions vary from 4.4% to 9.3% for immediate annuities and 4.0% to 8.0% for
traditional life. Other estimation methods used include the present value of
contractually fixed future benefits for immediate annuities and the net level
premium reserve method using the Company's withdrawal experience rates for
traditional life.

At December 31, contractholder funds consists of the following:


<TABLE>
<CAPTION>

                                                         1999              1998
                                                         ----              ----
<S>                                                <C>               <C>

          Interest-sensitive life                   $ 1,656,087      $  1,572,478
          Fixed annuities:
            Immediate annuities                         123,637           105,692
            Deferred annuities                        5,589,940         5,106,900
                                                    -----------      ------------
            Total contractholder funds              $ 7,369,664      $  6,785,070
                                                    ===========      ============
</TABLE>

Contractholder funds are equal to deposits received, net of commissions, and
interest credited to the benefit of the contractholder less withdrawals,
mortality charges and administrative expenses. Interest rates credited range
from 5.2% to 7.4% for interest-sensitive life contracts; 4.4% to 9.3% for
immediate annuities and 1.6% to 26.2% for deferred annuities. Withdrawal and
surrender charge protection includes: i) for interest-sensitive life, either a
percentage of account balance or dollar amount grading off generally over 20
years; and, ii) for deferred annuities not subject to a market value adjustment,
either a declining or a level percentage charge generally over nine years or
less. Approximately 10% of deferred annuities are subject to a market value
adjustment.

7. REINSURANCE

The Company purchases reinsurance to limit aggregate and single losses on large
risks. The Company continues to have primary liability as the direct insurer for
risks reinsured. Estimating amounts of reinsurance recoverable is impacted by
the uncertainties involved in the establishment of loss reserves. Failure of
reinsurers to honor their obligations could result in losses to the Company.

The Company cedes a portion of the mortality risk on certain term life policies
with a pool of reinsurers.

Amounts recoverable from reinsurers are estimated based upon assumptions
consistent with those used in establishing the liabilities related to the
underlying reinsured contracts. Except for ALIC, no single

                                 13

<PAGE>


                           LINCOLN BENEFIT LIFE COMPANY
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               ($ IN THOUSANDS)

reinsurer had a material obligation to the Company nor is the Company's
business substantially dependent upon any reinsurance contract.

The following amounts were ceded to third parties under reinsurance
agreements:

<TABLE>
<CAPTION>

                                                     YEAR ENDED DECEMBER 31,
                                                 1999        1998         1997
                                                 ----        ----         ----
<S>                                        <C>           <C>          <C>
Premiums                                    $  201,889    $ 154,320    $173,855
Policy benefits and other expenses             182,389      202,676     182,799

</TABLE>


8.  CORPORATION RESTRUCTURING

On November 10, 1999 the Corporation announced a series of strategic
initiatives to aggressively expand its selling and servicing capabilities.
The Corporation also announced that it is implementing a program to reduce
expenses by approximately $600 million.  The reduction will result in the
elimination of approximately 4,000 current non-agent positions, across all
employment grades and categories by the end of 2000, or approximately 10% of
the Corporation's non-agent work force. The impact of the reduction in
employee positions is not expected to materially impact the results of
operations of the Company.

These cost reductions are part of a larger initiative to redeploy the cost
savings to finance new initiatives including investments in direct access and
internet channels for new sales and service capabilities, new competitive
pricing and underwriting techniques, new agent and claim technology and
enhanced marketing and advertising.  As a result of the cost reduction
program, the Corporation recorded restructuring and related charges of $81
million pretax during the fourth quarter of 1999. The Corporation anticipates
that additional pretax restructuring related charges of approximately $100
million will be expensed as incurred throughout 2000. The Company's allocable
share of these expenses were immaterial in 1999 and are expected to be
immaterial in 2000.

9.  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 June 30, 1995, the Corporation was a subsidiary of Sears Roebuck &
Co. ("Sears") and, with its eligible domestic subsidiaries, was included in
the Sears consolidated federal income tax return and federal income tax
allocation agreement. Effective June 30, 1995, the Corporation and Sears
entered into a new tax sharing agreement, which governs their respective
rights and obligations with respect to federal income taxes for all periods
during which the Corporation was a subsidiary of Sears, 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 federal income tax returns through the 1993 tax year. Any adjustments
that may result from IRS examinations of tax returns

                                      14

<PAGE>


                        LINCOLN BENEFIT LIFE COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             ($ IN THOUSANDS)


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:

<TABLE>
<CAPTION>

                                                       1999             1998
                                                       ----             ----
<S>                                               <C>                <C>
DEFERRED ASSETS
Unrealized net capital losses                     $     535          $      -
Other assets                                            897                 -
                                                  ---------          --------
   Total deferred assets                              1,432                 -

DEFERRED LIABILITIES
Difference in tax bases of investments               (2,177)           (2,244)
Unrealized net capital gains                              -            (3,180)
Other liabilities                                         -              (122)
                                                  ---------          --------
  Total deferred liabilities                         (2,177)           (5,546)
                                                  ---------          --------
  Net deferred liability                          $    (745)         $ (5,546)
                                                  =========          ========

</TABLE>

The components of the income tax expense for the year
ended at December 31, are as follow:

<TABLE>
<CAPTION>

                                          1999           1998         1997
                                          ----           ----         ----
<S>                                   <C>             <C>          <C>
Current                                $  3,645        $ 3,262      $ 4,321
Deferred                                 (1,086)           442         (586)
                                       --------        -------      -------
   Total income tax expense            $  2,559        $ 3,704      $ 3,735
                                       ========        =======      =======

</TABLE>

The Company paid income taxes of $3,902, $731 and $4,116 in 1999, 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:

<TABLE>
<CAPTION>

                                          1999           1998         1997
                                          ----           ----         ----
<S>                                       <C>            <C>          <C>
Statutory federal income tax rate         35.0%          35.0%        35.0%
Other                                     (1.0)            .7           .3
                                          ----           ----         ----
Effective income tax rate                 34.0%          35.7%        35.3%
                                          ====           ====         ====

</TABLE>

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, 1999, approximately
$340, will result in federal income taxes payable of $119 if distributed by
the Company.  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.

                                        15

<PAGE>


                        LINCOLN BENEFIT LIFE COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             ($ IN THOUSANDS)


10.  STATUTORY FINANCIAL INFORMATION

The Company's statutory capital and surplus was $153,632 and $146,842 at
December 31, 1999 and 1998, respectively. The Company's statutory net income
was $6,091, $7,201 and $6,665 for the years ended December 31, 1999, 1998 and
1997, respectively.

PERMITTED STATUTORY ACCOUNTING PRACTICES
The Company prepares its statutory financial statements in accordance with
accounting 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
statutory accounting principles, which the Company will implement in January
2001. The Company's state of domicile, Nebraska, has passed legislation revising
various statutory accounting requirements to conform to codification. These
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 the Company 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 2000 without prior approval of the Nebraska Department of Insurance is
$15,113.

RISK-BASED CAPITAL
The NAIC has a standard for assessing the solvency of insurance companies, which
is referred to as risk-based capital ("RBC"). The requirement consists of a
formula for determining each insurer's RBC and a model law specifying regulatory
actions if an insurer's RBC falls below specified levels. The RBC formula for
life insurance companies establishes capital requirements relating to insurance,
business, asset and interest rate risks. At December 31, 1999, RBC for the
Company was significantly above a level that would require regulatory action.

                                          16


<PAGE>

                             LINCOLN BENEFIT LIFE COMPANY
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   ($ IN THOUSANDS)

11.  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:

<TABLE>
<CAPTION>

                                         1999                            1998                            1997
                              -----------------------------   --------------------------      ---------------------------------
                                                   After-                          After-                               After-
                              Pretax     Tax       Tax        Pretax     Tax        Tax        Pretax         Tax         Tax
                              ------     ---       ------     ------     ---       ------      ------         ---       ------
<S>                       <C>         <C>      <C>          <C>       <C>         <C>        <C>         <C>          <C>
UNREALIZED CAPITAL GAINS
 AND LOSSES:
- -------------------------
 Unrealized holding
   (losses) gains arising
   during the period        $ (11,528)  $ 4,035  $ (7,493)    $ 2,863   $(1,002)   $ 1,861     $ 3,602     $ (1,260)    $ 2,342
 Less: reclassification
   adjustments                   (913)      320      (593)        134       (47)        87          17           (6)         11
                            ---------   -------  --------     -------   -------    -------     -------     --------     -------
 Unrealized net capital
   (losses) gains             (10,615)    3,715    (6,900)      2,729      (955)     1,774       3,585       (1,254)      2,331
                            ---------   -------  --------     -------  --------    -------     -------     --------     -------
 Other comprehensive
   (loss) income            $ (10,615)  $ 3,715  $ (6,900)    $ 2,729   $  (955)   $ 1,774     $ 3,585     $ (1,254)    $ 2,331
                            =========   =======  ========     =======   =======    =======     =======     ========     =======

</TABLE>

12.  COMMITMENTS AND CONTINGENT LIABILITIES

LEASES
The Company leases certain office facilities and computer equipment.
Total rent expense for all leases was $2,042, $1,743 and $1,596 in 1999, 1998
and 1997, 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:

<TABLE>
<CAPTION>

                                                          1999
                                                          ----
                                     <S>              <C>
                                           2000         $ 1,815
                                           2001             296
                                           2002              12
                                           2003              12
                                           2004              12
                                     Thereafter             264
                                                        -------
                                                        $ 2,411
                                                        =======

</TABLE>

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, removal of barriers preventing banks
from engaging in the 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

                                  17


<PAGE>


                             LINCOLN BENEFIT LIFE COMPANY
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   ($ IN THOUSANDS)


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.

GUARANTY FUNDS
Under state insurance guaranty fund laws, insurers doing business in a state can
be assessed, up to prescribed limits, for certain obligations of insolvent
insurance companies to policyholders and claimants. The Company's expenses
related to these funds have been immaterial. These expenses are ceded to ALIC
under reinsurance agreements.

MARKETING AND COMPLIANCE ISSUES
Companies operating in the insurance and financial services markets have come
under the scrutiny of regulators with respect to market conduct and compliance
issues. Under certain circumstances, companies have been held responsible for
providing incomplete or misleading sales materials and for replacing existing
policies with policies that were less advantageous to the policyholder. The
Company monitors its sales materials and enforces compliance procedures to
mitigate any exposure to potential litigation. The Company is a member of the
Insurance Marketplace Standards Association, an organization which advocates
ethical market conduct.


13. SALE OF BUILDING

Included within other income and expenses in the Company's consolidated
statements of operations and comprehensive income for 1999, is a write-down of
$798 associated with the sale of the Company's building in Lincoln, Nebraska
which occurred in the first quarter of 2000. Also included in other income and
expenses is the write-down of $1,200 related to unamortized building
improvements recognized in the third quarter of 1999 when the building was
vacated by the Company.


14. SUBSEQUENT EVENT

On January 13, 2000, the Company declared a dividend of all the common shares of
AFD, Inc stock to ALIC. AFD, Inc income (loss) after taxes, included within
other income and expenses and income tax expense was ($9), $136, and $580 in
1999, 1998 and 1997, respectively. Total assets for AFD, Inc were immaterial to
the Company in total at December 31, 1999 and 1998.


                                18

<PAGE>


                                LINCOLN BENEFIT LIFE COMPANY
                                 SCHEDULE IV - REINSURANCE
                                       ($ IN THOUSANDS)

<TABLE>
<CAPTION>

                                       GROSS                        NET
YEAR ENDED DECEMBER 31, 1999           AMOUNT         CEDED        AMOUNT
- ----------------------------           ------         -----        ------
<S>                              <C>             <C>            <C>
Life insurance in force           $ 109,520,029   $ 109,520,029  $       -
                                  =============   =============  =========

Premiums and contract charges:
       Life and annuities         $     369,540   $     369,540  $       -
       Accident and health               20,203          20,203          -
                                  -------------   -------------  ---------
                                  $     389,743   $     389,743  $       -
                                  =============   =============  =========


                                     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  $       -
                                  =============   =============  =========

</TABLE>

                                           19


<PAGE>

                                -----------------------------------------------
                                LINCOLN BENEFIT LIFE
                                VARIABLE ANNUITY
                                ACCOUNT

                                FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999
                                AND FOR THE PERIODS ENDED DECEMBER 31, 1999 AND
                                DECEMBER 31, 1998, AND INDEPENDENT AUDITORS'
                                REPORT






<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 Lincoln Benefit
Life Variable Annuity Account as of December 31, 1999 (including the assets
of each of the individual sub-accounts which comprise the Account as
disclosed in Note 1), and the related statements of operations for the period
then ended and the statements of changes in net assets for each of the
periods in the two year period then ended for each of the individual
sub-accounts which comprise the Account. These financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned at December 31, 1999
by correspondence with the account custodians. 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 Lincoln Benefit Life Variable Annuity
Account as of December 31, 1999 (including the assets of each of the
individual sub-accounts which comprise the Account), and the results of
operations for each of the individual sub-accounts for the period then ended
and the changes in their net assets for each of the periods in the two year
period then ended in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Chicago, Illinois
March 27, 2000


<PAGE>


LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENT OF NET ASSETS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                             <C>
      ($ and shares in thousands)

      NET ASSETS
      Allocation to Sub-Accounts investing in Alger American Fund:
          Growth, 465 shares (cost $25,423)                                                                       $    29,948
          Income and Growth, 1,293 shares (cost $16,957)                                                               22,730
          Leveraged AllCap, 368 shares (cost $15,615)                                                                  21,354
          MidCap Growth, 240 shares (cost $6,495)                                                                       7,735
          Small Capitalization, 140 shares (cost $6,067)                                                                7,717

      Allocation to Sub-Accounts investing in Janus Aspen Series:
          Flexible Income, 1,280 shares (cost $15,085)                                                                 14,619
          Balanced, 2,451 shares (cost $51,923)                                                                        68,437
          Growth, 3,378 shares (cost $78,230)                                                                         113,658
          Aggressive Growth, 1,652 shares (cost $49,822)                                                               98,626
          Worldwide Growth, 3,234 shares (cost $87,958)                                                               154,433

      Allocation to Sub-Accounts investing in IAI Retirement Funds, Inc.:
          Regional, 583 shares (cost $8,585)                                                                           10,620
          Reserve, 45 shares (cost $451)                                                                                  449
          Balanced, 192 shares (cost $2,646)                                                                            2,927

      Allocation to Sub-Accounts investing in Fidelity Variable Insurance Products Fund II:
          Asset Manager, 1,244 shares (cost $20,297)                                                                   23,233
          Contrafund, 2,184 shares (cost $50,524)                                                                      63,666
          Index 500, 354 shares (cost $51,343)                                                                         59,249

      Allocation to Sub-Accounts investing in Fidelity Variable Insurance Products Fund:
          Money Market, 66,146 shares (cost $66,146)                                                                   66,146
          Equity-Income, 3,541 shares (cost $81,682)                                                                   91,036
          Growth, 1,782 shares (cost $69,050)                                                                          97,878
          Overseas, 1,046 shares (cost $21,378)                                                                        28,711

      Allocation to Sub-Accounts investing in Federated Insurance Management Series:
          High Income Bond Fund II, 1,872 shares (cost $19,864)                                                        19,172
          Utility Fund II, 1,146 shares (cost $15,593)                                                                 16,444
          U.S. Government Securities Fund II, 1,150 shares (cost $12,315)                                              12,147

      Allocation to Sub-Accounts investing in Scudder Variable Life Investment Fund:
          Bond, 1,215 shares (cost $8,159)                                                                              7,884
          Balanced, 1,523 shares (cost $20,292)                                                                        24,533
          Growth and Income, 205 shares (cost $2,238)                                                                   2,247
          Global Discovery, 116 shares (cost $1,350)                                                                    1,528
          International, 77 shares (cost $1,233)                                                                        1,561


See notes to financial statements.


                                        2
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENT OF NET ASSETS (CONTINUED)
DECEMBER 31, 1999
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                               <C>
      ($ and shares in thousands)

      NET ASSETS
      Allocation to Sub-Accounts investing in Strong Variable Insurance Funds, Inc.:
          Discovery Fund II, 18 shares (cost $180)                                                                  $     205
          Growth Fund II, 180 shares (cost $4,012)                                                                      5,453

      Allocation to Sub-Accounts investing in Strong Opportunity Fund II, Inc.:
          Opportunity Fund II, 49 shares (cost $1,119)                                                                  1,264

      Allocation to Sub-Accounts investing in T. Rowe Price International Series, Inc.:
          International Stock, 52 shares (cost $811)                                                                      992

      Allocation to Sub-Accounts investing in T. Rowe Price Equity Series, Inc.:
          New America Growth, 47 shares (cost $1,195)                                                                   1,230
          Mid-Cap Growth, 170 shares (cost $2,457)                                                                      2,973
          Equity Income, 159 shares (cost $3,165)                                                                       2,978

      Allocation to Sub-Accounts investing in MFS Variable Insurance Trust:
          Growth with Income Series, 183 shares (cost $3,707)                                                           3,892
          Research Series, 94 shares (cost $1,886)                                                                      2,199
          Emerging Growth Series, 119 shares (cost $2,975)                                                              4,527
          Total Return Series, 130 shares (cost $2,317)                                                                 2,311
          New Discovery Series, 123 shares (cost $1,599)                                                                2,117

      Allocation to Sub-Accounts investing in STI Classic Variable Trust:
          Capital Appreciation, 16 shares (cost $331)                                                                     327
          International Equity, 0 shares (cost $0)                                                                          -
          Value Income Stock, 7 shares (cost $98)                                                                          90

      Allocation to Sub-Accounts investing in Goldman Sachs Variable Insurance Trust:
          CORE Small Cap Equity, 42 shares (cost $417)                                                                    440
          International Equity, 24 shares (cost $337)                                                                     341

      Allocation to Sub-Accounts investing in J.P. Morgan Series Trust II:
          Small Company, 36 shares (cost $572)                                                                            596

      Allocation to Sub-Accounts investing in Lazard Retirement Series Trust:
          Emerging Markets, 18 shares (cost $190)                                                                         194
          International Equity, 26 shares (cost $344)                                                                     352

      Allocation to Sub-Accounts investing in LSA Variable Series Trust:
          Focused Equity, 44 shares (cost $521)                                                                           532
          Balanced, 8 shares (cost $77)                                                                                    78
          Growth Equity, 29 shares (cost $334)                                                                            346
          Disciplined Equity, 13 shares (cost $143)                                                                       145
          Value Equity, 18 shares (cost $185)                                                                             190
          Emerging Growth Equity, 21 shares (cost $364)                                                                   375


See notes to financial statements.


                                        3
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENT OF NET ASSETS (CONTINUED)
DECEMBER 31, 1999
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                            <C>
      ($ and shares in thousands)

      NET ASSETS
      Allocation to Sub-Accounts investing in Morgan Stanley Dean Witter Universal Funds, Inc.:
          Mid Cap Growth, 7 shares (cost $87)                                                                    $         91
          Mid Cap Value, 5 shares (cost $70)                                                                               73
          High Yield, 18 shares (cost $185)                                                                               185

      Allocation to Sub- Accounts investing in OCC Accumulation Trust:
          Equity, 2 shares (cost $61)                                                                                      61
          Small Cap, 0 shares (cost $0)                                                                                     -

      Allocation to Sub-Accounts investing in PIMCO Variable Insurance Trust:
          StocksPLUS Growth and Income, 11 shares (cost $149)                                                             149
          Foreign Bond, 19 shares (cost $182)                                                                             182
          Total Return Bond, 58 shares (cost $551)                                                                        552
          Money Market, 566 shares (cost $566)                                                                            566

      Allocation to Sub-Accounts investing in Salomon Brothers Variable Series Funds:
          Capital, 42 shares (cost $576)                                                                                  568

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


          Net Assets                                                                                             $  1,105,262
                                                                                                                 ==============
</TABLE>


See notes to financial statements.


                                        4
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                    Alger American Fund Sub-Accounts
                                                 ----------------------------------------------------------------------------

                                                                 For the Period Ended December 31, 1999
                                                 ----------------------------------------------------------------------------

                                                                Income and      Leveraged       MidCap          Small
                                                   Growth         Growth         AllCap         Growth       Capitalization
                                                 ------------   ------------   ------------   ------------   ----------------
<S>                                              <C>            <C>            <C>            <C>            <C>
     INVESTMENT INCOME
     Dividends                                   $     1,218    $       580    $       376    $       525    $         414
     Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                      (218)          (152)          (111)           (56)             (55)
        Administrative expense                           (22)           (16)           (11)            (6)              (6)
                                                 ------------   ------------   ------------   ------------   ----------------

          Net investment income (loss)                   978            412            254            463              353
                                                 ------------   ------------   ------------   ------------   ----------------


     REALIZED AND UNREALIZED GAINS
        (LOSSES) ON INVESTMENTS
     Realized gains (losses) from sales of investments:
        Proceeds from sales                           18,560          5,180          9,093          4,636           10,425
        Cost of investments sold                      17,643          5,205          8,403          4,319           10,303
                                                 ------------   ------------   ------------   ------------   ----------------

          Net realized gains (losses)                    917            (25)           690            317              122
                                                 ------------   ------------   ------------   ------------   ----------------

     Change in unrealized gains (losses)               3,613          5,172          5,433            973            1,460
                                                 ------------   ------------   ------------   ------------   ----------------

          Net gains (losses) on investments            4,530          5,147          6,123          1,290            1,582
                                                 ------------   ------------   ------------   ------------   ----------------

     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                $     5,508    $     5,559    $     6,377    $     1,753    $       1,935
                                                 ============   ============   ============   ============   ================
</TABLE>


See notes to financial statements.


                                        5
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                                                        Janus Aspen Series Sub-Accounts
                                                    ------------------------------------------------------------------------

                                                                    For the Period Ended December 31, 1999
                                                    ------------------------------------------------------------------------

                                                     Flexible                                     Aggressive      Worldwide
                                                      Income        Balanced        Growth          Growth         Growth
                                                    ------------   ------------   ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>            <C>            <C>
     INVESTMENT INCOME
     Dividends                                      $       999    $     1,218    $       589    $     1,796    $       181
     Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                         (173)          (610)          (981)          (651)        (1,290)
        Administrative expense                              (20)           (69)          (112)           (75)          (149)
                                                    ------------   ------------   ------------   ------------   ------------

           Net investment income (loss)                     806            539           (504)         1,070         (1,258)
                                                    ------------   ------------   ------------   ------------   ------------


     REALIZED AND UNREALIZED GAINS
        (LOSSES) ON INVESTMENTS
     Realized gains (losses) from sales of investments:
        Proceeds from sales                               6,474         13,650         45,030         36,298         41,864
        Cost of investments sold                          6,507         10,967         37,024         28,202         31,610
                                                    ------------   ------------   ------------   ------------   ------------

           Net realized gains (losses)                      (33)         2,683          8,006          8,096         10,254
                                                    ------------   ------------   ------------   ------------   ------------

     Change in unrealized gains (losses)                   (730)         8,490         21,736         38,961         48,843
                                                    ------------   ------------   ------------   ------------   ------------

           Net gains (losses) on investments               (763)        11,173         29,742         47,057         59,097
                                                    ------------   ------------   ------------   ------------   ------------


     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                   $        43    $    11,712    $    29,238    $    48,127    $    57,839
                                                    ============   ============   ============   ============   ============
</TABLE>


See notes to financial statements.


                                        6
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                                                                                 Fidelity Variable Insurance
                                                     IAI Retirement Funds, Inc. Sub-Accounts     Products Fund II Sub-Accounts
                                                    ------------------------------------------   -----------------------------

                                                                    For the Period Ended December 31, 1999
                                                    --------------------------------------------------------------------------
                                                                                                    Asset
                                                     Regional        Reserve        Balanced       Manager        Contrafund
                                                    ------------   ------------   ------------   ------------   --------------
<S>                                                 <C>            <C>            <C>            <C>            <C>
     INVESTMENT INCOME
     Dividends                                      $       196    $        19    $       169    $     1,571    $       1,591
     Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                         (140)            (6)           (32)          (268)            (605)
        Administrative expense                              (17)            (1)            (4)           (32)             (70)
                                                    ------------   ------------   ------------   ------------   --------------

           Net investment income (loss)                      39             12            133          1,271              916
                                                    ------------   ------------   ------------   ------------   --------------


     REALIZED AND UNREALIZED GAINS
        (LOSSES) ON INVESTMENTS
     Realized gains (losses) from sales of investments:
        Proceeds from sales                               4,744            192            818          5,075           33,589
        Cost of investments sold                          4,402            193            739          4,717           30,117
                                                    ------------   ------------   ------------   ------------   --------------

           Net realized gains (losses)                      342             (1)            79            358            3,472
                                                    ------------   ------------   ------------   ------------   --------------

     Change in unrealized gains (losses)                  1,194             (8)          (149)           398            5,798
                                                    ------------   ------------   ------------   ------------   --------------

           Net gains (losses) on investments              1,536             (9)           (70)           756            9,270
                                                    ------------   ------------   ------------   ------------   --------------


     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                   $     1,575    $         3    $        63    $     2,027    $      10,186
                                                    ============   ============   ============   ============   ==============
</TABLE>


See notes to financial statements.


                                        7
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                     Fidelity
                                                     Variable
                                                     Insurance
                                                     Products
                                                      Fund II
                                                    Sub-Accounts    Fidelity Variable Insurance Products Fund Sub-Accounts
                                                    ------------   ---------------------------------------------------------

                                                                     For the Period Ended December 31, 1999
                                                    ------------------------------------------------------------------------

                                                                      Money          Equity-
                                                     Index 500        Market         Income         Growth        Overseas
                                                    ------------   ------------   ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>            <C>            <C>
     INVESTMENT INCOME
     Dividends                                      $       295    $     2,345    $     4,087    $     7,029    $       875
     Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                         (461)          (576)        (1,145)          (940)          (291)
        Administrative expense                              (46)           (63)          (134)          (110)           (34)
                                                    ------------   ------------   ------------   ------------   ------------

           Net investment income (loss)                    (212)         1,706          2,808          5,979            550
                                                    ------------   ------------   ------------   ------------   ------------


     REALIZED AND UNREALIZED GAINS
        (LOSSES) ON INVESTMENTS
     Realized gains (losses) from sales of investments:
        Proceeds from sales                              10,332        304,969         33,593         35,171         70,759
        Cost of investments sold                          9,568        304,969         30,104         30,352         69,501
                                                    ------------   ------------   ------------   ------------   ------------

           Net realized gains (losses)                      764              -          3,489          4,819          1,258
                                                    ------------   ------------   ------------   ------------   ------------

     Change in unrealized gains (losses)                  6,222              -         (2,491)        13,445          6,304
                                                    ------------   ------------   ------------   ------------   ------------

           Net gains (losses) on investments              6,986              -            998         18,264          7,562
                                                    ------------   ------------   ------------   ------------   ------------

     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                   $     6,774    $     1,706    $     3,806    $    24,243    $     8,112
                                                    ============   ============   ============   ============   ============
</TABLE>


See notes to financial statements.


                                        8
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                                       Federated Insurance Management            Scudder Variable Life
                                                            Series Sub-Accounts               Investment Fund Sub-Accounts
                                                 ------------------------------------------   ------------------------------

                                                                 For the Period Ended December 31, 1999
                                                 ---------------------------------------------------------------------------

                                                    High                           U.S.
                                                   Income                       Government
                                                    Bond           Utility      Securities
                                                   Fund II         Fund II       Fund II          Bond          Balanced
                                                 ------------   ------------   ------------   ------------   ---------------
<S>                                              <C>            <C>            <C>            <C>            <C>
INVESTMENT INCOME
Dividends                                        $     1,687    $     1,055    $       417    $       334    $        1,603
Charges from Lincoln Benefit Life Company:
     Mortality and expense risk                         (246)          (193)          (132)           (90)             (258)
     Administrative expense                              (28)           (22)           (14)           (10)              (30)
                                                 ------------   ------------   ------------   ------------   ---------------

        Net investment income (loss)                   1,413            840            271            234             1,315
                                                 ------------   ------------   ------------   ------------   ---------------


REALIZED AND UNREALIZED GAINS
     (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
     Proceeds from sales                              30,079          5,149          7,046          3,760             4,192
     Cost of investments sold                         30,345          4,878          7,082          3,834             3,670
                                                 ------------   ------------   ------------   ------------   ---------------

        Net realized gains (losses)                     (266)           271            (36)           (74)              522
                                                 ------------   ------------   ------------   ------------   ---------------

Change in unrealized gains (losses)                     (928)        (1,021)          (410)          (320)            1,006
                                                 ------------   ------------   ------------   ------------   ---------------

        Net gains (losses) on investments             (1,194)          (750)          (446)          (394)            1,528
                                                 ------------   ------------   ------------   ------------   ---------------

CHANGE IN NET ASSETS
     RESULTING FROM OPERATIONS                   $       219    $        90    $      (175)   $      (160)   $        2,843
                                                 ============   ============   ============   ============   ===============
</TABLE>


See notes to financial statements


                                       9
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                                              Scudder Variable Life               Strong Variable Insurance
                                                           Investment Fund Sub-Accounts           Funds, Inc. Sub-Accounts
                                                    ------------------------------------------   ---------------------------

                                                                    For the Period Ended December 31, 1999
                                                    ------------------------------------------------------------------------

                                                     Growth and       Global                       Discovery       Growth
                                                       Income        Discovery    International    Fund II        Fund II
                                                    ------------   ------------   -------------   ------------   ------------
     <S>                                            <C>            <C>            <C>             <C>            <C>
     INVESTMENT INCOME
     Dividends                                      $        58    $         -    $         22    $         5    $         -
     Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                          (13)            (2)             (8)            (1)           (16)
        Administrative expense                               (1)             -              (1)             -             (1)
                                                    ------------   ------------   -------------   ------------   ------------

           Net investment income (loss)                      44             (2)             13              4            (17)
                                                    ------------   ------------   -------------   ------------   ------------


     REALIZED AND UNREALIZED GAINS
        (LOSSES) ON INVESTMENTS
     Realized gains (losses) from sales of investments:
        Proceeds from sales                               1,175            137          12,162            110            743
        Cost of investments sold                          1,166            127          11,978            111            667
                                                    ------------   ------------   -------------   ------------   ------------

           Net realized gains (losses)                        9             10             184             (1)            76
                                                    ------------   ------------   -------------   ------------   ------------

     Change in unrealized gains (losses)                      -            176             323             24          1,421
                                                    ------------   ------------   -------------   ------------   ------------

           Net gains (losses) on investments                  9            186             507             23          1,497
                                                    ------------   ------------   -------------   ------------   ------------

     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                   $        53    $       184    $        520    $        27    $     1,480
                                                    ============   ============   =============   ============   ============
</TABLE>


See notes to financial statements.


                                       10
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                                      Strong       T. Rowe Price
                                                    Opportunity    International
                                                    Fund II, Inc.  Series, Inc.
                                                    Sub-Account    Sub-Account    T. Rowe Price Equity Series, Inc. Sub-Accounts
                                                    ------------   ------------   ----------------------------------------------


                                                                    For the Period Ended December 31, 1999
                                                    ----------------------------------------------------------------------------
                                                                                        New
                                                    Opportunity     International      America         Mid-Cap         Equity
                                                      Fund II          Stock           Growth          Growth          Income
                                                    ------------    -------------   ------------    ------------    ------------
     <S>                                            <C>             <C>            <C>             <C>             <C>
     INVESTMENT INCOME
     Dividends                                      $         7     $        15     $       68      $       29      $      151
     Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                           (6)             (6)            (6)            (21)            (19)
        Administrative expense                                -               -             (1)             (2)             (2)
                                                    ------------    -------------   ------------    ------------    ------------

           Net investment income (loss)                       1               9             61               6             130
                                                    ------------    -------------   ------------    ------------    ------------


     REALIZED AND UNREALIZED GAINS
        (LOSSES) ON INVESTMENTS
     Realized gains (losses) from sales of investments:
        Proceeds from sales                                 110           1,087            281             241             658
        Cost of investments sold                            104           1,056            277             222             652
                                                    ------------    -------------   ------------    ------------    ------------

           Net realized gains (losses)                        6              31              4              19               6
                                                    ------------    -------------   ------------    ------------    ------------

     Change in unrealized gains (losses)                    143             176             23             431            (193)
                                                    ------------    -------------   ------------    ------------    ------------

           Net gains (losses) on investments                149             207             27             450            (187)
                                                    ------------    -------------   ------------    ------------    ------------


     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                   $       150     $       216     $       88      $      456      $      (57)
                                                    ============    =============   ============    ============    ============
</TABLE>


     See notes to financial statements.


                                       11
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                   MFS Variable Insurance Trust Sub-Accounts
                                                    ------------------------------------------------------------------------


                                                                    For the Period Ended December 31, 1999
                                                    ------------------------------------------------------------------------

                                                       Growth                       Emerging        Total           New
                                                     with Income    Research         Growth         Return       Discovery
                                                       Series        Series          Series         Series         Series
                                                    ------------   ------------   ------------   ------------   ------------
     <S>                                            <C>            <C>            <C>            <C>            <C>
     INVESTMENT INCOME
     Dividends                                      $         7    $         6    $         -    $        38    $        35
     Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                          (24)           (13)           (20)           (16)            (7)
        Administrative expense                               (2)            (1)            (2)            (1)             -
                                                    ------------   ------------   ------------   ------------   ------------

           Net investment income (loss)                     (19)            (8)           (22)            21             28
                                                    ------------   ------------   ------------   ------------   ------------


     REALIZED AND UNREALIZED GAINS
        (LOSSES) ON INVESTMENTS
     Realized gains (losses) from sales of investments:
        Proceeds from sales                                 568            554          1,260            428            699
        Cost of investments sold                            562            537          1,143            434            624
                                                    ------------   ------------   ------------   ------------   ------------

           Net realized gains (losses)                        6             17            117             (6)            75
                                                    ------------   ------------   ------------   ------------   ------------

     Change in unrealized gains (losses)                    161            297          1,542            (15)           504
                                                    ------------   ------------   ------------   ------------   ------------

           Net gains (losses) on investments                167            314          1,659            (21)           579
                                                    ------------   ------------   ------------   ------------   ------------

     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                   $       148    $       306    $     1,637    $         -    $       607
                                                    ============   ============   ============   ============   ============
</TABLE>


     See notes to financial statements.


                                       12
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                                                                                  Goldman Sachs Variable
                                                    STI Classic Variable Trust Sub-Accounts      Insurance Trust Sub-Accounts
                                                    -------------------------------------------  -----------------------------


                                                                     For the Period Ended December 31, 1999
                                                    --------------------------------------------------------------------------

                                                                                                      CORE
                                                      Capital       International  Value Income     Small Cap    International
                                                    Appreciation(a)   Equity (a)      Stock (a)     Equity (b)     Equity (b)
                                                    --------------- -------------  ------------    -----------    ------------
     <S>                                            <C>             <C>            <C>             <C>           <C>
     INVESTMENT INCOME
     Dividends                                      $         18    $         -    $         5     $        -    $          5
     Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                            (2)             -              -              -               -
        Administrative expense                                 -              -              -              -               -
                                                    -------------   ------------   ------------    -----------    ------------

           Net investment income (loss)                       16              -              5              -               5
                                                    -------------   ------------   ------------    -----------    ------------


     REALIZED AND UNREALIZED GAINS
        (LOSSES) ON INVESTMENTS
     Realized gains (losses) from sales of investments:
        Proceeds from sales                                   72              -             35              1               1
        Cost of investments sold                              78              -             39              1               1
                                                    -------------   ------------   ------------    -----------    ------------

           Net realized gains (losses)                        (6)             -             (4)             -               -
                                                    -------------   ------------   ------------    -----------    ------------

     Change in unrealized gains (losses)                      (4)             -             (8)            23               4
                                                    -------------   ------------   ------------    -----------    ------------

           Net gains (losses) on investments                 (10)             -            (12)            23               4
                                                    -------------   ------------   ------------    -----------    ------------

     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                   $          6    $         -    $        (7)    $       23     $         9
                                                    =============   ============   ============    ===========    ============
</TABLE>


     (a) For the Period Beginning May 3, 1999 and Ended December 31, 1999
     (b) For the Period Beginning October 18, 1999 and Ended December 31, 1999


     See notes to financial statements.


                                       13
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------

($ in thousands)
                                                      J.P. Morgan
                                                    Series Trust II       Lazard Retirement Series        LSA Variable Series
                                                      Sub-Account            Trust Sub-Accounts            Trust Sub-Accounts
                                                    ---------------      ---------------------------   ---------------------------

                                                                       For the Period Ended December 31, 1999
                                                    ------------------------------------------------------------------------------


                                                       Small           Emerging      International     Focused
                                                    Company (b)       Markets (b)     Equity (b)      Equity (b)      Balanced (b)
                                                    --------------   ------------   --------------   ------------   ---------------
     <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                                   -                 -              -              -              -
        Cost of investments sold                              -                 -              -              -              -
                                                    ---------------  ------------   --------------   ------------   ---------------

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

     Change in unrealized gains (losses)                     24                 4              8             11              1
                                                    ---------------  ------------   --------------   ------------   ---------------

           Net gains (losses) on investments                 24                 4              8             11              1
                                                    ---------------  ------------   --------------   ------------   ---------------


     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                   $        24       $         4    $         8     $       11     $         1
                                                    ===============  ============   ==============   ============   ===============
</TABLE>


     (b)  For the Period Beginning October 18, 1999 and Ended December 31, 1999


     See notes to financial statements.


                                       14
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 Morgan Stanley
($ in thousands)                                                                                                  Dean Witter
                                                                                                                   Universal
                                                                                                                  Funds Inc.
                                                             LSA Variable Series Trust Sub-Accounts              Sub-Accounts
                                                    ----------------------------------------------------------  ---------------


                                                                     For the Period Ended December 31, 1999
                                                    ---------------------------------------------------------------------------


                                                      Growth       Disciplined       Value        Emerging         Mid Cap
                                                    Equity (b)     Equity (b)     Equity (b)   Growth Equity (b)  Growth (b)
                                                    ------------   ------------   ------------ ----------------- ---------------
     <S>                                            <C>            <C>            <C>          <C>               <C>
     INVESTMENT INCOME
     Dividends                                      $         -    $         1    $         -  $            -    $           -
     Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                            -              -              -               -                -
        Administrative expense                                -              -              -               -                -
                                                    ------------   ------------   ------------ ---------------  ---------------

           Net investment income (loss)                       -              1              -               -                -
                                                    ------------   ------------   ------------ ---------------  ---------------


     REALIZED AND UNREALIZED GAINS
        (LOSSES) ON INVESTMENTS
     Realized gains (losses) from sales of investments:
        Proceeds from sales                                  22              -              -               -                -
        Cost of investments sold                             21              -              -               -                -
                                                    ------------   ------------   ------------ ---------------  ---------------

           Net realized gains (losses)                        1              -              -               -                -
                                                    ------------   ------------   ------------ ---------------  ---------------

     Change in unrealized gains (losses)                     12              2              5              11                4
                                                    ------------   ------------   ------------ ---------------  ---------------

           Net gains (losses) on investments                 13              2              5              11                4
                                                    ------------   ------------   ------------ ---------------  ---------------


     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                   $        13    $         3    $         5  $           11   $            4
                                                    ============   ============   ============ ===============  ===============
</TABLE>


     (b)  For the Period Beginning October 18, 1999 and Ended December 31, 1999


     See notes to financial statements.


                                       15
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------

($ in thousands)                                                                                                     PIMCO Variable
                                                                                                                       Insurance
                                                       Morgan Stanley Dean Witter             OCC Accumulation           Trust
                                                   Universal Funds, Inc. Sub-Accounts        Trust Sub-Accounts       Sub-Accounts
                                                   -----------------------------------   --------------------------- --------------


                                                                          For the Period Ended December 31, 1999
                                                   --------------------------------------------------------------------------------

                                                                                                                       StocksPLUS
                                                       Mid Cap             High                                        Growth and
                                                       Value (b)         Yield (b)       Equity (b)    Small Cap (b)    Income (b)
                                                   ----------------   ---------------   ------------   ------------   -------------
     <S>                                           <C>                <C>               <C>            <C>            <C>
     INVESTMENT INCOME
     Dividends                                       $            3    $            -    $         -    $         -    $          3
     Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                                -                 -              -              -               -
        Administrative expense                                    -                 -              -              -               -
                                                   -----------------   ---------------   ------------   ------------   ------------

           Net investment income (loss)                           3                 -              -              -               3
                                                   -----------------   ---------------   ------------   ------------   ------------


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

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

     Change in unrealized gains (losses)                          3                 -              -              -               -
                                                   -----------------   ---------------   ------------   ------------   ------------

           Net gains (losses) on investments                      3                 -              -              -               -
                                                   ----------------   ---------------   ------------   ------------   -------------

     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                    $            6    $            -    $         -    $         -     $         3
                                                   =================   ===============   ============   ============   ============
</TABLE>


     (b)  For the Period Beginning October 18, 1999 and Ended December 31, 1999


     See notes to financial statements.


                                       16
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------

($ in thousands)                                                                                 Salomon Brothers
                                                                                                     Variable
                                                                                                   Series Funds
                                                    PIMCO Variable Insurance Trust Sub-Accounts    Sub-Account
                                                    -------------------------------------------  ----------------


                                                              For the Period Ended December 31, 1999
                                                    ------------------------------------------------------------


                                                       Foreign     Total Return      Money
                                                      Bond (b)       Bond (b)       Market (b)     Capital (b)
                                                    ------------   ------------   -------------   ------------
     <S>                                            <C>            <C>            <C>             <C>
     INVESTMENT INCOME
     Dividends                                      $         -    $         1    $         2     $         18
     Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                            -              -              -                -
        Administrative expense                                -              -              -                -
                                                    ------------   ------------   -------------   ------------

           Net investment income (loss)                       -              1              2               18
                                                    ------------   ------------   -------------   ------------


     REALIZED AND UNREALIZED GAINS
        (LOSSES) ON INVESTMENTS
     Realized gains (losses) from sales of investments:
        Proceeds from sales                                   -              -            182                -
        Cost of investments sold                              -              -            182                -
                                                    ------------   ------------   -------------   ------------

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

     Change in unrealized gains (losses)                      -              1              -               (8)
                                                    ------------   ------------   -------------   ------------

           Net gains (losses) on investments                  -              1              -               (8)
                                                    ------------   ------------   -------------   ------------


     CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                   $         -    $         2    $         2     $         10
                                                    ============   ============   =============   ============
</TABLE>


     (b)  For the Period Beginning October 18, 1999 and Ended December 31, 1999


     See notes to financial statements.


                                       17
<PAGE>


LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                   Alger American Fund Sub-Accounts
                                          -----------------------------------------------------------------------------------

                                                    Growth                 Income and Growth            Leveraged AllCap
                                          --------------------------   -------------------------   --------------------------


                                             1999        1998 (a)         1999       1998 (a)         1999        1998 (a)
                                          ------------  ------------   ------------ ------------   ------------  ------------
    <S>                                   <C>           <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)          $       978   $        73    $       412  $        55    $       254   $        (2)
    Net realized gains (losses)                   917            33            (25)         (14)           690           (35)
    Change in unrealized gains (losses)         3,613           912          5,172          601          5,433           306
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                                5,508         1,018          5,559          642          6,377           269
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                   14,785         1,844          9,663        2,018          8,960           436
    Benefit payments                              (40)            -            (62)           -            (18)            -
    Payments on termination                    (1,027)         (169)        (1,032)         (49)          (382)           (8)
    Loans - net                                    (3)            -             (2)           -              -             -
    Contract administration charges                (3)            -             (2)           -             (1)            -
    Transfers among the sub-accounts
      and with the Fixed Account - net          4,347         3,688          3,666        2,329          4,496         1,225
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                18,059         5,363         12,231        4,298         13,055         1,653
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS          23,567         6,381         17,790        4,940         19,432         1,922

    NET ASSETS AT BEGINNING OF PERIOD           6,381             -          4,940            -          1,922             -
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD           $    29,948   $     6,381    $    22,730  $     4,940    $    21,354   $     1,922
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    (a) For the Period Beginning February 17, 1998 and Ending December 31, 1998


    See notes to financial statements.


                                       18
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
($ in thousands)

                                                                                                      Janus Aspen Series
                                                     Alger American Fund Sub-Accounts                     Sub-Accounts
                                          ------------------------------------------------------   --------------------------


                                                MidCap Growth            Small Capitalization            Flexible Income
                                          --------------------------   -------------------------   --------------------------


                                             1999        1998 (a)         1999       1998 (a)         1999          1998
                                          ------------  ------------   ------------ ------------   ------------  ------------
    <S>                                   <C>           <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)          $       463   $        79    $       353  $        50    $       806   $       463
    Net realized gains (losses)                   317          (125)           122          (73)           (33)          111
    Change in unrealized gains (losses)           973           267          1,460          190           (730)           (4)
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                                1,753           221          1,935          167             43           570
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                    3,330         1,117          2,426        1,121          4,731         4,308
    Benefit payments                              (12)            -            (11)           -           (106)         (170)
    Payments on termination                      (219)          (32)          (168)         (38)        (1,049)         (303)
    Loans - net                                    (1)            -            (14)           -             (3)           (6)
    Contract administration charges                (1)            -             (1)           -             (2)           (2)
    Transfers among the sub-accounts
      and with the Fixed Account - net            332         1,247            977        1,323           (558)        1,491
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                 3,429         2,332          3,209        2,406          3,013         5,318
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS           5,182         2,553          5,144        2,573          3,056         5,888

    NET ASSETS AT BEGINNING OF PERIOD           2,553             -          2,573            -         11,563         5,675
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD           $     7,735   $     2,553    $     7,717  $     2,573    $    14,619   $    11,563
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    (a) For the Period Beginning February 17, 1998 and Ending December 31, 1998


    See notes to financial statements.


                                       19
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
($ in thousands)



                                                                  Janus Aspen Series Sub-Accounts
                                          -----------------------------------------------------------------------------------


                                                   Balanced                      Growth                 Aggressive Growth
                                          --------------------------   -------------------------   --------------------------


                                             1999          1998           1999         1998           1999          1998
                                          ------------  ------------   ------------ ------------   ------------  ------------
    <S>                                   <C>           <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)          $       539   $       695    $      (504) $     2,248    $     1,070   $      (361)
    Net realized gains (losses)                 2,683           827          8,006        1,895          8,096         1,613
    Change in unrealized gains (losses)         8,490         5,778         21,736        8,921         38,961         6,673
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                               11,712         7,300         29,238       13,064         48,127         7,925
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                   20,759         7,827         25,102        8,319         12,398         2,926
    Benefit payments                             (354)         (279)          (419)        (512)          (102)          (59)
    Payments on termination                    (3,703)       (1,246)        (5,242)      (2,089)        (2,505)       (1,130)
    Loans - net                                    (8)            1            (14)          11            (10)          (13)
    Contract administration charges               (14)           (8)           (25)         (18)           (20)          (16)
    Transfers among the sub-accounts
      and with the Fixed Account - net          4,922         5,368          8,348        5,435          7,598         1,496
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                21,602        11,663         27,750       11,146         17,359         3,204
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS          33,314        18,963         56,988       24,210         65,486        11,129

    NET ASSETS AT BEGINNING OF PERIOD          35,123        16,160         56,670       32,460         33,140        22,011
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD           $    68,437   $    35,123    $   113,658  $    56,670    $    98,626   $    33,140
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    See notes to financial statements.


                                       20
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                             Janus Aspen Series
                                                 Sub-Accounts                 IAI Retirement Funds, Inc. Sub-Accounts
                                          --------------------------   ------------------------------------------------------


                                               Worldwide Growth                Regional                     Reserve
                                          --------------------------   -------------------------   --------------------------


                                              1999          1998           1999         1998           1999          1998
                                          ------------  ------------   ------------ ------------   ------------  ------------
    <S>                                   <C>           <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)          $    (1,258)  $     1,608    $        39  $       604    $        12   $        19
    Net realized gains (losses)                10,254         3,047            342          132             (1)           (1)
    Change in unrealized gains (losses)        48,843         9,929          1,194         (872)            (8)            5
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                               57,839        14,584          1,575         (136)             3            23
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                   23,533        12,550            302        1,052             82            53
    Benefit payments                             (481)         (418)           (27)        (327)             -            (1)
    Payments on termination                    (6,760)       (2,981)        (1,122)        (602)          (104)          (39)
    Loans - net                                   (52)           (5)             2          (13)             -             -
    Contract administration charges               (37)          (31)            (5)          (6)             -             -
    Transfers among the sub-accounts
      and with the Fixed Account - net          1,148         5,636         (3,075)      (1,361)           (25)         (364)
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                17,351        14,751         (3,925)      (1,257)           (47)         (351)
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS          75,190        29,335         (2,350)      (1,393)           (44)         (328)

    NET ASSETS AT BEGINNING OF PERIOD          79,243        49,908         12,970       14,363            493           821
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD           $   154,433   $    79,243    $    10,620  $    12,970    $       449   $       493
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    See notes to financial statements.


                                       21
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                          IAI Retirement Funds, Inc.
                                                  Sub-Accounts        Fidelity Variable Insurance Products Fund II Sub-Accounts
                                          --------------------------  ---------------------------------------------------------

                                                   Balanced                    Asset Manager               Contrafund
                                          --------------------------   -------------------------   --------------------------

                                             1999          1998           1999         1998           1999          1998
                                          ------------  ------------   ------------ ------------   ------------  ------------
    <S>                                   <C>           <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)          $       133   $        34    $     1,271  $     1,759    $       916   $       865
    Net realized gains (losses)                    79            56            358          183          3,472           939
    Change in unrealized gains (losses)          (149)          151            398          399          5,798         5,713
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                                   63           241          2,027        2,341         10,186         7,517
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                      416           432          2,824        3,092         15,075         8,056
    Benefit payments                              (43)          (82)          (252)        (123)          (152)         (157)
    Payments on termination                      (164)         (104)        (1,358)        (769)        (2,228)       (1,176)
    Loans - net                                     -             -             (4)         (14)            (7)           (3)
    Contract administration charge                 (1)           (1)            (8)          (8)           (18)          (11)
    Transfers among the sub-accounts
      and with the Fixed Account - net           (172)          271         (1,278)       1,099          1,622         5,928
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                    36           516            (76)       3,277         14,292        12,637
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS              99           757          1,951        5,618         24,478        20,154

    NET ASSETS AT BEGINNING OF PERIOD           2,828         2,071         21,282       15,664         39,188        19,034
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD           $     2,927   $     2,828    $    23,233  $    21,282    $    63,666   $    39,188
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    See notes to financial statements.


                                       22
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                          Fidelity Variable Insurance
                                         Products Fund II Sub-Accounts  Fidelity Variable Insurance Products Fund Sub-Accounts
                                         -----------------------------  ------------------------------------------------------


                                                  Index 500                   Money Market                Equity-Income
                                          --------------------------   -------------------------   --------------------------


                                             1999        1998 (a)         1999         1998           1999          1998
                                          ------------  ------------   ------------ ------------   ------------  ------------
    <S>                                  <C>            <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)          $      (212)  $       (74)   $     1,706  $     1,154    $     2,808   $     2,962
    Net realized gains (losses)                   764           (33)             -            -          3,489         2,185
    Change in unrealized gains (losses)         6,222         1,684              -            -         (2,491)        1,609
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                                6,774         1,577          1,706        1,154          3,806         6,756
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                   31,559         6,877         59,959       71,632         16,805        14,703
    Benefit payments                             (133)          (40)          (423)        (129)          (741)         (524)
    Payments on termination                    (2,681)         (129)        (5,955)      (2,044)        (9,566)       (4,163)
    Loans - net                                    (7)            8            (55)          (1)           (28)           15
    Contract administration charges                (7)            -             (9)          (6)           (36)          (33)
    Transfers among the sub-accounts
      and with the Fixed Account - net          8,197         7,254        (19,081)     (65,701)        (4,142)        7,859
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                36,928        13,970         34,436        3,751          2,292        17,857
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS          43,702        15,547         36,142        4,905          6,098        24,613

    NET ASSETS AT BEGINNING OF PERIOD          15,547             -         30,004       25,099         84,938        60,325
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD           $    59,249   $    15,547    $    66,146  $    30,004    $    91,036   $    84,938
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    (a) For the Period Beginning February 17, 1998 and Ending December 31, 1998


    See notes to financial statements.


                                       23
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
($ in thousands)


                                                                                                      Federated Insurance
                                                                                                      Management Series
                                          Fidelity Variable Insurance Products Fund Sub-Accounts         Sub-Accounts
                                          ------------------------------------------------------   --------------------------


                                                   Growth                      Overseas             High Income Bond Fund II
                                          --------------------------   -------------------------   --------------------------


                                             1999          1998           1999         1998           1999          1998
                                          ------------  ------------   ------------ ------------   ------------  ------------

    <S>                                   <C>           <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)          $     5,979   $     4,656    $       550  $       990    $     1,413   $       226
    Net realized gains (losses)                 4,819         2,005          1,258          897           (266)          332
    Change in unrealized gains (losses)        13,445         9,064          6,304          288           (928)         (361)
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                               24,243        15,725          8,112        2,175            219           197
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                   17,004         6,775          1,507        1,993          3,791         6,720
    Benefit payments                             (233)         (326)          (215)        (131)          (162)         (128)
    Payments on termination                    (4,710)       (2,356)        (1,226)        (980)        (1,582)         (965)
    Loans - net                                    (6)          (10)             4           (9)            (1)           23
    Contract administration charges               (31)          (27)            (7)          (8)            (5)           (4)
    Transfers among the sub-accounts
      and with the Fixed Account - net             37         3,895         (1,648)       4,921         (1,803)        1,313
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                12,061         7,951         (1,585)       5,786            238         6,959
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS          36,304        23,676          6,527        7,961            457         7,156

    NET ASSETS AT BEGINNING OF PERIOD          61,574        37,898         22,184       14,223         18,715        11,559
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD           $    97,878   $    61,574    $    28,711  $    22,184    $    19,172   $    18,715
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    See notes to financial statements.


                                       24
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                                                     Scudder Variable Life
                                          Federated Insurance Management Series Sub-Accounts       Investment Fund Sub-Accounts
                                          ------------------------------------------------------   ----------------------------

                                                                            U.S. Government
                                               Utility Fund II             Securities Fund II                 Bond
                                          --------------------------   -------------------------   --------------------------


                                              1999          1998           1999         1998           1999          1998
                                          ------------  ------------   ------------ ------------   ------------  ------------
    <S>                                   <C>           <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)          $       840   $       368    $       271  $       (13)   $       234   $       235
    Net realized gains (losses)                   271           338            (36)         143            (74)           30
    Change in unrealized gains (losses)        (1,021)          547           (410)         154           (320)          (19)
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                                   90         1,253           (175)         284           (160)          246
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                    4,796         4,727          4,141        3,121          1,909         1,568
    Benefit payments                              (83)         (163)           (42)         (16)           (27)          (83)
    Payments on termination                    (1,513)         (296)          (620)        (262)          (666)         (230)
    Loans - net                                    (1)            -              -           (1)            (1)            6
    Contract administration charges                (5)           (3)            (2)          (1)            (2)           (2)
    Transfers among the sub-accounts
      and with the Fixed Account - net           (121)          773            775        2,097            787           467
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                 3,073         5,038          4,252        4,938          2,000         1,726
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS           3,163         6,291          4,077        5,222          1,840         1,972

    NET ASSETS AT BEGINNING OF PERIOD          13,281         6,990          8,070        2,848          6,044         4,072
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD           $    16,444   $    13,281    $    12,147  $     8,070    $     7,884   $     6,044
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    See notes to financial statements.


                                       25
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                         Scudder Variable Life Investment Fund Sub-Accounts
                                          -----------------------------------------------------------------------------------


                                                   Balanced                Growth and Income            Global Discover
                                          --------------------------   -------------------------   --------------------------


                                             1999          1998           1999       1998 (b)         1999        1998 (b)
                                          ------------  ------------   ------------ ------------   ------------  ------------
    <S>                                   <C>           <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)          $     1,315    $      694     $       44    $       -     $       (2)    $       -
    Net realized gains (losses)                   522           213              9            -             10             1
    Change in unrealized gains (losses)         1,006         1,843              -            9            176             2
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                                2,843         2,750             53            9            184             3
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                    5,716         3,966          1,913          182            256            21
    Benefit payments                             (151)          (77)           (12)           -              -             -
    Payments on termination                    (1,587)         (703)           (67)           -             (5)            -
    Loans - net                                    (1)           (7)             -            -              -             -
    Contract administration charges                (7)           (5)             -            -              -             -
    Transfers among the sub-accounts
      and with the Fixed Account - net             72         1,711            166            3          1,070            (1)
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                 4,042         4,885          2,000          185          1,321            20
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS           6,885         7,635          2,053          194          1,505            23
                                                                                              -
    NET ASSETS AT BEGINNING OF PERIOD          17,648        10,013            194            -             23             -
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD            $   24,533    $   17,648     $    2,247   $      194    $     1,528    $       23
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    (b) For the Period Beginning August 17, 1998 and Ending December 31, 1998


    See notes to financial statements.


                                       26
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
($ in thousands)


                                            Scudder Variable Life
                                         Investment Fund Sub-Accounts           Strong Variable Insurance Funds, Inc.
                                         ----------------------------   ------------------------------------------------------


                                                International               Discovery Fund II           Growth Fund II
                                          --------------------------   -------------------------   --------------------------


                                             1999        1998 (b)         1999       1998 (b)         1999        1998 (b)
                                          ------------  ------------   ------------ ------------   ------------  ------------
    <S>                                  <C>            <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)            $      13     $       -      $       4    $       -     $      (17)   $        -
    Net realized gains (losses)                   184             -             (1)           -             76             -
    Change in unrealized gains (losses)           323             5             24            1          1,421            20
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                                  520             5             27            1          1,480            20
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                      972            73            123           12          1,971           106
    Benefit payments                                -             -              -            -              -             -
    Payments on termination                        (4)            -             (5)           -            (57)           (1)
    Loans - net                                     -             -              -            -              -             -
    Contract administration charges                 -             -              -            -              -             -
    Transfers among the sub-accounts
      and with the Fixed Account - net            (35)           30             44            3          1,927             7
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                   933           103            162           15          3,841           112
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS           1,453           108            189           16          5,321           132

    NET ASSETS AT BEGINNING OF PERIOD             108             -             16            -            132             -
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD            $    1,561    $      108     $      205   $       16    $     5,453    $      132
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    (b) For the Period Beginning August 17, 1998 and Ending December 31, 1998


    See notes to financial statements.


                                       27
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                            T. Rowe Price               T. Rowe Price
                                             Strong Opportunity        International Series, Inc.     Equity Series, Inc.
                                             Fund II Sub-Account             Sub-Account                 Sub-Accounts
                                          --------------------------   -------------------------   --------------------------


                                             Opportunity Fund II          International Stock          New America Growth
                                          --------------------------   -------------------------   --------------------------


                                             1999        1998 (b)         1999       1998 (b)         1999        1998 (b)
                                          ------------  ------------   ------------ ------------   ------------  ------------
    <S>                                   <C>           <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)            $       1     $       -      $       9    $       1      $      61     $       2
    Net realized gains (losses)                     6             -             31            -              4             2
    Change in unrealized gains (losses)           143             2            176            5             23            12
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                                  150             2            216            6             88            16
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                      872            26            661           92            987            92
    Benefit payments                                -             -              -            -              -             -
    Payments on termination                        (9)            -            (13)           -            (11)           (1)
    Loans - net                                     -             -              -            -              -             -
    Contract administration charges                 -             -              -            -              -             -
    Transfers among the sub-accounts                                                                                       -
      and with the Fixed Account - net            221             2             24            6             55             4
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                 1,084            28            672           98          1,031            95
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS           1,234            30            888          104          1,119           111

    NET ASSETS AT BEGINNING OF PERIOD              30             -            104            -            111             -
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD            $    1,264    $       30     $      992   $      104     $    1,230    $      111
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    (b) For the Period Beginning August 17, 1998 and Ending December 31, 1998


    See notes to financial statements.


                                       28
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                                                     MFS Variable Insurance
                                              T. Rowe Price Equity Series, Inc. Sub-Accounts           Trust Sub-Accounts
                                          ------------------------------------------------------   --------------------------


                                                Mid-Cap Growth               Equity Income         Growth with Income Series
                                          --------------------------   -------------------------   --------------------------


                                             1999        1998 (b)         1999       1998 (b)         1999        1998 (b)
                                          ------------  ------------   ------------ ------------   ------------  ------------

    <S>                                   <C>           <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)            $       6     $       8      $     130    $      11     $      (19)    $       -
    Net realized gains (losses)                    19             7              6            -              6             2
    Change in unrealized gains (losses)           431            85           (193)           6            161            24
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                                  456           100            (57)          17            148            26
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                    1,708           551          1,764          346          3,127           283
    Benefit payments                                -             -              -            -              -             -
    Payments on termination                       (21)            -            (21)           -            (43)           (1)
    Loans - net                                     -             -              -            -              -             -
    Contract administration charges                 -             -              -            -              -             -
    Transfers among the sub-accounts
      and with the Fixed Account - net            176             3            903           26            329            23
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                 1,863           554          2,646          372          3,413           305
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS           2,319           654          2,589          389          3,561           331

    NET ASSETS AT BEGINNING OF PERIOD             654             -            389            -            331             -
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD            $    2,973    $      654     $    2,978   $      389     $    3,892    $      331
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    (b) For the Period Beginning August 17, 1998 and Ending December 31, 1998


    See notes to financial statements.


                                       29
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                              MFS Variable Insurance Trust Sub-Accounts
                                          -----------------------------------------------------------------------------------


                                               Research Series          Emerging Growth Series        Total Return Series
                                          --------------------------   -------------------------   --------------------------


                                              1999        1998 (b)         1999       1998 (b)         1999        1998 (b)
                                          ------------  ------------   ------------ ------------   ------------  ------------
    <S>                                   <C>           <C>            <C>          <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)            $      (8)    $       -      $     (22)   $       -      $      21     $       -
    Net realized gains (losses)                    17             -            117            -             (6)            -
    Change in unrealized gains (losses)           297            16          1,542           10            (15)            9
                                          ------------  ------------   ------------ ------------   ------------  ------------


    Change in net assets resulting from
      operations                                  306            16          1,637           10              -             9
                                          ------------  ------------   ------------ ------------   ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                    1,636           125          3,136          100          1,813           252
    Benefit payments                                -             -              -            -            (32)            -
    Payments on termination                       (26)            -            (32)           -            (51)            -
    Loans - net                                     -             -              -            -              -             -
    Contract administration charges                 -             -              -            -              -             -
    Transfers among the sub-accounts
      and with the Fixed Account - net            142             -           (320)          (4)           312             8
                                          ------------  ------------   ------------ ------------   ------------  ------------

    Change in net assets resulting
      from capital transactions                 1,752           125          2,784           96          2,042           260
                                          ------------  ------------   ------------ ------------   ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS           2,058           141          4,421          106          2,042           269

    NET ASSETS AT BEGINNING OF PERIOD             141             -            106            -            269             -
                                          ------------  ------------   ------------ ------------   ------------  ------------

    NET ASSETS AT END OF PERIOD            $    2,199    $      141     $    4,527   $      106     $    2,311    $      269
                                          ============  ============   ============ ============   ============  ============
</TABLE>


    (b) For the Period Beginning August 17, 1998 and Ending December 31, 1998


    See notes to financial statements.


                                       30
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                           MFS Variable Insurance
                                             Trust Sub-Accounts          STI Classic Variable Trust Sub-Accounts
                                          --------------------------   ------------------------------------------

                                                                         Capital      International  Value Income
                                            New Discovery Series       Appreciation     Equity          Stock
                                          --------------------------   ---------------------------   ------------


                                             1999        1998 (b)       1999 ( c)      1999 ( c)      1999 ( c)
                                          ------------  ------------   ------------   ------------   ------------
    <S>                                   <C>           <C>            <C>            <C>            <C>
    FROM OPERATIONS
    Net investment income (loss)           $       28    $        -     $       16     $        -     $        5
    Net realized gains (losses)                    75             -             (6)             -             (4)
    Change in unrealized gains (losses)           504            14             (4)             -             (8)
                                          ------------  ------------   ------------   ------------   ------------


    Change in net assets resulting from
      operations                                  607            14              6              -             (7)
                                          ------------  ------------   ------------   ------------   ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                      648            65            386              -            117
    Benefit payments                                -             -              -              -              -
    Payments on termination                       (12)            -             (4)             -              -
    Loans - net                                     -             -              -              -              -
    Contract administration charges                 -             -              -              -              -
    Transfers among the sub-accounts
      and with the Fixed Account - net            795             -            (61)             -            (20)
                                          ------------  ------------   ------------   ------------   ------------

    Change in net assets resulting
      from capital transactions                 1,431            65            321              -             97
                                          ------------  ------------   ------------   ------------   ------------

    INCREASE (DECREASE) IN NET ASSETS           2,038            79            327              -             90

    NET ASSETS AT BEGINNING OF PERIOD              79             -              -              -              -
                                          ------------  ------------   ------------   ------------   ------------

    NET ASSETS AT END OF PERIOD           $     2,117    $       79    $       327     $        -    $        90
                                          ============  ============   ============   ============   ============
</TABLE>


    (b) For the Period Beginning August 17, 1998 and Ending December 31, 1998
    (c) For the Period Beginning May 3, 1999 and Ending December 31, 1999


    See notes to financial statements.


                                       31
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
($ in thousands)


                                                                        J.P. Morgan
                                           Goldman Sachs Variable     Series Trust II  Lazard Retirement Series Trust
                                         Insurance Trust Sub-Accounts   Sub- Account           Sub-Accounts
                                         ----------------------------  --------------   -----------------------------

                                          CORE Small     International     Small        Emerging      International
                                          Cap Equity       Equity         Company        Markets        Equity
                                          ------------   ------------   ------------   ------------   ------------


                                           1999 (d)       1999 (d)       1999 (d)       1999 (d)       1999 (d)
                                          ------------   ------------   ------------   ------------   ------------
    <S>                                   <C>            <C>           <C>             <C>            <C>

    FROM OPERATIONS
    Net investment income (loss)           $        -     $        5     $        -     $        -     $        -
    Net realized gains (losses)                     -              -              -              -              -
    Change in unrealized gains (losses)            23              4             24              4              8
                                          ------------   ------------   ------------   ------------   ------------


    Change in net assets resulting from
      operations                                   23              9             24              4              8
                                          ------------   ------------   ------------   ------------   ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                      379            294            572            148            344
    Benefit payments                                -              -              -              -              -
    Payments on termination                         -              -              -              -              -
    Loans - net                                     -              -              -              -              -
    Contract administration charges                 -              -              -              -              -
    Transfers among the sub-accounts
      and with the Fixed Account - net             38             38              -             42              -
                                          ------------   ------------   ------------   ------------   ------------

    Change in net assets resulting
      from capital transactions                   417            332            572            190            344
                                          ------------   ------------   ------------   ------------   ------------

    INCREASE (DECREASE) IN NET ASSETS             440            341            596            194            352

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

    NET ASSETS AT END OF PERIOD            $      440     $      341      $     596     $      194     $      352
                                          ============   ============   ============   ============   ============
</TABLE>


    (d) For the Period Beginning October 18, 1999 and Ending December 31, 1999


    See notes to financial statements.


                                       32
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                 LSA Variable Series Trust Sub-Accounts
                                          ----------------------------------------------------------------------------------
                                                                                                                 Emerging
                                            Focused                     Growth      Disciplined      Value        Growth
                                            Equity       Balanced       Equity        Equity        Equity        Equity
                                          ------------  ------------  ------------  ------------  ------------  ------------


                                           1999 (d)      1999 (d)      1999 (d)      1999 (d)      1999 (d)      1999 (d)
                                          ------------  ------------  ------------  ------------  ------------  ------------
    <S>                                   <C>           <C>            <C>          <C>           <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)           $        -    $        -    $        -    $        1     $       -    $        -
    Net realized gains (losses)                     -             -             1             -             -             -
    Change in unrealized gains (losses)            11             1            12             2             5            11
                                          ------------  ------------  ------------  ------------  ------------  ------------


    Change in net assets resulting from
      operations                                   11             1            13             3             5            11
                                          ------------  ------------  ------------  ------------  ------------  ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                      479            77           280           142           146           322
    Benefit payments                                -             -             -             -             -             -
    Payments on termination                         -             -             -             -             -             -
    Loans - net                                     -             -             -             -             -             -
    Contract administration charges                 -             -             -             -             -             -
    Transfers among the sub-accounts
      and with the Fixed Account - net             42             -            53             -            39            42
                                          ------------  ------------  ------------  ------------  ------------  ------------

    Change in net assets resulting
      from capital transactions                   521            77           333           142           185           364
                                          ------------  ------------  ------------  ------------  ------------  ------------

    INCREASE (DECREASE) IN NET ASSETS             532            78           346           145           190           375

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

    NET ASSETS AT END OF PERIOD            $      532    $       78    $      346    $      145    $      190    $      375
                                          ============  ============  ============  ============  ============  ============
</TABLE>


    (d) For the Period Beginning October 18, 1999 and Ending December 31, 1999


    See notes to financial statements.


                                       33
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                 Morgan Stanley Dean Witter              OCC Accumulation Trust
                                             Universal Funds, Inc. Sub-Accounts               Sub-Accounts
                                          ------------------------------------------   ---------------------------

                                            Mid Cap        Mid Cap         High                          Small
                                            Growth          Value          Yield         Equity           Cap
                                          ------------   ------------   ------------   ------------   ------------


                                           1999 (d)       1999 (d)       1999 (d)       1999 (d)       1999 (d)
                                          ------------   ------------   ------------   ------------   ------------
    <S>                                   <C>            <C>            <C>            <C>            <C>
    FROM OPERATIONS
    Net investment income (loss)           $        -     $        3     $        -     $        -     $        -
    Net realized gains (losses)                     -              -              -              -              -
    Change in unrealized gains (losses)             4              3              -              -              -
                                          ------------   ------------   ------------   ------------   ------------


    Change in net assets resulting from
      operations                                    4              6              -              -              -
                                          ------------   ------------   ------------   ------------   ------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                       45             29            185             61              -
    Benefit payments                                -              -              -              -              -
    Payments on termination                         -              -              -              -              -
    Loans - net                                     -              -              -              -              -
    Contract administration charges                 -              -              -              -              -
    Transfers among the sub-accounts
      and with the Fixed Account - net             42             38              -              -              -
                                          ------------   ------------   ------------   ------------   ------------

    Change in net assets resulting
      from capital transactions                    87             67            185             61              -
                                          ------------   ------------   ------------   ------------   ------------

    INCREASE (DECREASE) IN NET ASSETS              91             73            185             61              -

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

    NET ASSETS AT END OF PERIOD            $       91     $       73     $      185     $       61     $        -
                                          ============   ============   ============   ============   ============
</TABLE>


    (d) For the Period Beginning October 18, 1999 and Ending December 31, 1999


    See notes to financial statements.


                                       34
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                                                          Salomon
                                                                                                          Brothers
                                                                                                       Variable Series
                                                 PIMCO Variable Insurance Trust Sub-Accounts          Funds Sub-Account
                                          ---------------------------------------------------------   -----------------
                                          StocksPLUS
                                            Growth         Foreign      Total Return      Money
                                          and Income        Bond           Bond          Market           Capital
                                          ------------   ------------   ------------   ------------   -----------------


                                           1999 (d)       1999 (d)       1999 (d)       1999 (d)          1999 (d)
                                          ------------   ------------   ------------   ------------   -----------------
    <S>                                   <C>            <C>            <C>            <C>            <C>           <C>
    FROM OPERATIONS
    Net investment income (loss)            $       3      $       -     $        1     $        2       $          18
    Net realized gains (losses)                     -              -              -              -                   -
    Change in unrealized gains (losses)             -              -              1              -                  (8)
                                          ------------   ------------   ------------   ------------   -----------------


    Change in net assets resulting from
      operations                                    3              -              2              2                  10
                                          ------------   ------------   ------------   ------------   -----------------

    FROM CAPITAL TRANSACTIONS
    Deposits                                      146            182            550            938                 558
    Benefit payments                                -              -              -              -                   -
    Payments on termination                         -              -              -              -                   -
    Loans - net                                     -              -              -              -                   -
    Contract administration charges                 -              -              -              -                   -
    Transfers among the sub-accounts
      and with the Fixed Account - net              -              -              -           (374)                  -
                                          ------------   ------------   ------------   ------------   -----------------

    Change in net assets resulting
      from capital transactions                   146            182            550            564                 558
                                          ------------   ------------   ------------   ------------   -----------------

    INCREASE (DECREASE) IN NET ASSETS             149            182            552            566                 568

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

    NET ASSETS AT END OF PERIOD            $      149     $      182     $      552    $       566       $         568
                                          ============   ============   ============   ============   =================
</TABLE>


    (d) For the Period Beginning October 18, 1999 and Ending December 31, 1999


    See notes to financial statements.


                                       35
<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 ("Allstate"), a wholly owned
    subsidiary of Allstate Insurance Company, which is wholly owned by The
    Allstate Corporation.

    Lincoln Benefit sells four variable annuity contracts, Investor's Select,
    Consultant I, Consultant II and Premier Planner, the deposits of which
    are invested at the direction of the contractholders in the sub-accounts
    that comprise the Account. Absent any contract provisions wherein Lincoln
    Benefit contractually guarantees either a minimum return or account value to
    the beneficiaries of the contractholders in the form of a death benefit, the
    contractholders bear the investment risk that the sub-accounts may not meet
    their stated objectives. The sub-accounts invest in the following underlying
    mutual fund portfolios (collectively the "Funds"):

<TABLE>
<S>                                               <C>
ALGER AMERICAN FUND                               SCUDDER VARIABLE LIFE INVESTMENT FUND
  Growth                                            Bond
  Income and Growth                                 Balanced
  Leveraged AllCap                                  Growth and Income
  MidCap Growth                                     Global Discovery
  Small Capitalization                              International
JANUS ASPEN SERIES                                STRONG VARIABLE INSURANCE FUNDS, INC.
  Flexible Income                                   Discovery Fund II
  Balanced                                          Growth Fund II
  Growth                                          STRONG OPPORTUNITY FUND II, INC.
  Agressive Growth                                  Opportunity Fund, II
  Worldwide Growth                                T. ROWE PRICE EQUITY SERIES, INC.
IAI RETIREMENT FUNDS, INC.                          New America Growth
  Regional                                          Mid-Cap Growth
  Reserve                                           Equity Income
  Balanced                                        MFS VARIABLE INSURANCE TRUST
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II        Growth with Income Series
  Asset Manager                                     Research Series
  Contrafund                                        Emerging Growth Series
  Index 500                                         Total Return Series
FIDELITY VARIABLE INSURANCE PRODUCTS FUND           New Discovery Series
  Money Market                                    STI CLASSIC VARIABLE TRUST
  Equity-Income                                     Capital Appreciation
  Growth                                            International Equity
  Overseas                                          Value Income Stock
FEDERATED INSURANCE MANAGEMENT SERIES             GOLDMAN SACHS VARIABLE INSURANCE TRUST
  High Income Bond Fund II                          CORE Small Cap Equity
  Utility Fund II                                   International Equity
  U.S. Government Securities Fund II


                                  36
<PAGE>

J.P. MORGAN SERIES TRUST II                       MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
  Small Company                                     Mid Cap Growth
LAZARD RETIREMENT SERIES TRUST                      Mid Cap Value
  Emerging Markets                                  High Yield
  International Equity                            OCC ACCUMULATION TRUST
LSA VARIABLE SERIES TRUST                           Equity
  Focused Equity                                    Small Cap
  Balanced                                        PIMCO VARIABLE INSURANCE TRUST
  Growth Equity                                     StocksPLUS Growth and Income
  Disciplined Equity                                Foreign Bond
  Value Equity                                      Total Return Bond
  Emerging Growth Equity                            Money Market
                                                  SALOMON BROTHERS VARIABLE SERIES FUNDS
                                                    Capital
</TABLE>

    Lincoln Benefit provides insurance and administrative services to the
    contractholders for a fee. Lincoln Benefit also maintains a fixed account
    ("Fixed Account"), to which contractholders may direct their deposits and
    receive a fixed rate of return. Lincoln Benefit has sole discretion to
    invest the assets of the Fixed Account, subject to applicable law.

    The LSA Variable Series Trust ("Trust") is managed by LSA Asset Management,
    LLC (the "Manager"), wholly-owned subsidiary of Allstate pursuant to an
    investment management agreement with the Trust. The Manager is entitled to
    receive a management fee from each sub-account investing in the Trust. Fees
    are payable monthly at an annual rate as a percentage of average daily net
    assets ranging from 0.75% to 1.05%.


 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, 1999.

    INVESTMENT INCOME - Investment income consists of dividends declared by the
    Funds and is recognized on the ex-dividend date.

    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 were allocable to the Account as the Account did not
    generate taxable income.

    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.

                                      37
<PAGE>

3.  EXPENSES

    ADMINISTRATIVE EXPENSE CHARGE - Lincoln Benefit deducts administrative
    expense charges daily at a rate equal to .15% per annum of the average daily
    net assets of the Account for Investor's Select. The rate is .10% for
    Consultant I, Consultant II and Premier Planner.

    CONTRACT MAINTENANCE CHARGE - Lincoln Benefit deducts an annual maintenance
    charge on each contract anniversary and guarantees that this charge will not
    increase over the life of the contract. For Investor's Select, the charge is
    $25 and will be waived if total deposits are $75,000 or more. For Consultant
    I, Consultant II and Premier Planner, the charge is $35 and will be waived
    if total deposits are $50,000 or more or if all of the deposits are
    allocated to the Fixed Account on a contract anniversary.

    MORTALITY AND EXPENSE RISK CHARGE - Lincoln Benefit assumes mortality and
    expense risks related to the operations of the Account and deducts charges
    daily based on the daily net assets of the Account. The mortality and
    expense risk charge covers insurance benefits available with the contracts
    and certain expenses of the contracts. It also covers the risk that the
    current charges will not be sufficient in the future to cover the cost of
    administering the contract, Lincoln Benefit guarantees that the amount of
    this charge will not increase over the lives of the contracts. At the
    contractholder's discretion, additional options, primarily death benefits,
    may be purchased for an additional charge.


                                       38
<PAGE>

4. UNITS ISSUED AND REDEEMED

(Units in whole amounts)
<TABLE>
<CAPTION>
                                                                     INVESTOR'S SELECT CONTRACTS

                                                                      Unit activity during 1999:
                                           ----------------------------------------------------------------------------------
                                                                                                              Accumulation
                                           Units Outstanding    Units         Units      Units Outstanding     Unit Value
                                           December 31, 1998    Issued       Redeemed    December 31, 1999  December 31, 1999
                                           ----------------  ------------  ------------  ----------------  ------------------
<S>                                        <C>               <C>           <C>           <C>               <C>
Investments in Alger American Fund
  Sub-Accounts:
     Growth                                        392,390     6,002,550    (5,718,562)          676,378          $ 18.02
     Income and Growth                             333,125       550,512      (302,093)          581,544            17.63
     Leveraged AllCap                              106,760       555,942      (332,633)          330,069            25.57
     MidCap Growth                                 196,031       370,716      (308,909)          257,838            15.83
     Small Capitalization                          217,169       518,752      (402,596)          333,325            15.58

Investments in Janus Aspen Series
  Sub-Accounts:
     Flexible Income                               708,089       326,464      (286,391)          748,162            15.06
     Balanced                                    1,570,637       663,588      (508,392)        1,725,833            27.11
     Growth                                      2,335,027     1,742,931    (1,599,532)        2,478,426            33.95
     Aggressive Growth                           1,444,800     1,227,253    (1,140,414)        1,531,639            50.75
     Worldwide Growth                            3,269,577       920,886      (967,643)        3,222,820            38.39

Investments in IAI Retirement Funds,
  Inc. Sub-Accounts:
     Regional                                      760,302        47,259      (273,929)          533,632            19.90
     Reserve                                        42,468        12,487       (16,479)           38,476            11.66
     Balanced                                      177,759        54,290       (51,955)          180,094            16.25

Investments in Fidelity Variable
  Insurance Products Fund II Sub-Accounts:
     Asset Manager                               1,315,223       129,475      (291,133)        1,153,565            17.52
     Contrafund                                  2,198,114     1,870,098    (1,774,064)        2,294,148            21.43
     Index 500                                   1,052,148     1,225,553      (545,507)        1,732,194            14.28

Investments in Fidelity Variable Insurance
   Products Fund Sub-Accounts:
     Money Market                                2,320,956    18,002,716   (17,113,223)        3,210,449            12.50
     Equity-Income                               3,906,757       900,209    (1,384,922)        3,422,044            22.51
     Growth                                      2,486,678       931,649      (951,342)        2,466,985            33.33
     Overseas                                    1,489,209     2,328,934    (2,482,162)        1,335,981            20.14

Investments in Federated Insurance
  Management Series Sub-Accounts:
     High Income Bond Fund II                    1,245,268       983,715    (1,141,896)        1,087,087            14.58
     Utility Fund II                               687,133       154,219      (202,228)          639,124            18.01
     U.S. Government Securities Fund II            582,790       483,173      (427,744)          638,219            12.36

Investments in Scudder Variable Life
  Investment Fund Sub-Accounts:
     Bond                                          461,863       293,631      (252,503)          502,991            12.10
     Balanced                                      895,255       170,887      (182,388)          883,754            22.11
</TABLE>


                                       39
<PAGE>

4. UNITS ISSUED AND REDEEMED (CONTINUED)

(Units in whole amounts)
<TABLE>
<CAPTION>
                                                                          CONSULTANT I CONTRACTS

                                                                       Unit activity during 1999:
                                           ----------------------------------------------------------------------------------
                                                                                                              Accumulation
                                           Units Outstanding    Units         Units      Units Outstanding     Unit Value
                                           December 31, 1998    Issued       Redeemed    December 31, 1999  December 31, 1999
                                           ----------------  ------------  ------------  ----------------  ------------------
<S>                                        <C>               <C>           <C>           <C>               <C>
Investments in Alger American Fund
  Sub-Accounts:
    Growth                                          51,133     1,059,132      (486,056)         624,209           $ 15.75
    Income and Growth                               24,310       423,298       (45,269)         402,339             16.17
    Leveraged AllCap                                16,931       303,752       (44,392)         276,291             22.52
    MidCap Growth                                    1,813       143,233       (11,635)         133,411             15.10
    Small Capitalization                             5,133       205,005      (133,060)          77,078             16.02

Investments in Janus Aspen Series
  Sub-Accounts:
    Flexible Income                                 52,969       273,188      (129,138)         197,019             10.29
    Balanced                                        39,593       735,330       (52,865)         722,058             14.63
    Growth                                          35,519     1,009,911      (117,961)         927,469             16.86
    Aggressive Growth                                4,895       541,162      (105,358)         440,699             27.32
    Worldwide Growth                                64,108     1,541,466      (674,030)         931,544             17.35

Investments in Fidelity Variable Insurance
  Products Fund II Sub-Accounts:
    Asset Manager                                   12,172       158,904       (16,635)         154,441             11.85
    Contrafund                                      28,065       565,361       (44,459)         548,967             14.06
    Index 500                                       67,638     1,031,615      (115,761)         983,492             13.52

Investments in Fidelity Variable Insurance
  Products Fund Sub-Accounts:
    Money Market                                    69,742     7,175,630    (5,793,520)       1,451,852             10.54
    Equity-Income                                   39,303       674,691       (97,225)         616,769             11.37
    Growth                                          13,317     1,192,603      (664,594)         541,326             15.78
    Overseas                                        77,591     2,536,251    (2,587,582)          26,260             14.79

Investments in Federated Insurance
  Management Series Sub-Accounts:
    High Income Bond Fund  II                       47,674     1,448,443    (1,299,545)         196,572              9.95
    Utility Fund II                                 35,130       278,621      (115,714)         198,037             11.18
    U.S. Government Securities Fund II              36,743       210,721       (71,671)         175,793             10.08

Investments in Scudder Variable Life
  Investment Fund Sub-Accounts:
    Bond                                            24,670       133,736       (35,313)         123,093              9.97
    Balanced                                         9,569       221,138       (10,437)         220,270             12.57
    Growth and Income                                8,690       146,794       (16,538)         138,946             11.02
    Global Discovery                                 1,630        52,406        (7,945)          46,091             17.65
    International                                      181        59,807        (3,701)          56,287             15.84

Investments in Strong Variable Insurance
  Funds, Inc. Sub-Accounts:
    Discovery Fund II                                  226         4,991          (106)           5,111             11.46
    Growth Fund II                                   8,510       183,532       (27,835)         164,207             21.40

Investment in Strong Opportunity Fund II,
  Inc. Sub-Accounts:
    Opportunity Fund II                                603        47,441        (1,889)          46,155             14.57

Investment in T. Rowe Price International
  Series, Inc. Sub-Account:
    International Stock                              2,401        94,148       (73,680)          22,869             14.19

Investments in T. Rowe Price Equity Series,
   Inc. Sub-Accounts:
    New America Growth                               4,126        60,755        (7,750)          57,131             12.52
    Mid-Cap Growth                                   7,608        96,327       (18,078)          85,857             14.06
    Equity Income                                   14,739       145,909       (32,626)         128,022             11.05

Investments in MFS Variable Insurance Trust
  Sub-Accounts:
    Growth with Income Series                       10,591       139,326       (16,796)         133,121             11.80
    Research Series                                  8,940        75,965        (9,058)          75,847             13.57
    Emerging Growth Series                           5,861       175,923       (67,100)         114,684             20.50
    Total Return Series                             11,410       128,554       (21,724)         118,240             10.80
    New Discovery Series                               842        81,612       (27,180)          55,274             19.44

Investments in STI Classic Variable Trust
  Sub-Accounts:
    Capital Appreciation                                 -        28,361        (7,934)          20,427             10.08
    International Equity                                 -            21             -               21             10.51
    Value Income Stock                                   -         8,623           (13)           8,610              8.64
</TABLE>


                                       40
<PAGE>

4. UNITS ISSUED AND REDEEMED (CONTINUED)

(Units in whole amounts)
<TABLE>
<CAPTION>
                                                        CONSULTANT I CONTRACTS WITH ENHANCED DEATH BENEFIT RIDER

                                                                       Unit activity during 1999:
                                           ----------------------------------------------------------------------------------
                                                                                                              Accumulation
                                           Units Outstanding    Units         Units      Units Outstanding     Unit Value
                                           December 31, 1998    Issued       Redeemed    December 31, 1999  December 31, 1999
                                           ----------------  ------------  ------------  ----------------  ------------------
<S>                                        <C>               <C>           <C>           <C>               <C>
Investments in Alger American Fund
  Sub-Accounts:
    Growth                                          15,244       245,482        (29,466)         231,260          $ 15.71
    Income and Growth                               20,131       268,049        (39,993)         248,187            16.13
    Leveraged AllCap                                 4,249       102,071         (9,129)          97,191            22.46
    MidCap Growth                                    8,615        72,892        (41,812)          39,695            15.06
    Small Capitalization                             2,569        44,376        (13,831)          33,114            15.98

Investments in Janus Aspen Series
  Sub-Accounts:
    Flexible Income                                  7,491        98,234        (54,843)          50,882            10.26
    Balanced                                        18,636       451,377        (48,802)         421,211            14.59
    Growth                                          14,182       348,822        (24,833)         338,171            16.81
    Aggressive Growth                                4,799       113,650        (13,174)         105,275            27.24
    Worldwide Growth                                60,930       413,563        (63,356)         411,137            17.30

Investments in Fidelity Variable Insurance
  Products Fund II Sub-Accounts:
    Asset Manager                                    7,062        62,668         (3,564)          66,166            11.82
    Contrafund                                      22,847       255,791        (16,522)         262,116            14.02
    Index 500                                      136,539       623,048        (73,439)         686,148            13.49

Investments in Fidelity Variable Insurance
   Products Fund Sub-Accounts:
    Money Market                                    53,103       883,613       (501,594)         435,122            10.51
    Equity-Income                                   19,830       398,938        (43,422)         375,346            11.34
    Growth                                          11,279       212,272        (14,652)         208,899            15.73
    Overseas                                         2,466        41,502        (25,970)          17,998            14.75

Investments in Federated Insurance
  Management Series Sub-Accounts:
    High Income Bond Fund  II                        7,379        70,206        (13,231)          64,354             9.92
    Utility Fund II                                 23,112       143,038        (16,583)         149,567            11.15
    U.S. Government Securities Fund II              10,599       128,229        (48,573)          90,255            10.05

Investments in Scudder Variable Life
  Investment Fund Sub-Accounts:
    Bond                                             2,343        39,717        (14,122)          27,938             9.94
    Balanced                                         4,128       126,862        (19,781)         111,209            12.54
    Growth and Income                                1,708        49,450        (13,294)          37,864            10.99
    Global Discovery                                     -        10,602           (300)          10,302            17.60
    International                                    5,932        18,393         (2,810)          21,515            15.80

Investments in Strong Variable Insurance
  Funds, Inc. Sub-Accounts:
    Discovery Fund II                                1,200        17,940        (10,008)           9,132            11.42
    Growth Fund II                                   3,091        35,809         (2,633)          36,267            21.35

Investment in Strong Opportunity Fund II,
   Inc. Sub-Account:
    Opportunity Fund II                              1,370        25,444         (1,969)          24,845            14.53

Investment in T. Rowe Price International
  Series, Inc. Sub-Account:
    International Stock                              5,160        38,503        (16,000)          27,663            14.15

Investments in T. Rowe Price Equity Series,
   Inc. Sub-Accounts:
    New America Growth                               4,213        26,337         (9,045)          21,505            12.49
    Mid-Cap Growth                                  43,441        59,264         (6,383)          96,322            14.02
    Equity Income                                   13,978        82,443        (19,683)          76,738            11.02

Investments in MFS Variable Insurance Trust
   Sub-Accounts:
    Growth with Income Series                        8,633       120,593        (17,632)         111,594            11.76
    Research Series                                  2,305        66,807        (30,091)          39,021            13.53
    Emerging Growth Series                              91        33,464         (2,675)          30,880            20.45
    Total Return Series                              8,539        38,611         (4,112)          43,038            10.77
    New Discovery Series                             2,858        26,179         (7,423)          21,614            19.39

Investments in STI Classic Variable Trust
   Sub-Accounts:
    Capital Appreciation                                 -         4,701            (35)           4,666            10.06
    International Equity                                 -             -              -                -            10.50
    Value Income Stock                                   -         1,411           (746)             665             8.63
</TABLE>


                                       41
<PAGE>

4. UNITS ISSUED AND REDEEMED (CONTINUED)

(Units in whole amounts)

<TABLE>
<CAPTION>
                                                  CONSULTANT I CONTRACTS WITH ENHANCED DEATH AND INCOME BENEFIT RIDER

                                                                      Unit activity during 1999:
                                           ----------------------------------------------------------------------------------
                                                                                                              Accumulation
                                           Units Outstanding    Units         Units      Units Outstanding     Unit Value
                                           December 31, 1998    Issued       Redeemed    December 31, 1999  December 31, 1999
                                           ----------------  ------------  ------------  ----------------  ------------------
<S>                                        <C>               <C>           <C>           <C>               <C>
Investments in Alger American Fund
  Sub-Accounts:
    Growth                                        4,543       161,862         (3,056)         163,349           $ 15.67
    Income and Growth                               287        68,815         (8,959)          60,143             16.08
    Leveraged AllCap                                273       131,675        (11,992)         119,956             22.40
    MidCap Growth                                   266        33,434         (4,491)          29,209             15.02
    Small Capitalization                          2,840        35,280         (9,640)          28,480             15.93

Investments in Janus Aspen Series
  Sub-Accounts:
    Flexible Income                               9,165        23,329         (5,277)          27,217             10.23
    Balanced                                     11,145       122,308         (5,397)         128,056             14.55
    Growth                                        7,219       256,598         (5,762)         258,055             16.77
    Aggressive Growth                               788       106,619         (9,082)          98,325             27.17
    Worldwide Growth                             10,553       191,354         (8,849)         193,058             17.26

Investments in Fidelity Variable Insurance
  Products Fund II Sub-Accounts:
    Asset Manager                                   292        23,385         (5,957)          17,720             11.79
    Contrafund                                    5,053       107,628         (4,944)         107,737             13.98
    Index 500                                    18,374       622,900        (17,445)         623,829             13.45

Investments in Fidelity Variable Insurance
   Products Fund Sub-Accounts:
    Money Market                                 27,065       464,579       (215,322)         276,322             10.48
    Equity-Income                                 4,535       135,006        (34,245)         105,296             11.31
    Growth                                        2,503       139,853         (5,055)         137,301             15.69
    Overseas                                          -         9,774           (196)           9,578             14.71

Investments in Federated Insurance Management
   Series Sub-Accounts:
    High Income Bond Fund  II                    10,770        33,784        (10,910)          33,644              9.89
    Utility Fund II                               7,862        20,326         (3,257)          24,931             11.12
    U.S. Government Securities Fund II            9,297        76,039        (20,525)          64,811             10.02

Investments in Scudder Variable Life
  Investment Fund Sub-Accounts:
    Bond                                          2,883        10,736         (2,827)          10,792              9.91
    Balanced                                      4,684        31,940         (8,646)          27,978             12.50
    Growth and Income                               702        76,672        (61,484)          15,890             10.96
    Global Discovery                                203        13,527            (44)          13,686             17.55
    International                                 2,877        10,052         (3,312)           9,617             15.75

Investments in Strong Variable Insurance
   Funds, Inc. Sub-Accounts:
    Discovery Fund II                                 -           600             (2)             598             11.39
    Growth Fund II                                    -        17,201         (4,543)          12,658             21.29

Investment in Strong Opportunity Fund II,
  Inc. Sub-Account:
    Opportunity Fund II                             191         7,833           (178)           7,846             14.49

Investment in T. Rowe Price International
   Series, Inc. Sub-Account:
    International Stock                               -         8,861         (3,849)           5,012             14.11

Investments in T. Rowe Price Equity Series,
  Inc. Sub-Accounts:
    New America Growth                                -         8,315         (1,731)           6,584             12.46
    Mid-Cap Growth                                    -        13,483           (708)          12,775             13.98
    Equity Income                                   687        33,597         (2,590)          31,694             10.99

Investments in MFS Variable Insurance Trust
   Sub-Accounts:
    Growth with Income Series                     3,420        58,505         (9,529)          52,396             11.73
    Research Series                               1,499        35,833         (7,737)          29,595             13.49
    Emerging Growth Series                          733        68,253         (6,339)          62,647             20.39
    Total Return Series                           3,925        36,067        (12,527)          27,465             10.74
    New Discovery Series                              -        11,657         (6,823)           4,834             19.34

Investments in STI Classic Variable Trust
   Sub-Accounts:
    Capital Appreciation                              -           354             (1)             353             10.05
    International Equity                              -             -              -                -             10.48
    Value Income Stock                                -             -              -                -              8.61
</TABLE>


                                       42
<PAGE>

4. UNITS ISSUED AND REDEEMED (CONTINUED)

(Units in whole amounts)
<TABLE>
<CAPTION>
                                                                        CONSULTANT II CONTRACTS

                                                                       Unit activity during 1999:
                                           ----------------------------------------------------------------------------------
                                                                                                              Accumulation
                                           Units Outstanding    Units         Units      Units Outstanding     Unit Value
                                           December 31, 1998    Issued       Redeemed    December 31, 1999  December 31, 1999
                                           ----------------  ------------  ------------  ----------------  ------------------
<S>                                        <C>               <C>           <C>           <C>               <C>
Investments in Alger American Fund
  Sub-Accounts:
     Growth                                        14,614       131,274       (35,561)          110,327          $ 15.72
     Income and Growth                             21,210        65,484       (24,879)           61,815            16.14
     Leveraged AllCap                               7,257       167,697       (93,992)           80,962            22.48
     MidCap Growth                                  3,707        44,662        (8,303)           40,066            15.07
     Small Capitalization                           5,492       327,285      (313,575)           19,202            15.99

Investments in Janus Aspen Series
  Sub-Accounts:
     Flexible Income                               20,382        64,048       (33,178)           51,252            10.27
     Balanced                                      20,840       209,820       (20,076)          210,584            14.60
     Growth                                        14,330       248,178       (32,190)          230,318            16.83
     Aggressive Growth                              1,708       140,780       (20,936)          121,552            27.26
     Worldwide Growth                              37,205       430,854      (231,118)          236,941            17.32

Investments in Fidelity Variable Insurance
  Products Fund II Sub-Accounts:
     Asset Manager                                  2,962        14,974        (1,296)           16,640            11.83
     Contrafund                                     9,371       127,836       (22,626)          114,581            14.03
     Index 500                                     33,281       301,217       (69,856)          264,642            13.49

Investments in Fidelity Variable Insurance
  Products Fund Sub-Accounts:
     Money Market                                  50,763     2,926,324    (2,668,087)          309,000            10.52
     Equity-Income                                 36,057       152,664       (51,771)          136,950            11.35
     Growth                                         8,616       108,493       (11,472)          105,637            15.75
     Overseas                                       1,800       492,539      (425,913)           68,426            14.76

Investments in Federated Insurance
   Management Series Sub-Accounts:
     High Income Bond Fund  II                      6,794        79,303       (46,460)           39,637             9.93
     Utility Fund II                               18,262        60,836        (9,857)           69,241            11.16
     U.S. Government Securities Fund II            13,480       112,549       (33,724)           92,305            10.06

Investments in Scudder Variable Life
  Investment Fund Sub-Accounts:
     Bond                                           1,861        33,218       (16,280)           18,799             9.95
     Balanced                                       3,482        42,252        (7,601)           38,133            12.55
     Growth and Income                              7,306        19,949       (15,869)           11,386            11.00
     Global Discovery                                 313        18,826        (2,471)           16,668            17.61
     International                                  1,422     1,009,190      (999,355)           11,257            15.81

Investments in Strong Variable Insurance
  Funds, Inc. Sub-Accounts:
     Discovery Fund II                                  -         4,310        (1,221)            3,089            11.43
     Growth Fund II                                     -        56,013       (14,129)           41,884            21.36

Investment in Strong Opportunity Fund II,
  Inc. Sub-Accounts:
     Opportunity Fund II                              551        12,128        (4,616)            8,063            14.54

Investment in T. Rowe Price International
   Series, Inc. Sub-Account:
     International Stock                            2,055        12,684          (349)           14,390            14.16

Investments in T. Rowe Price Equity Series,
  Inc. Sub-Accounts:
     New America Growth                             1,518        18,037        (6,423)           13,132            12.50
     Mid-Cap Growth                                 5,872        13,829        (2,848)           16,853            14.03
     Equity Income                                  6,696        31,729        (4,998)           33,427            11.02

Investments in MFS Variable Insurance Trust
  Sub-Accounts:
     Growth with Income Series                      6,884        33,729        (7,209)           33,404            11.77
     Research Series                                    -        18,660          (776)           17,884            13.54
     Emerging Growth Series                         2,345        25,348       (14,697)           12,996            20.46
     Total Return Series                            1,529        27,943        (3,991)           25,481            10.78
     New Discovery Series                           3,242        32,920        (8,889)           27,273            19.40

Investments in STI Classic Variable Trust
   Sub-Accounts:
     Capital Appreciation                               -         7,060           (45)            7,015            10.07
     International Equity                               -             -             -                 -            10.50
     Value Income Stock                                 -         1,207            (5)            1,202             8.63
</TABLE>


                                       43
<PAGE>

4. UNITS ISSUED AND REDEEMED (CONTINUED)

(Units in whole amounts)
<TABLE>
<CAPTION>
                                                                           PREMIER PLANNER CONTRACTS

                                                                          Unit activity during 1999:
                                           ----------------------------------------------------------------------------------
                                                                                                              Accumulation
                                           Units Outstanding    Units         Units      Units Outstanding     Unit Value
                                           December 31, 1998    Issued       Redeemed    December 31, 1999  December 31, 1999
                                           ----------------  ------------  ------------  ----------------  ------------------
<S>                                        <C>               <C>           <C>           <C>               <C>
Investments in Goldman Sachs Variable
  Insurance Trust Sub-Accounts:
     CORE Small Cap Equity                              -        32,509           (10)           32,499          $ 12.19
     International Equity                               -        22,158            (6)           22,152            12.29

Investments in J.P. Morgan Series Trust II
  Sub-Account:
     Small Company                                      -        42,578           (11)           42,567            14.01

Investments in Lazard Retirement Series, Inc.
  Sub-Accounts:
     Emerging Markets                                   -        11,806            (3)           11,803            13.27
     International Equity                               -        27,215            (8)           27,207            11.25

Investments in LSA Variable Series Trust
  Sub-Accounts:
     Focused Equity                                     -        34,239           (11)           34,228            12.49
     Balanced                                           -           386             -               386            10.40
     Growth Equity                                      -         5,186        (1,792)            3,394            12.22
     Disciplined Equity                                 -           684             -               684            11.49
     Value Equity                                       -            32             -                32            11.03
     Emerging Growth Equity                             -        16,196            (5)           16,191            17.48

Investments in Morgan Stanley Dean Witter
  Universal Funds, Inc Sub-Accounts:
     Mid Cap Growth                                     -           409             -               409            13.80
     Mid Cap Value                                      -             -             -                 -            12.06
     High Yield                                         -        17,873            (5)           17,868            10.37

Investments in OCC Accumulation Trust
   Sub-Accounts:
     Equity                                             -             -             -                 -            10.62
     Small Cap                                          -             -             -                 -            10.65

Investments in PIMCO Variable Insurance
   Trust Sub-Accounts:
     StocksPLUS Growth and Income                       -            21             -                21            11.64
     Foreign Bond                                       -        17,752            (5)           17,747            10.29
     Total Return Bond                                  -        54,524           (15)           54,509            10.13
     Money Market                                       -        45,793           (16)           45,777            10.07

Investments in Salomon Brothers Variable
  Series Funds Sub-Account:
     Capital                                            -        49,271           (15)           49,256            11.54
</TABLE>


                                       44
<PAGE>

4. UNITS ISSUED AND REDEEMED (CONTINUED)

(Units in whole amounts)
<TABLE>
<CAPTION>
                                                       PREMIER PLANNER CONTRACTS WITH ENHANCED DEATH BENEFIT RIDER

                                                                        Unit activity during 1999:
                                           ----------------------------------------------------------------------------------
                                                                                                              Accumulation
                                           Units Outstanding    Units         Units      Units Outstanding     Unit Value
                                           December 31, 1998    Issued       Redeemed    December 31, 1999  December 31, 1999
                                           ----------------  ------------  ------------  ----------------  ------------------
<S>                                        <C>               <C>           <C>           <C>               <C>
Investments in Goldman Sachs Variable
  Insurance Trust Sub-Accounts:
     CORE Small Cap Equity                              -         3,676            (72)           3,604          $ 12.19
     International Equity                               -         5,694            (73)           5,621            12.29

Investments in J.P. Morgan Series Trust II
   Sub-Account:
     Small Company                                      -             -              -                -            14.00

Investments in Lazard Retirement Series,
  Inc. Sub-Accounts:
     Emerging Markets                                   -         2,809              -            2,809            13.26
     International Equity                               -         4,067             (3)           4,064            11.24

Investments in LSA Variable Series Trust
   Sub-Accounts:
     Focused Equity                                     -         8,361             (2)           8,359            12.48
     Balanced                                           -         7,128             (2)           7,126            10.40
     Growth Equity                                      -        24,922            (20)          24,902            12.21
     Disciplined Equity                                 -        11,939             (4)          11,935            11.48
     Value Equity                                       -        17,200            (17)          17,183            11.03
     Emerging Growth Equity                             -         5,260             (1)           5,259            17.47

Investments in Morgan Stanley Dean Witter
  Universal Funds, Inc Sub-Accounts:
     Mid Cap Growth                                     -         6,218             (2)           6,216            13.80
     Mid Cap Value                                      -         6,147           (126)           6,021            12.05
     High Yield                                         -             -              -                -            10.36

Investments in OCC Accumulation Trust
  Sub-Accounts:
     Equity                                             -         5,787             (3)           5,784            10.62
     Small Cap                                          -             -              -                -            10.65

Investments in PIMCO Variable Insurance
  Trust Sub-Accounts:
     StocksPLUS Growth and Income                       -        12,781             (5)          12,776            11.64
     Foreign Bond                                       -             -              -                -            10.28
     Total Return Bond                                  -           224              -              224            10.13
     Money Market                                       -        28,719        (18,369)          10,350            10.07

Investments in Salomon Brothers Variable
  Series Funds Sub-Account:
     Capital                                            -             -              -                -            11.53
</TABLE>


                                       45
<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,
         1999  and for the  years  ended  December  31,  1999  and  1998 and the
         consolidated   financial  statements  (prepared  on  a  GAAP  basis  of
         accounting)  for Lincoln  Benefit  Life  Company and  subsidiary  as of
         December  31,  1999 and 1998  and for  each of the  three  years in the
         period ended December 31, 1999.

         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.
<PAGE>

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 2940 South 84th Street,  Lincoln,
Nebraska 68506-4142.


NAME                            POSITION/OFFICE WITH DEPOSITOR
- --------------------------      ------------------------------------------------
B. Eugene Wraith                Director, President and Chief Operating Officer
Marvin P. Ehly                  Director, Senior Vice President, Chief Financial
                                   Officer, Controller and Treasurer
Lawrence W. Dahl                Director, Executive Vice President
Douglas F. Gaer                 Director, Executive Vice President
Robert E. Rich                  Director, Executive Vice President
Thomas R. Ashley                Director, Senior Vice President
Thomas J. Berney                Director, Senior Vice President
John H. Coleman III             Director, Senior Vice President
Rodger A. Hergenrader           Director, Senior Vice President
Kevin R. Slawin                 Director
J. Scott Taylor                 Director, Senior Vice President
Michael J. Velotta              Director and Assistant Secretary
Carol S. Watson                 Director, Senior Vice President, General
                                   Counsel, and Secretary
Dean M. Way                     Director, Senior Vice President
Patricia W. Wilson              Director
Thomas J. Wilson, II            Director, Chairman of the Board and Chief
                                   Executive Officer
Janet P. Anderbery              Vice President
Bob W. Birman                   Vice President
Kenny L. Gettman                Vice President
Thomas S. Holt                  Vice President
Sharyn L. Jenson                Vice President
Maxine Payton                   Vice President
Stanley G. Shelley              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 28, 2000.


ITEM 27.  NUMBER OF CONTRACT OWNERS


As of March 31, 2000,  the Registrant has 8,388  qualified  contract  owners and
5,824 non-qualified contract owners.

<PAGE>

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 ALFS,  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.
<PAGE>

ITEM 29.  PRINCIPAL UNDERWRITER


ALFS, 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 ALFS.  Their  principal  business  address  is 3100  Sanders  Road,
Northbrook, IL 60062.


NAME                       POSITION WITH DISTRIBUTOR

Thomas J. Wilson, II       Director
Kevin R. Slawin            Director
Michael J. Velotta         Director and Secretary
John Hunter                President, Chief Executive Officer and Director
Janet M. Albers            Vice President and Controller
Brent H. Hamann            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
Joanne M. Derrig           Assistant Secretary and Assistant General Counsel
Emma M. Kalaidjian         Assistant Secretary
Barry S. Paul              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

ALFS, Inc.                     0               0           0             0


<PAGE>

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

The  Depositor,  Lincoln  Benefit  Life  Company,  is located at 2940 South 84th
Street, Lincoln, Nebraska 68506.


The Distributor, ALFS, 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.
<PAGE>

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.


<PAGE>

                                   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 12th day of April, 2000.

                          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:

<TABLE>

SIGNATURE                                   TITLE                                       DATE
- ---------                                   -----                                       ----
<S>                                          <C>                                        <C>
/s/ B. EUGENE WRAITH
- ------------------------------              President, Chief Operating
       B. Eugene Wraith                         Officer and Director                    April 6, 2000
(PRINCIPAL EXECUTIVE OFFICER)

/s/ MARVIN P. EHLY
- ------------------------------              Senior Vice President
       MARVIN P. EHLY                          Treasurer, Controller                    April 6, 2000
(PRINCIPAL FINANCIAL OFFICER                   and Director
and PRINCIPAL ACCOUNTING OFFICER)

/s/ LAWRENCE W. DAHL
- ------------------------------              Executive Vice President                    April 6, 2000
       Lawrence W. Dahl                        and Director

/s/ DOUGLAS F. GAER
- ------------------------------              Executive Vice President                    April 6, 2000
       Douglas F. Gaer                         and Director

/s/ ROBERT E. RICH
- ------------------------------              Executive Vice President                    April 6, 2000
        Robert E. Rich                         and Director

/s/ THOMAS R. ASHLEY
- ------------------------------              Director                                    April 6, 2000
       Thomas R. Ashley

/s/ THOMAS J. BERNEY
- ------------------------------              Director                                     April 6, 2000
      Thomas J. Berney

/s/ JOHN H. COLEMAN III
- ------------------------------              Director                                     April 6, 2000
     John H. Coleman III

/s/ RODGER A. HERGENRADER
- ------------------------------              Director                                     April 6, 2000
      Rodger A. Hergenrader

- ------------------------------              Director                                     April 6, 2000
         Kevin Slawin

/s/ J. SCOTT TAYLOR
- ------------------------------              Director                                     April 6, 2000
     J. Scott Taylor

- ------------------------------              Director                                     April 6, 2000
      Michael J. Velotta

/s/ CAROL S. WATSON
- ------------------------------              Director and Secretary                       April 6, 2000
       Carol S. Watson

/s/ DEAN M. WAY
- ------------------------------              Director                                     April 6, 2000
         Dean M. Way

- ------------------------------              Director                                     April 6, 2000
      Patricia W. Wilson

- ------------------------------
      Thomas J. Wilson, II                  Chairman of the Board,                       April 6, 2000
                                                Chief Executive Officer,
                                                and Director

</TABLE>
<PAGE>





                                INDEX TO EXHIBITS
                                       FOR
                       REGISTRATION STATEMENT ON FORM N-4
                  Lincoln Benefit Life Variable Annuity Account

Exhibit No.                                     Sequential Page No.

10(a)  Independent Auditors' Consent
10(b)  Consent of Attorneys



Exhibit 10(a) Independent Auditors' Consent

INDEPENDENT AUDITORS' CONSENT


We consent to the use in this  Post-Effective  Amendment No. 12 to  Registration
Statement  No.  333-66786 of Lincoln  Benefit Life Variable  Annuity  Account of
Lincoln  Benefit Life Company on Form N-4 of our report dated  February 25, 2000
relating  to the  financial  statements  and  the  related  financial  statement
schedule of Lincoln  Benefit Life  Company,  and our report dated March 27, 2000
relating to the financial  statements of Lincoln  Benefit Life Variable  Annuity
Account,  appearing  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 Statement of Additional Information.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
April 5, 2000


<PAGE>



Exhibit 10(b) Consent of Attorneys


Joan E. Boros                                                   202-965-8150


                                            April 6, 2000


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.  12 to the  Registration  Statement  No.
033-66786  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 Cichetti Berenson & Johnson LLP

                               /s/ Joan E. Boros
                            By:----------------------
                               Joan E. Boros








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